THE DATE OF THIS FREE WRITING PROSPECTUS IS JUNE 12, 2006
The depositor has filed a registration statement (including a prospectus)
with the SEC (SEC File No. 333-132746) for the offering to which this
communication relates. Before you invest, you should read the prospectus in that
registration statement and other documents the depositor has filed with the SEC
for more complete information about the depositor, the issuing entity and this
offering. You may get these documents for free by visiting EDGAR on the SEC web
site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you
request it by calling 1-877-858-5407 or by emailing
Citigroup-DCM-Prospectus@Citigroup.com.
CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.
DEPOSITOR
CITIGROUP COMMERCIAL MORTGAGE TRUST 2006-C4
ISSUING ENTITY
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2006-C4
CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-1A,
CLASS A-M, CLASS A-J, CLASS B, CLASS C AND CLASS D
APPROXIMATE TOTAL PRINCIPAL BALANCE AT INITIAL ISSUANCE: $2,082,453,000
We are Citigroup Commercial Mortgage Securities Inc., the depositor with
respect to the securitization transaction that is the subject of this offering
prospectus. This offering prospectus specifically relates to, and is accompanied
by, our base prospectus dated June 8, 2006. This offering prospectus and the
accompanying base prospectus are intended to offer and relate only to the
classes of commercial mortgage pass-through certificates identified above, and
not to the other classes of certificates that will be issued by the Citigroup
Commercial Mortgage Trust 2006-C4, which is the issuing entity. The offered
certificates are not listed on any national securities exchange or any automated
quotation system of any registered securities associations, such as NASDAQ.
The sponsors of the subject securitization transaction are Citigroup Global
Markets Realty Corp., PNC Bank, National Association and Barclays Capital Real
Estate Inc.
The offered certificates represent the obligations of the issuing entity
only and do not represent the obligations of or interests in either sponsor, the
depositor or any of their affiliates. The assets of the issuing entity will
include a pool of multifamily and commercial mortgage loans having the
characteristics described in this offering prospectus. No governmental agency or
instrumentality or private insurer has insured or guaranteed payment on the
offered certificates or any of the mortgage loans that back them.
The holders of each class of offered certificates will be entitled to
receive, to the extent of available funds, monthly distributions of interest,
principal or both, commencing on the distribution date in July 2006. The table
on page 9 of this offering prospectus contains a list of the respective classes
of offered certificates and states the original principal balance, initial
interest rate, interest rate description and other select characteristics of
each of those classes. Credit enhancement is being provided through the
subordination of various other classes, including multiple non-offered classes,
of the series 2006-C4 certificates. That same table on page 9 of this offering
prospectus also contains a list of the non-offered classes of the series 2006-C4
certificates.
--------------
YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 41 IN THIS
OFFERING PROSPECTUS AND ON PAGE 19 IN THE ACCOMPANYING BASE PROSPECTUS 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 OFFERING PROSPECTUS OR THE ACCOMPANYING BASE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------
Citigroup Global Markets Inc., Barclays Capital Inc., PNC Capital Markets
LLC, Deutsche Bank Securities Inc. and Banc of America Securities LLC are the
underwriters with respect to the offered certificates. They will purchase their
respective allocations, in each case if any, of the offered certificates from
the depositor, subject to the satisfaction of specified conditions. We will
identify in a final prospectus supplement relating to the offered certificates
the amount of proceeds that we will receive from the sale of the offered
certificates before deducting expenses payable by us. Each underwriter currently
intends to sell its allocation of offered certificates from time to time in
negotiated transactions or otherwise at varying prices to be determined at the
time of sale. However, not every underwriter will have an obligation to purchase
offered certificates from the depositor. See "Method of Distribution" in this
offering prospectus.
With respect to this offering, Citigroup Global Markets Inc. is acting as
co-lead manager and sole bookrunner and Barclays Capital Inc. is acting as
co-lead manager. PNC Capital Markets LLC, Deutsche Bank Securities Inc. and
Banc of America Securities LLC are co-managers.
[CITIGROUP LOGO OMITTED] [BARCLAYS CAPITAL LOGO OMITTED]
[BANC OF AMERICA [PNC LOGO OMITTED] [DEUTSCHE BANK
SECURITIES LOGO OMITTED] SECURITIES LOGO OMITTED]
CITIGROUP COMMERCIAL MORTGAGE TRUST 2006-C4
Commercial Mortgage Pass-Through Certificates, Series 2006-C4
WASHINGTON
17 properties
$111,675,920
4.9% of total
OREGON
1 property
$5,865,000
0.3% of total
NEVADA
5 properties
$38,790,000
1.7% of total
NORTHERN CALIFORNIA
7 properties
$53,789,141
2.4% of total
CALIFORNIA
17 properties
$354,756,324
15.7% of total
SOUTHERN CALIFORNIA
10 properties
$300,967,183
13.3% of total
IDAHO
8 properties
$13,116,728
0.6% of total
UTAH
11 properties
$15,384,508
0.7% of total
MONTANA
4 properties
$7,069,314
0.3% of total
ARIZONA
5 properties
$53,897,357
2.4% of total
NEBRASKA
8 properties
$17,708,283
0.8% of total
COLORADO
2 properties
$9,749,074
0.4% of total
SOUTH DAKOTA
5 properties
$8,365,092
0.4% of total
KANSAS
1 property
$14,800,000
0.7% of total
MISSOURI
2 properties
$10,728,000
0.5% of total
OKLAHOMA
10 properties
$52,350,000
2.3% of total
IOWA
2 properties
$2,041,002
0.1% of total
TEXAS
7 properties
$49,682,651
2.2% of total
LOUISIANA
2 properties
$32,569,087
1.4% of total
MINNESOTA
14 properties
$29,550,910
1.3% of total
WISCONSIN
50 properties
$158,437,830
7.0% of total
MISSISSIPPI
3 properties
$21,833,222
1.0% of total
ILLINOIS
9 properties
$35,932,582
1.6% of total
INDIANA
1 property
$5,500,000
0.2% of total
TENNESSEE
4 properties
$72,585,000
3.2% of total
OHIO
5 properties
$62,050,323
2.7% of total
MICHIGAN
12 properties
$71,317,264
3.2% of total
KENTUCKY
2 properties
$14,074,906
0.6% of total
PENNSYLVANIA
12 properties
$154,616,061
6.8% of total
GEORGIA
12 properties
$92,130,874
4.1% of total
FLORIDA
11 properties
$153,191,482
6.8% of total
NEW YORK
10 properties
$96,730,000
4.3% of total
MARYLAND
3 properties
$38,350,000
1.7% of total
DELAWARE
1 property
$8,000,000
0.4% of total
VIRGINIA
8 properties
$165,832,836
7.3% of total
NORTH CAROLINA
5 properties
$45,102,278
2.0% of total
SOUTH CAROLINA
4 properties
$51,797,978
2.3% of total
NEW HAMPSHIRE
1 property
$6,132,922
0.3% of total
MASSACHUSETTS
5 properties
$74,610,132
3.3% of total
CONNECTICUT
5 properties
$35,602,000
1.6% of total
NEW JERSEY
5 properties
$69,809,099
3.1% of total
% OF INITIAL MORTGAGE POOL BALANCE
Office 32.7%
Anchored Retail 24.9%
Multifamily 17.0%
Hospitality 10.7%
Industrial 6.5%
Unanchored Retail 4.9%
Mixed Use 2.4%
Land 0.7%
Manufactured Housing 0.3%
[ ] > $150 MM of Initial Mortgage Pool Balance
[ ] $100 - $150 MM of Initial Mortgage Pool Balance
[ ] $50 - $100 MM of Initial Mortgage Pool Balance
[ ] $0 - $50 MM of Initial Mortgage Pool Balance
TABLE OF CONTENTS
IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS
OFFERING PROSPECTUS AND THE ACCOMPANYING BASE PROSPECTUS........................ 7
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS............. 7
NOTICE TO NON-U.S. INVESTORS....................................................... 8
EUROPEAN ECONOMIC AREA............................................................. 8
SUMMARY OF OFFERING PROSPECTUS..................................................... 9
Introduction to the Transaction................................................. 9
Transaction Participants........................................................ 11
Relevant Dates and Periods...................................................... 12
Description of the Offered Certificates......................................... 14
The Underlying Mortgage Loans and the Mortgaged Real Properties................. 25
Legal and Investment Considerations............................................. 38
RISK FACTORS....................................................................... 41
The Class A-M, A-J, B, C and D Certificates Are Subordinate to, and Are
Therefore Riskier than, the Class A-1, A-2, A-SB, A-3 and A-1A Certificates.. 41
The Offered Certificates Have Uncertain Yields to Maturity...................... 41
The Investment Performance of Your Offered Certificates May Vary
Materially and Adversely from Your Expectations Because the Rate of
Prepayments and Other Unscheduled Collections of Principal on the Underlying
Mortgage Loans Is Faster or Slower than You Anticipated...................... 42
The Interests of the Series 2006-C4 Controlling Class Certificateholders May
Be in Conflict with the Interests of the Offered Certificateholders.......... 43
Repayment of the Underlying Mortgage Loans Depends on the Operation of the
Mortgaged Real Properties.................................................... 44
Risks Associated with Condominium Ownership..................................... 44
The Mortgaged Real Property Will Be the Sole Asset Available to Satisfy the
Amounts Owing Under an Underlying Mortgage Loan in the Event of Default...... 45
In Some Cases, Payments on an Underlying Mortgage Loan Are Dependent on a
Single Tenant or on One or a Few Major Tenants at the Related
Mortgaged Real Property...................................................... 45
Ten Percent or More of the Initial Mortgage Pool Balance Will Be Secured by
Mortgage Liens on the Respective Borrower's Interests in Each of the
Following Property Types--Retail, Office, Multifamily and Hospitality........ 45
Ten Percent or More of the Initial Mortgage Pool Balance Will Be Secured by
Mortgage Liens on Real Properties Located in the State of California and
Five Percent or More of the Initial Mortgage Pool Balance Will Be
Secured by Mortgage Liens on Real Properties Located in Each of the Following
States--Virginia, Wisconsin, Pennsylvania and Florida........................ 46
The Mortgage Pool Will Include Material Concentrations of Balloon
Loans and Loans with Anticipated Repayment Dates............................. 47
The Mortgage Pool Will Include Some Disproportionately Large Mortgage Loans..... 47
The Mortgage Pool Will Include Leasehold Mortgage Loans and Lending on a
Leasehold Interest in Real Property is Riskier Than Lending on the Fee
Interest in That Property.................................................... 48
Some of the Mortgaged Real Properties Are Legal Nonconforming Uses or Legal
Nonconforming Structures..................................................... 48
Some of the Mortgaged Real Properties May Not Comply with All Applicable
Zoning Laws and/or Local Building Codes or with the Americans with
Disabilities Act of 1990..................................................... 48
Multiple Mortgaged Real Properties Are Owned by the Same Borrower, Affiliated
Borrowers or Borrowers with Related Principals or Are Occupied, in Whole or
in Part, by the Same Tenant or
3
Affiliated Tenants, Which Presents a Greater Risk to Investors in the Event
of the Bankruptcy or Insolvency of Any Such Borrower or Tenant............ 49
Some of the Mortgaged Real Properties Are or May Be Encumbered by Additional
Debt and the Ownership Interests in Some Borrowers Have Been or May Be
Pledged to Secure Debt Which, in Either Case, May Reduce the Cash Flow
Available to the Subject Mortgaged Real Property............................. 49
Conflicting Rights of Tenants May Adversely Affect a Mortgaged Real Property.... 51
Certain Borrower Covenants May Affect That Borrower's Available Cash Flow....... 51
Some Borrowers Under the Underlying Mortgage Loans Will Not Be Special
Purpose Entities............................................................. 52
Tenancies in Common May Hinder Recovery......................................... 52
Changes in Mortgage Pool Composition Can Change the Nature of Your Investment... 53
Risks Related to Redevelopment and Renovation at the Mortgaged Properties....... 53
Decisions Made By The Trustee, the Master Servicer or the Special Servicer
May Negatively Affect Your Interests......................................... 53
Sponsors May Not Be Able to Make a Required Repurchase or Substitution of a
Defective Mortgage Loan...................................................... 53
The Mortgage Loans Have Not Been Reunderwritten by Us........................... 54
Mortgage Loans Secured by Mortgaged Real Properties Subject to Assistance and
Affordable Housing Programs are Subject to the Risk That Those Programs
May Terminate or Be Altered.................................................. 54
Lending on Income-Producing Real Properties Entails Environmental Risks......... 54
Lending on Income-Producing Properties Entails Risks Related to
Property Condition........................................................... 56
Appraisals Performed on Mortgaged Real Properties May Not Accurately
Reflect the Respective Values of Those Mortgaged Real Properties............. 56
Terrorism Insurance Coverage on the Mortgaged Properties May Be
Expensive and/or Difficult to Obtain......................................... 57
The Absence or Inadequacy of Insurance Coverage on the Mortgaged Properties
May Adversely Affect Payments on the Offered Certificates.................... 58
Impact of Recent Hurricane Activity May Adversely Affect the Performance of
Underlying Mortgage Loans.................................................... 59
There May be Restrictions on the Ability of a Borrower, a Lender or Any
Transferee Thereof to Terminate or Renegotiate Property Management Agreements
That are in Existence With Respect to Some of the Mortgaged Real Properties.. 59
The Mortgaged Real Properties that Secure Some Mortgage Loans in the Series
2006-C4 Securitization Transaction Also Secure One or More Related Mortgage
Loans That Will Not Be Transferred to the Issuing Entity; The Interests of
the Holders of Those Related Mortgage Loans May Conflict with
Your Interests............................................................... 60
Conflicts of Interest May Exist in Connection with Certain Previous or Existing
Relationships of a Sponsor for the Series 2006-C4 Securitization Transaction
or an Affiliate Thereof to Certain of the Underlying Mortgage Loans,
Related Borrowers or Related Mortgaged Real Properties....................... 61
Limitations on Enforceability of Cross-Collateralization May
Reduce Its Benefits.......................................................... 61
Investors May Want to Consider Prior Bankruptcies............................... 62
Litigation May Adversely Affect Property Performance............................ 63
The Underwritten Net Cash Flow Debt Service Coverage Ratios and/or
Loan-to-Value Ratios for Certain of the Underlying Mortgage Loans Have Been
Adjusted in Consideration of a Cash Holdback or a Letter of Credit or
Based on a Stabilized Appraised Value........................................ 63
CAPITALIZED TERMS USED IN THIS OFFERING PROSPECTUS................................. 64
FORWARD-LOOKING STATEMENTS......................................................... 64
DESCRIPTION OF THE MORTGAGE POOL................................................... 64
General......................................................................... 64
Cross-Collateralized Mortgage Loans and Multiple Property Mortgage Loans........ 66
Cross-Collateralized Mortgage Loan Groups and Multiple Property Mortgage Loans.. 67
4
Substitution and Release of Real Property Collateral............................ 67
Mortgage Loans with Affiliated Borrowers........................................ 70
Mortgage Loans with Affiliated Borrowers........................................ 71
Significant Underlying Mortgage Loans........................................... 72
Terms and Conditions of the Underlying Mortgage Loans........................... 72
Additional Loan and Property Information........................................ 78
The Loan Combinations........................................................... 91
Assignment of the Mortgage Loans; Repurchases and Substitutions................. 98
Representations and Warranties; Repurchases and Substitutions................... 100
Repurchase or Substitution of Cross-Collateralized Mortgage Loans............... 104
Repurchase and Substitution of the ShopKo Portfolio Mortgage Loan............... 105
Changes in Mortgage Pool Characteristics........................................ 105
TRANSACTION PARTICIPANTS........................................................... 106
The Issuing Entity.............................................................. 106
The Depositor................................................................... 106
The Sponsors.................................................................... 107
The Servicers................................................................... 114
The Trustee..................................................................... 118
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................... 120
THE SERIES 2006-C4 POOLING AND SERVICING AGREEMENT................................. 120
General......................................................................... 120
Overview of Servicing........................................................... 121
Sub-Servicers................................................................... 122
Servicing and Other Compensation and Payment of Expenses........................ 123
Trustee Compensation............................................................ 128
Advances........................................................................ 129
The Series 2006-C4 Controlling Class Representative and the Non-Trust Loan
Noteholders.................................................................. 133
Replacement of the Special Servicer............................................. 137
Beneficial Owners of the Controlling Class of Series 2006-C4 Certificates....... 139
Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions.................... 139
Certain Litigation Matters...................................................... 140
Modifications, Waivers, Amendments and Consents................................. 141
Required Appraisals............................................................. 144
Maintenance of Insurance........................................................ 145
Fair Value Purchase Option...................................................... 146
Realization Upon Defaulted Mortgage Loans....................................... 148
REO Properties.................................................................. 150
Accounts........................................................................ 151
Securities Backed by a ShopKo Portfolio Non-Trust Loan.......................... 159
Inspections; Collection of Operating Information................................ 159
Evidence as to Compliance....................................................... 160
Events of Default............................................................... 161
Rights Upon Event of Default.................................................... 163
Third-Party Beneficiaries....................................................... 164
DESCRIPTION OF THE OFFERED CERTIFICATES............................................ 165
General......................................................................... 165
Registration and Denominations.................................................. 166
Payments........................................................................ 167
Treatment of REO Properties..................................................... 177
5
Reductions of Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses.................................... 178
Fees and Expenses............................................................... 181
Reports to Certificateholders; Available Information............................ 190
Voting Rights................................................................... 194
Termination..................................................................... 194
YIELD AND MATURITY CONSIDERATIONS.................................................. 196
Yield Considerations............................................................ 196
Prepayment Models............................................................... 200
Weighted Average Lives.......................................................... 200
LEGAL PROCEEDINGS.................................................................. 201
USE OF PROCEEDS.................................................................... 202
FEDERAL INCOME TAX CONSEQUENCES.................................................... 202
General......................................................................... 202
Discount and Premium............................................................ 203
Prepayment Consideration........................................................ 203
Characterization of Investments in Offered Certificates......................... 204
Prohibited Transactions Tax and Other Taxes..................................... 205
ERISA CONSIDERATIONS............................................................... 205
Exempt Plans.................................................................... 208
Further Warnings................................................................ 209
LEGAL INVESTMENT................................................................... 209
METHOD OF DISTRIBUTION............................................................. 210
LEGAL MATTERS...................................................................... 212
RATINGS............................................................................ 212
GLOSSARY........................................................................... 214
ANNEX A-1--Characteristics of the Underlying Mortgage Loans and the
Mortgaged Real Properties....................................................... A-1-1
ANNEX A-2--Summary Characteristics of the Underlying Mortgage Loans and the
Mortgaged Real Properties....................................................... A-2-1
ANNEX A-3--Summary Characteristics of the Underlying Mortgage Loans in
Loan Group No. 1 and the related Mortgaged Real Properties...................... A-3-1
ANNEX A-4--Summary Characteristics of the Underlying Mortgage Loans in
Loan Group No. 2 and the related Mortgaged Real Properties...................... A-4-1
ANNEX A-5--Characteristics of the Multifamily and Manufactured Housing
Mortgaged Real Properties....................................................... A-5-1
ANNEX B--Description of Ten Largest Mortgage Loans and/or Groups of
Cross-Collateralized Mortgage Loans............................................. B-1
ANNEX C--Decrement Tables.......................................................... C-1
ANNEX D--Form of Distribution Date Statement....................................... D-1
ANNEX E--Class A-SB Planned Principal Balance Schedule............................. E-1
ANNEX F--Reference Rate Schedule................................................... F-1
ANNEX G--Global Clearance, Settlement And Tax Documentation Procedures............. G-1
6
IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS
OFFERING PROSPECTUS AND THE ACCOMPANYING BASE PROSPECTUS
The information in this offering prospectus may be amended and/or
supplemented prior to the time of sale. The information in this offering
prospectus supersedes any contrary information contained in any prior free
writing prospectus relating to the subject securities and will be superseded by
any contrary information contained in any subsequent free writing prospectus
prior to the time of sale. In addition, certain information regarding the
subject securities is not yet available and, accordingly, has been omitted from
this offering writing prospectus.
Information about the offered certificates is contained in two separate
documents:
o this offering prospectus, which describes the specific terms of the
offered certificates; and
o the accompanying base prospectus, which provides general information,
some of which may not apply to the offered certificates.
You should read both this offering prospectus and the accompanying base
prospectus in full to obtain material information concerning the offered
certificates. We have not authorized any person to give any other information or
to make any representation that is different from the information contained in
this offering prospectus and the accompanying base prospectus.
When reading the accompanying base prospectus in conjunction with this
offering prospectus, references in the accompanying base prospectus to
"prospectus supplement" should be read as references to this offering
prospectus.
The annexes attached to this offering prospectus are hereby incorporated
into and made a part of this offering prospectus.
This offering prospectus and the accompanying base prospectus do not
constitute an offer to sell or a solicitation of an offer to buy any security
other than the offered certificates, nor does it constitute an offer to sell or
a solicitation of an offer to buy any of the offered certificates to any person
in any jurisdiction in which it is unlawful to make such an offer or
solicitation to such person.
In this offering prospectus, the terms "depositor," "we," "us" and "our"
refer to Citigroup Commercial Mortgage Securities Inc.
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
Any legends, disclaimers or other notices or language that may appear in
the text of, at the bottom of, or attached to, an email communication to which
this material may have been attached, that are substantially similar to or in
the nature of the following disclaimers, statements or language, are not
applicable to these materials and should be disregarded: (i) disclaimers
regarding accuracy or completeness of the information contained herein or
restrictions as to reliance on the information contained herein by investors;
(ii) disclaimers of responsibility or liability; (iii) statements requiring
investors to read or acknowledge that they have read or understand the
registration statement or any disclaimers or legends; (iv) language indicating
that this communication is neither a prospectus nor an offer to sell or a
solicitation or an offer to buy; (v) statements that this information is
privileged, confidential or otherwise restricted as to use or reliance; and (vi)
a legend that information contained in these materials will be superseded or
changed by the final prospectus, if the final prospectus is not delivered until
after
7
the date of the contract for sale. Such legends, disclaimers or other notices
have been automatically generated as a result of these materials having been
sent via Bloomberg or another email system.
NOTICE TO NON-U.S. INVESTORS
The distribution of this offering prospectus and the accompanying base
prospectus and the offer or sale of the offered certificates may be restricted
by law in certain jurisdictions. Persons into whose possession this offering
prospectus and the accompanying base prospectus or any of the offered
certificates come must inform themselves about, and observe, any such
restrictions. Each prospective purchaser of the offered certificates must comply
with all applicable laws and regulations in force in any jurisdiction in which
it purchases, offers or sells the offered certificates or possesses or
distributes this offering prospectus and the accompanying base prospectus and
must obtain any consent, approval or permission required by it for the purchase,
offer or sale by it of the offered certificates under the laws and regulations
in force in any jurisdiction to which it is subject or in which it makes such
purchases, offers or sales, and neither we nor any of the underwriters have any
responsibility therefor.
EUROPEAN ECONOMIC AREA
Each underwriter has agreed with us that it will abide by certain selling
restrictions with respect to offers of series 2006-C4 certificates to the public
in the European Economic Area. See "Method of Distribution" in this offering
prospectus.
8
--------------------------------------------------------------------------------
SUMMARY OF OFFERING PROSPECTUS
This summary contains selected information regarding the offering being
made by this offering prospectus. It does not contain all of the information you
need to consider in making your investment decision. To understand all of the
terms of the offering of the offered certificates, you should read carefully
this offering prospectus and the accompanying base prospectus in full.
INTRODUCTION TO THE TRANSACTION
The offered certificates will be part of a series of commercial mortgage
pass-through certificates designated as the series 2006-C4 commercial mortgage
pass-through certificates and consisting of multiple classes. The table below
identifies the respective classes of that series, specifies various
characteristics of each of those classes and indicates which of those classes
are offered by this offering prospectus and which are not offered by this
offering prospectus.
SERIES 2006-C4 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
APPROX. TOTAL APPROX. %
PRINCIPAL BALANCE APPROX. % OF TOTAL CREDIT
OR NOTIONAL INITIAL SUPPORT AT PASS-THROUGH
AMOUNT AT INITIAL MORTGAGE POOL INITIAL RATE
CLASS ISSUANCE BALANCE((3)) ISSUANCE(4) DESCRIPTION(6)
--------------------------- ----------------- ------------- ------------ --------------
Offered Certificates
A-1 $ 79,951,000 3.53% 30.000%(5)
A-2 $ 152,713,000 6.75% 30.000%(5)
A-SB $ 135,184,000 5.97% 30.000%(5)
A-3 $ 831,310,000 36.73% 30.000%(5)
A-1A $ 385,317,000 17.02% 30.000%(5)
A-M $ 226,353,000 10.00% 20.000%
A-J $ 164,107,000 7.25% 12.750%
B $ 50,929,000 2.25% 10.500%
C $ 25,465,000 1.13% 9.375%
D $ 31,124,000 1.38% 8.000%
Non-Offered Certificates(1)
X $2,263,536,038(2) NAP NAP Variable IO
E $ 22,635,000 1.00% 7.000%
F $ 28,294,000 1.25% 5.750%
G $ 28,294,000 1.25% 4.500%
H $ 25,465,000 1.13% 3.375%
J $ 11,318,000 0.50% 2.875%
K $ 8,488,000 0.38% 2.500%
L $ 8,488,000 0.38% 2.125%
M $ 5,659,000 0.25% 1.875%
N $ 5,659,000 0.25% 1.625%
O $ 5,659,000 0.25% 1.375%
P $ 31,124,038 1.38% NAP
WEIGHTED
INITIAL AVERAGE
PASS-THROUGH LIFE PRINCIPAL RATINGS(11)
CLASS RATE (YEARS)(8)(9) WINDOW(9)(10) MOODY'S/FITCH
--------------------------- ------------ ------------- ------------- -------------
Offered Certificates
A-1 ....................... % 3.24 07/06-04/11 Aaa/AAA
A-2 ....................... % 6.61 01/13-03/13 Aaa/AAA
A-SB ...................... % 7.15 04/11-08/15 Aaa/AAA
A-3 ....................... % 9.62 08/15-04/16 Aaa/AAA
A-1A ...................... % 8.78 07/06-04/16 Aaa/AAA
A-M ....................... % 9.84 04/16-05/16 Aaa/AAA
A-J ....................... % 9.92 05/16-06/16 Aaa/AAA
B ......................... % 9.96 06/16-06/16 Aa2/AA
C ......................... % 9.96 06/16-06/16 Aa3/AA-
D ......................... % 9.96 06/16-06/16 A2/A
Non-Offered Certificates(1)
X ......................... %(7) NAP NAP Aaa/AAA
E ......................... % NAP NAP A3/A-
F ......................... % NAP NAP Baa1/BBB+
G ......................... % NAP NAP Baa2/BBB
H ......................... % NAP NAP Baa3/BBB-
J ......................... % NAP NAP Ba1/BB+
K ......................... % NAP NAP Ba2/BB
L ......................... % NAP NAP Ba3/BB-
M ......................... % NAP NAP B1/B+
N ......................... % NAP NAP B2/B
O ......................... % NAP NAP B3/B-
P ......................... % NAP NAP NR/NR
----------
(1) The non-offered classes of the series 2006-C4 certificates will also
include the class Y and R certificates. Those classes of series 2006-C4
certificates will not have principal balances, notional amounts or
pass-through rates.
(2) Notional amount. The total notional amount of the class X certificates will
equal the total principal balance of the class A-1, A-2, A-SB, A-3, A-1A,
A-M, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O and P certificates
outstanding from time to time. The class X certificates do not have
principal balances and do not entitle holders to distributions of
principal.
(3) The initial mortgage pool balance will equal $2,263,536,038, subject to a
variance of plus or minus 5%.
(4) Structural credit enhancement is provided for the offered certificates
through the subordination of more junior classes of series 2006-C4
certificates. The approximate percentage of total credit support at initial
issuance shown
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in the foregoing table with respect to each class of offered certificates
represents the total initial principal balance, expressed as a percentage
of the initial mortgage pool balance, of all more subordinate classes of
the series 2006-C4 certificates.
(5) Presented on an aggregate basis for the class A-1, A-2, A-SB, A-3 and A-1A
certificates.
(6) In the case of any particular class of series 2006-C4 certificates shown in
the foregoing table:
(a) "Fixed" refers to a pass-through rate that remains fixed at the
initial pass-through rate for the subject class;
(b) "WAC" refers to a variable pass-through rate equal to the weighted
average from time to time of certain net interest rates on the
underlying mortgage loans;
(c) "WAC Cap" refers to a variable pass-through rate equal to the lesser
of the initial pass-through rate for the subject class and the
weighted average from time to time of certain net interest rates on
the underlying mortgage loans;
(d) "WAC-x%" refers to a variable pass-through rate equal to (i) the
weighted average from time to time of certain net interest rates on
the underlying mortgage loans, minus (ii) x%;
(e) "Floating" refers to a variable pass-through rate calculated based on
an independent interest rate index; and
(f) "Variable IO" refers to a variable pass-through rate equal to the
weighted average from time to time of certain strip rates at which
interest accrues on the respective components of the total notional
amount of a class of interest-only certificates.
See "Description of the Offered Certificates--General" and
"--Payments--Calculation of Pass-Through Rates" in this offering
prospectus.
(7) Approximate.
(8) The weighted average life of any class of offered certificates refers to
the average amount of time that will elapse from the date of their issuance
until each dollar to be applied in reduction of the total principal balance
of those certificates is paid to the investors.
(9) Calculated based on: (a) the assumptions that the related borrower timely
makes all payments on each underlying mortgage loan, that each underlying
mortgage loan with an anticipated repayment date (see "--The Underlying
Mortgage Loans and the Mortgaged Real Properties--Payment and Other Terms"
below) is paid in full on that date and that no underlying mortgage loan is
otherwise prepaid prior to maturity; and (b) the other maturity assumptions
referred to under "Yield and Maturity Considerations" in, and set forth in
the glossary to, this offering prospectus.
(10) The principal window for any class of offered certificates is the period
during which the holders of those certificates will receive payments of
principal. The distribution date in the last month of the principal window
for any class of offered certificates would be the final principal
distribution date for that class.
(11) The ratings shown in the foregoing table for the offered certificates are
those of Moody's Investors Service, Inc. and Fitch, Inc., respectively. It
is a condition to their issuance that the respective classes of the offered
certificates receive credit ratings no lower than those shown in the
foregoing table. See "Ratings" in this offering prospectus for a discussion
of those ratings and the limitations thereof.
The governing document for purposes of issuing the series 2006-C4
certificates and forming the issuing entity will be a pooling and servicing
agreement to be dated as of June 1, 2006. The series 2006-C4 pooling and
servicing agreement will also govern the servicing and administration of the
mortgage loans and other assets that back the series 2006-C4 certificates. The
parties to the series 2006-C4 pooling and servicing agreement will include us, a
trustee, a master servicer and a special servicer. See "The Series 2006-C4
Pooling and Servicing Agreement" in this offering prospectus. A copy of the
series 2006-C4 pooling and servicing agreement, including the exhibits thereto,
will be filed with the SEC as an exhibit to a current report on Form 8-K under
the Securities Exchange Act of 1934, as amended, following the initial issuance
of the offered certificates. In addition, if and to the extent that any material
terms of the series 2006-C4 pooling and servicing agreement or the exhibits
thereto have not been disclosed in this offering prospectus, then the series
2006-C4 pooling and servicing agreement, together with such exhibits, will be
filed with the SEC as an exhibit to a current report on Form 8-K on the date of
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initial issuance of the offered certificates. The SEC will make those current
reports on Form 8-K and its exhibits available to the public for inspection. See
"Available Information" in the accompanying base prospectus.
TRANSACTION PARTICIPANTS
ISSUING ENTITY................ The Citigroup Commercial Mortgage Trust 2006-C4
will be the issuing entity for the series
2006-C4 securitization transaction. See
"Transaction Participants--The Issuing Entity"
in each of this offering prospectus and the
accompanying base prospectus.
DEPOSITOR..................... We are Citigroup Commercial Mortgage Securities
Inc., the depositor for the series 2006-C4
securitization transaction. We are a Delaware
corporation. Our address is 388 Greenwich
Street, New York, New York 10013 and our
telephone number is (212) 816-6000. We are a
wholly-owned subsidiary of Citigroup Financial
Products Inc. and an affiliate of (a) Citigroup
Global Markets Inc., one of the underwriters,
and (b) Citigroup Global Markets Realty Corp.,
one of the sponsors. See "Transaction
Participants--The Depositor" in each of this
offering prospectus and the accompanying base
prospectus.
SPONSORS...................... Citigroup Global Markets Realty Corp., PNC
Bank, National Association and Barclays Capital
Real Estate Inc. will be the sponsors for the
series 2006-C4 securitization transaction.
Citigroup Global Markets Realty Corp. is our
affiliate and an affiliate of Citigroup Global
Markets Inc., one of the underwriters. PNC
Bank, National Association is an affiliate of
(a) PNC Capital Markets LLC, one of the
underwriters, and (b) Midland Loan Services,
Inc., the master servicer. Barclays Capital
Real Estate Inc. is an affiliate of Barclays
Capital Inc., one of the underwriters. See
"Transaction Participants--The Sponsors" in
this offering prospectus and "Transaction
Participants--The Sponsor" in the accompanying
base prospectus.
We will acquire the underlying mortgage loans
from the sponsors. Accordingly, they are from
time to time referred to in this offering
prospectus as mortgage loan sellers.
INITIAL TRUSTEE............... LaSalle Bank National Association, a national
banking association, will act as the initial
trustee on behalf of the series 2006-C4
certificateholders. See "Transaction
Participants--The Trustee" in this offering
prospectus. Following the transfer of the
underlying mortgage loans to the issuing
entity, the trustee, on behalf of the series
2006-C4 certificateholders, will become the
mortgagee of record under each underlying
mortgage loan. The trustee will further be
responsible for calculating the amount of
principal and interest to be paid to, and
making distributions to, the series 2006-C4
certificateholders, as described under
"Transaction Participants--The Trustee" and
"Description of the Offered Certificates" in
this offering prospectus. The trustee will
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also have, or be responsible for appointing an
agent to perform, additional duties with
respect to tax administration.
INITIAL MASTER SERVICER....... Midland Loan Services, Inc., a Delaware
corporation, will act as the initial master
servicer with respect to the underlying
mortgage loans. Midland Loan Services, Inc. is
an affiliate of PNC Bank, National Association,
one of the sponsors, and PNC Capital Markets
LLC, one of the underwriters. See "Transaction
Participants--The Servicers--The Initial Master
Servicer" in this offering prospectus.
INITIAL SPECIAL SERVICER...... J.E. Robert Company, Inc., a Virginia
corporation, will act as the initial special
servicer with respect to the underlying
mortgage loans. See "Transaction
Participants--The Servicers--The Initial
Special Servicer" in this offering prospectus.
RELEVANT DATES AND PERIODS
CUT-OFF DATE.................. References in this offering prospectus to the
"cut-off date" mean, individually and
collectively, as the context may require: with
respect to the 148 underlying mortgage loans
having their first due dates in or prior to
June 2006, the related due date of each such
underlying mortgage loan in June 2006; and with
respect to the 18 underlying mortgage loans
having their first due dates in July 2006, June
1, 2006.
All payments and collections received on each
underlying mortgage loan after the cut-off
date, excluding any payments or collections
that represent amounts due on or before that
date, will belong to the issuing entity.
ISSUE DATE.................... The date of initial issuance of the offered
certificates will be on or about June 29, 2006.
DISTRIBUTION
FREQUENCY/DISTRIBUTION DATE... Payments on the offered certificates are
scheduled to occur monthly, commencing in July
2006. During any given month, the distribution
date will be the fourth business day following
the related determination date.
DETERMINATION DATE............ The 11th day of each month or, if such 11th day
is not a business day, the next succeeding
business day, commencing in July 2006.
Notwithstanding the foregoing, the master
servicer may make its determination as to the
collections received in respect of certain
mortgage loans as of an earlier date during
each month.
With respect to any calendar month, references
in this offering prospectus to "determination
date" mean, as to each mortgage loan, the
applicable determination date occurring in such
month.
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RECORD DATE................... The record date for each monthly payment on an
offered certificate will be the last business
day of the prior calendar month. The registered
holders of the offered certificates at the
close of business on each record date, will be
entitled to receive, on the following
distribution date, any payments on those
certificates, except that the last payment on
any offered certificate will be made only upon
presentation and surrender of the certificate.
COLLECTION PERIOD............. Amounts available for payment on the series
2006-C4 certificates on any distribution date
will depend on the payments and other
collections received, and any advances of
payments due, on or with respect to the
underlying mortgage loans during the related
collection period. Each collection period:
o will relate to a particular distribution
date;
o will be approximately one month long;
o will begin when the prior collection
period ends or, in the case of the first
collection period, will begin on the day
following the cut-off date; and
o will end at the close of business on the
determination date immediately preceding
the related distribution date.
However, the collection period for any
distribution date for certain mortgage loans
may differ from the collection period with
respect to the rest of the mortgage pool for
that distribution date because the
determination dates for those mortgage loans
may not be the same as the determination date
for the rest of the mortgage pool. Accordingly,
there may be more than one collection period
with respect to some distribution dates.
With respect to any distribution date,
references in this offering prospectus to
"collection period" mean, as to each mortgage
loan, the applicable collection period ending
in the month in which that distribution date
occurs.
INTEREST ACCRUAL PERIOD....... The amount of interest payable with respect to
the offered certificates on any distribution
date will be a function of the interest accrued
during the related interest accrual period. The
interest accrual period for the offered
certificates for any distribution date will be
the calendar month immediately preceding the
month in which that distribution date occurs.
RATED FINAL DISTRIBUTION
DATE.......................... The rated final distribution date with respect
to the offered certificates will be the
distribution date in March 2049.
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DESCRIPTION OF THE OFFERED CERTIFICATES
REGISTRATION AND
DENOMINATIONS................. We intend to deliver the offered certificates
in book-entry form in original denominations of
$10,000 initial principal balance and in any
whole dollar denomination in excess thereof and
in any greater whole dollar denominations.
You will initially hold your offered
certificates, directly or indirectly, through
The Depository Trust Company, and they will be
registered in the name of Cede & Co. as nominee
for The Depository Trust Company. 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 under
"Description of the Offered
Certificates--Registration and Denominations"
in this offering prospectus and under
"Description of the Certificates--Book-Entry
Registration" in the accompanying base
prospectus.
PAYMENTS
A. GENERAL.................... The trustee will make payments of interest and,
except in the case of the class X certificates,
principal to the following classes of series
2006-C4 certificateholders, sequentially as
follows:
1st.......... A-1, A-2, A-SB,
A-3, A-1A and X
2nd.......... A-M
3rd.......... A-J
4th.......... B
5th.......... C
6th.......... D
7th.......... E
8th.......... F
9th.......... G
10th......... H
11th......... J
12th......... K
13th......... L
14th......... M
15th......... N
16th......... O
17th......... P
For purposes of allocating payments on the most
senior classes of the series 2006-C4
certificates, the mortgage pool will be divided
into:
o a loan group no. 1 consisting of 134
underlying mortgage loans that are secured
by property types other than multifamily;
and
o a loan group no. 2 consisting of 32
underlying mortgage loans that are secured
by multifamily properties.
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Loan group no. 1 will contain a total of 134
underlying mortgage loans that represent 83.0%
of the initial mortgage pool balance, and loan
group no. 2 will contain a total of 32
underlying mortgage loans that represent 17.0%
of the initial mortgage pool balance.
Interest payments with respect to the class
A-1, A-2, A-SB, A-3, A-1A and X certificates
are to be made concurrently:
o in the case of the class A-1, A-2, A-SB
and A-3 certificates, on a pro rata basis
in accordance with the respective interest
entitlements evidenced by those classes of
series 2006-C4 certificates, from funds
attributable to loan group no. 1;
o in the case of the class A-1A
certificates, from funds attributable to
loan group no. 2; and
o in the case of the class X certificates,
from funds attributable to loan group no.
1 and/or loan group no. 2;
provided that, if the foregoing would result in
a shortfall in the interest payments on any of
the class A-1, A-2, A-SB, A-3, A-1A and/or X
certificates, then payments of interest will be
made on those classes of series 2006-C4
certificates, on a pro rata basis in accordance
with the respective interest entitlements
evidenced thereby, from available funds
attributable to the entire mortgage pool; and
provided, further, that the "available funds"
referred to above in this sentence do not
include amounts attributable to any mortgage
loan not held by the issuing entity.
The class Y and R certificates do not bear
interest and do not entitle their respective
holders to payments of interest.
Allocation of principal payments among the A-1,
A-2, A-SB, A-3 and A-1A classes also takes into
account loan groups and is described under
"--Payments--Payments of Principal" below. The
class X, Y and R certificates do not have
principal balances and do not entitle their
respective holders to payments of principal.
See "Description of the Offered
Certificates--Payments--Priority of Payments"
in this offering prospectus.
B. PAYMENTS OF INTEREST...... Each class of series 2006-C4 certificates
(other than the class Y and R certificates)
will bear interest. In each case, that interest
will accrue during each interest accrual period
based upon--
o the pass-through rate applicable for the
particular class of series 2006-C4
certificates for that interest accrual
period,
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o the total principal balance or notional
amount, as the case may be, of the
particular class of series 2006-C4
certificates outstanding immediately prior
to the related distribution date, and
o the assumption that each year consists of
twelve 30-day months.
On each distribution date, subject to available
funds from collections and advances on the
underlying mortgage loans, the payment
priorities described under
"--Payments--General" above, the holders of
each class of offered certificates will
generally be entitled to receive:
o all interest accrued with respect to that
class of offered certificates during the
related interest accrual period, as
described above in this
"--Payments--Payments of Interest"
subsection; plus
o any interest that such class of offered
certificateholders was entitled to receive
on all prior distribution dates, to the
extent not previously received; minus
o such class' allocable share of any
shortfalls in interest collections due to
prepayments on the underlying mortgage
loans, to the extent that such interest
shortfalls are not offset by certain
payments made by the master servicer;
minus
o such class' allocable share of any
reduction in interest paid on any
underlying mortgage loan as a result of a
modification that allows the reduction in
accrued but unpaid interest to be added to
the principal balance of the subject
mortgage loan.
See "Description of the Offered
Certificates--Payments--Payments of Interest"
in this offering prospectus.
C. PAYMENTS OF PRINCIPAL..... Subject to available funds and the payment
priority described under "-- Payments--General"
above, the holders of each class of offered
certificates will be entitled to receive a
total amount of principal over time equal to
the total principal balance of that particular
class.
The total payments of principal to be made with
respect to the series 2006-C4 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 underlying mortgage loans
during the related collection period,
which
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payments are either received as of the end
of that collection period or advanced by
the master servicer or the trustee; and
o the amount of any prepayments and other
unscheduled collections of previously
unadvanced principal with respect to the
underlying mortgage loans that are
received during the related collection
period.
If the master servicer, the special servicer or
the trustee reimburses itself out of general
collections on the mortgage pool for any
advance that it has determined is not
recoverable out of collections on the related
underlying mortgage loan, then that advance
(together with accrued interest thereon) will
be deemed, to the fullest extent permitted, to
be reimbursed first out of payments and other
collections of principal otherwise
distributable on the series 2006-C4
certificates, prior to being deemed reimbursed
out of payments and other collections of
interest otherwise distributable on the series
2006-C4 certificates. In addition, if payments
and other collections of principal on the
mortgage pool are applied to reimburse, or pay
interest on, any advance that is determined to
be nonrecoverable from collections on the
related underlying mortgage loan, as described
in the prior sentence, then that advance will
be reimbursed, and/or interest thereon will be
paid, first out of payments or other
collections of principal on the loan group
(i.e., loan group no. 1 or loan group no. 2, as
applicable) that includes the subject
underlying mortgage loan as to which the
advance was made, and prior to using payments
or other collections of principal on the other
loan group.
The trustee is required to make payments of
principal to the holders of the various classes
of the series 2006-C4 certificates with
principal balances in a specified sequential
order, taking account of whether the payments
(or advances in lieu thereof) and other
collections of principal that are to be
distributed were received and/or made with
respect to underlying mortgage loans in loan
group no. 1 or underlying mortgage loans in
loan group no. 2.
On any distribution date, subject to the
discussion under "--Payments--Amortization,
Liquidation and Payment Triggers" below,
amounts allocable to distributable principal of
loan group no. 1 will be applied to make
distributions of principal, first, with respect
to the class A-SB certificates, until the total
principal balance of that class is paid down to
the applicable scheduled principal balance
thereof set forth on Annex E to this offering
prospectus, and thereafter with respect to the
following classes of series 2006-C4
certificates in the following order (in each
case until the related total principal balance
is reduced to zero):
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1. class A-1,
2. class A-2,
3. class A-SB,
4. class A-3,
5. class A-1A,
6. class A-M,
7. class A-J,
8. class B,
9. class C,
10. class D, and
11. classes E, F, G, H, J, K, L, M, N, O and
P, in that order.
On any distribution date, subject to the
discussion under "--Payments--Amortization,
Liquidation and Payment Triggers" below,
amounts allocable to distributable principal of
loan group no. 2 will be applied to make
distributions of principal, first, with respect
to the class A-1A certificates, until the total
principal balance of that class is reduced to
zero, second, with respect to the class A-SB
certificates, until the total principal balance
of that class is paid down to the applicable
scheduled principal balance thereof set forth
on Annex E to this offering prospectus, and
thereafter with respect to the following
classes of series 2006-C4 certificates in the
following order (in each case until the related
total principal balance is reduced to zero):
1. class A-1,
2. class A-2,
3. class A-SB,
4. class A-3,
5. class A-M,
6. class A-J,
7. class B,
8. class C,
9. class D, and
10. classes E, F, G, H, J, K, L, M, N, O and
P, in that order.
The class X, Y and R certificates do not have
principal balances and do not entitle their
holders to payments of principal.
See "Description of the Offered
Certificates--Payments--Payments of Principal"
in this offering prospectus.
D. AMORTIZATION, LIQUIDATION
AND PAYMENT TRIGGERS....... Because of losses on the underlying mortgage
loans and/or default-related or other
unanticipated expenses of the issuing entity,
the total principal balance of the class A-M,
A-J, B, C, D, E, F, G, H, J, K, L, M, N, O and
P certificates could be reduced
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to zero at a time when the class A-1, A-2,
A-SB, A-3 and A-1A certificates, or any two or
more classes of those certificates, remain
outstanding. Under those circumstances, any
payments of principal on the outstanding class
A-1, A-2, A-SB, A-3 and A-1A certificates will
be made among those classes of certificates on
a pro rata basis, rather than sequentially, in
accordance with their respective total
principal balances.
Also, specified parties may terminate the
issuing entity and cause the retirement of the
series 2006-C4 certificates, as and when
described under "--Description of the Offered
Certificates--Optional Termination" below.
E. PAYMENTS OF PREPAYMENT
PREMIUMS AND YIELD
MAINTENANCE CHARGES........ If any prepayment premium or yield maintenance
charge is collected on any of the underlying
mortgage loans, then the trustee will pay that
amount, net of any liquidation fee payable in
connection with the receipt thereof, in the
proportions described under "Description of the
Offered Certificates--Payments--Payments of
Prepayment Premiums and Yield Maintenance
Charges" in this offering prospectus, to--
o the holders of the class X certificates;
and/or
o the holders of any of the class A-1, A-2,
A-SB, A-3, A-1A, A-M, A-J, B, C, D, E, F,
G and/or H certificates that are then
entitled to receive any principal payments
with respect to the loan group that
includes the prepaid mortgage loan.
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F. FEES AND EXPENSES.......... The amounts available for distribution on the
series 2006-C4 certificates on any distribution
date will generally be net of the following
fees and expenses:
TYPE / RECIPIENT AMOUNT/SOURCE FREQUENCY
----------------------- ------------------------------------------------ -----------
FEES
Master Servicing Fee / Payable with respect to each and every mortgage Monthly
Master Servicer loan held by the issuing entity, including each
specially serviced mortgage loan, if any, and
each mortgage loan, if any, as to which the
corresponding mortgaged real property has been
acquired as foreclosure property on behalf of
the issuing entity. With respect to each such
mortgage loan, the master servicing fee will:
(a) generally be calculated on the same
interest accrual basis as is applicable to the
accrual of interest with respect to that
mortgage loan; (b) accrue on the same principal
amount as interest accrues or is deemed to
accrue on that mortgage loan; (c) accrue at an
annual rate that ranges, on a loan-by-loan
basis, from 0.0300% to 0.1300% per annum; and
(d) be payable (i) monthly from amounts
allocable as interest with respect to that
mortgage loan and/or (ii) if the subject
mortgage loan and any related foreclosure
property has been liquidated on behalf of the
issuing entity, out of general collections on
the mortgage pool. Master servicing fees with
respect to any underlying mortgage loan will
include the primary servicing fees payable by
the master servicer to any sub-servicer with
respect to that mortgage loan.
Special Servicing Fee / Payable with respect to each mortgage loan held Monthly
Special Servicer by the issuing entity that is being specially
serviced or as to which the corresponding
mortgaged real property has been acquired as
foreclosure property on behalf of the issuing
entity. With respect to each such mortgage
loan, the special servicing fee will: (a)
generally be calculated on the same interest
accrual basis as is applicable to the accrual
of interest with respect to that mortgage loan;
(b) accrue on the same principal amount as
interest accrues or is deemed to accrue from
time to time on that mortgage loan; (c) accrue
at a special servicing fee rate of 0.25% per
annum; and (d) be payable monthly from general
collections on the mortgage pool. Special
servicing fees incurred by the issuing entity
may be offset by default interest and/or late
payment charges received with respect to the
related underlying mortgage loan.
Workout Fee / Special Payable with respect to each specially serviced Time to time
Servicer mortgage loan that the special servicer
successfully works out. 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 principal and interest,
other than default interest and post-ARD
additional interest, received on the subject
mortgage loan for so long as it is not returned
to special servicing by reason of an actual or
reasonably foreseeable default. Workout fees
incurred by the issuing entity may be offset by
default interest and/or late payment charges
received with respect to the related underlying
mortgage loan.
Liquidation Fee / Subject to the exceptions described under "The Time to time
Special Servicer Series 2006-C4 Pooling and Servicing
Agreement--Servicing and Other Compensation and
Payment of Expenses--Principal Special
Servicing Compensation--The Liquidation Fee" in
this offering prospectus, payable with respect
to: (a) each specially serviced mortgage
loan--or any replacement mortgage loan
substituted for it--as to which the special
servicer obtains a full or discounted payoff
from the related borrower; and (b) any
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TYPE / RECIPIENT AMOUNT/SOURCE FREQUENCY
----------------------- ------------------------------------------------ -----------
specially serviced mortgage loan or foreclosure
property as to which the special servicer
receives any liquidation proceeds, sale
proceeds, insurance proceeds or condemnation
proceeds. As to each such specially serviced
mortgage loan or foreclosure 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. Liquidation fees incurred by the
issuing entity may be offset by default
interest and/or late payment charges received
with respect to the related underlying mortgage
loan.
Trustee Fee / Trustee Payable out of general collections on the Monthly
mortgage pool and, for any distribution date,
will equal one month's interest at 0.0009% per
annum with respect to each and every mortgage
loan held by the issuing entity, including each
specially serviced mortgage loan, if any, and
each mortgage loan, if any, as to which the
corresponding mortgaged real property has been
acquired as foreclosure property on behalf of
the issuing entity.
EXPENSES
Servicing Advances / To the extent of funds available, the amount of Time to time
Trustee, Master any servicing advances.(1)
Servicer or Special
Servicer
Interest on Servicing At a rate per annum equal to a published prime Time to time
Advances / Master rate, accrued on the amount of each outstanding
Servicer, Special servicing advance.(2)
Servicer or Trustee
P&I Advances / Master To the extent of funds available, the amount of Time to Time
Servicer and Trustee any P&I advances.(1)
Interest on P&I At a rate per annum equal to a published prime Time to Time
Advances / Master rate, accrued on the amount of each outstanding
Servicer and Trustee P&I advance.(2)
Indemnification Amount to which such party is entitled to Time to time
Expenses / Depositor, indemnification under the series 2006-C4
Trustee, Master pooling and servicing agreement.(3)
Servicer or Special
Servicer and any
director, officer,
employee or agent of
the Depositor, Trustee,
Master Servicer or
Special Servicer
----------
(1) Reimbursable out of collections on the related mortgage loan, except that
advances that are determined not to be recoverable out of related
collections will be reimbursable first out of general collections of
principal on the mortgage pool and then out of other general collections on
the mortgage pool.
(2) Payable out of late payment charges and/or default interest on the related
mortgage loan or, in connection with or after reimbursement of the related
advance, out of general collections on the mortgage pool, although in some
cases interest on advances may be payable first out of general collections
of principal on the mortgage pool.
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(3) Payable out of general collections on the mortgage pool. In general, none
of the above specified persons are entitled to indemnification for (1) any
liability specifically required to be borne by the related person pursuant
to the terms of the series 2006-C4 pooling and servicing agreement, or (2)
any loss, liability or expense incurred by reason of willful misfeasance,
bad faith or negligence in the performance of, or the negligent disregard
of, such party's obligations and duties under the series 2006-C4 pooling
and servicing agreement, or as may arise from a breach of any
representation or warranty of such party made in the series 2006-C4 pooling
and servicing agreement.
The foregoing fees and expenses will generally
be payable prior to distribution on the offered
certificates. If any of the foregoing fees and
expenses are identified as being payable out of
a particular source of funds, then the subject
fee or expense, as the case may be, will be
payable out of that particular source of funds
prior to any application of those funds to make
payments with respect to the offered
certificates. In addition, if any of the
foregoing fees and expenses are identified as
being payable out of general collections with
respect to the mortgage pool, then the subject
fee or expense, as the case may be, will be
payable out of those general collections prior
to any application of those general collections
to make payments with respect to the offered
certificates. Further information with respect
to the foregoing fees and expenses, as well as
information regarding other fees and expenses,
is set forth under "Description of the Offered
Certificates--Fees and Expenses" in this
offering prospectus.
REDUCTIONS OF CERTIFICATE
PRINCIPAL BALANCES IN
CONNECTION WITH LOSSES ON THE
UNDERLYING MORTGAGE LOANS AND
DEFAULT-RELATED AND OTHER
UNANTICIPATED EXPENSES........ As and to the extent described under
"Description of the Offered
Certificates--Reductions of Certificate
Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" in
this prospectus supplement, losses on the
underlying mortgage loans and default-related
and/or otherwise unanticipated expenses of the
issuing entity will be allocated to reduce the
respective total principal balances of the
following classes of series 2006-C4 principal
balance certificates, sequentially in the
following order:
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REDUCTION ORDER CLASS
--------------- --------------------------
1st............ P
2nd............ O
3rd............ N
4th............ M
5th............ L
6th............ K
7th............ J
8th............ H
9th............ G
10th........... F
11th........... E
12th........... D
13th........... C
14th........... B
15th........... A-J
16th........... A-M
17th........... A-1, A-2, A-SB,
A-3 and A-1A, pro rata
by total principal balance
See "Description of the Offered
Certificates--Reductions of Certificate
Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" in
this offering prospectus.
ADVANCES OF DELINQUENT MONTHLY
DEBT SERVICE PAYMENTS......... As and to the extent, and subject to the
limitations, described under "The Series
2006-C4 Pooling and Servicing
Agreement--Advances--Advances of Delinquent
Monthly Debt Service Payments" in this offering
prospectus, the master servicer will be
required to make, for each distribution date, a
total amount of advances of principal and/or
interest generally equal to all monthly debt
service payments -- other than balloon payments
-- and assumed monthly debt service payments,
in each case net of related master servicing
fees, that:
o were due or deemed due, as the case may
be, with respect to the underlying
mortgage loans during the related
collection period; and
o 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.
In addition, the trustee must make any of those
advances that the master servicer is required,
but fails, to make. As described under "The
Series 2006-C4 Pooling and Servicing
Agreement--Advances--Advances of Delinquent
Monthly Debt Service Payments" in this offering
prospectus, any party that makes an advance
will be entitled to be reimbursed for the
advance, together with interest at a published
prime rate.
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Notwithstanding the foregoing, neither the
master servicer nor the trustee will be
required to make any advance that it
determines, or that the special servicer
determines, will not be recoverable from
proceeds of the related underlying mortgage
loan.
See "The Series 2006-C4 Pooling and Servicing
Agreement--Advances" in this offering
prospectus and "Description of the Governing
Documents--Advances" in the accompanying base
prospectus.
REPORTS TO
CERTIFICATEHOLDERS............ On each distribution date, the trustee will
provide or make available to the registered
holders of the series 2006-C4 certificates a
monthly report substantially in the form of
Annex D to this offering prospectus. The
trustee's report will detail, among other
things, the payments made to the series 2006-C4
certificateholders on that distribution date
and the performance of the underlying mortgage
loans and the mortgaged real properties.
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 underlying
mortgage loans and the mortgaged real
properties for those loans.
See "Description of the Offered
Certificates--Reports to Certificateholders;
Available Information" in this offering
prospectus.
OPTIONAL TERMINATION.......... Specified parties to the transaction may
terminate the issuing entity by purchasing all
of the mortgage loans and any foreclosure
properties held by the issuing entity, but only
when the outstanding total principal balance of
the series 2006-C4 certificates with principal
balances is less than 1.0% of the initial total
principal balance of the series 2006-C4
certificates with principal balances.
In addition, following the date on which the
total principal balance of the class A-1, A-2,
A-SB, A-3, A-1A, A-M, A-J, B, C, D, E, F, G and
H certificates are reduced to zero, the issuing
entity may also be terminated, with the consent
of 100 percent of the remaining series 2006-C4
certificateholders and subject to such
additional conditions as may be set forth in
the series 2006-C4 pooling and servicing
agreement, in connection with the exchange of
all the remaining series 2006-C4 certificates
for all the mortgage loans and foreclosure
properties held by the issuing entity at the
time of the exchange.
See "Description of the Offered
Certificates--Termination" in this offering
prospectus.
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THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
GENERAL....................... In this section, "--The Underlying Mortgage
Loans and the Mortgaged Real Properties," we
provide summary information with respect to the
mortgage loans that we intend to transfer to
the issuing entity. For more detailed
information regarding those mortgage loans, you
should review the following sections in this
offering prospectus:
o "Risk Factors;"
o "Description of the Mortgage Pool;"
o Annex A-1--Characteristics of the
Underlying Mortgage Loans and the
Mortgaged Real Properties;
o Annex A-2--Summary Characteristics of the
Underlying Mortgage Loans and the
Mortgaged Real Properties;
o Annex A-3--Summary Characteristics of the
Underlying Mortgage Loans in Loan Group
No. 1 and the related Mortgaged Real
Properties;
o Annex A-4--Summary Characteristics of the
Underlying Mortgage Loans in Loan Group
No. 2 and the related Mortgaged Real
Properties;
o Annex A-5--Characteristics of the
Multifamily and Manufactured Housing
Mortgaged Real Properties; and
o Annex B--Description of Ten Largest
Mortgage Loans and/or Groups of
Cross-Collateralized Mortgage Loans.
For purposes of calculating distributions on
the most senior classes of the series 2006-C4
certificates, the pool of mortgage loans
backing the series 2006-C4 certificates will be
divided into a loan group no. 1 and a loan
group no. 2.
Loan group no. 1 will consist of 134 mortgage
loans, with an initial loan group no. 1 balance
of $1,878,218,471 and representing
approximately 83.0% of the initial mortgage
pool balance, that are secured by the various
property types that constitute collateral for
those mortgage loans.
Loan group no. 2 will consist of 32 mortgage
loans, with an initial loan group no. 2 balance
of $385,317,567 and representing approximately
17.0% of the initial mortgage pool balance,
that are secured by multifamily properties.
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When reviewing the information that we have
included in this offering prospectus, including
the Annexes hereto, with respect to the
mortgage loans that are to back the offered
certificates, please note that--
o All numerical information provided with
respect to the underlying mortgage loans
is provided on an approximate basis.
o References to initial mortgage pool
balance mean the aggregate cut-off date
principal balance of all the underlying
mortgage loans; references to the initial
loan group no. 1 balance mean the
aggregate cut-off date principal balance
of the underlying mortgage loans in loan
group no. 1; and references to the initial
loan group no. 2 balance mean the
aggregate cut-off date principal balance
of the underlying mortgage loans in loan
group no. 2. We will transfer each of the
underlying mortgage loans, at its
respective cut-off date principal balance,
to the issuing entity. We show the cut-off
date principal balance for each of the
underlying mortgage loans on Annex A-1 to
this offering prospectus.
o All weighted average information provided
with respect to the underlying mortgage
loans reflects a weighting based on their
respective cut-off date principal
balances.
o When information with respect to mortgaged
real properties is expressed as a
percentage of the initial mortgage pool
balance, the initial loan group no. 1
balance or the initial loan group no. 2
balance, the percentages are based upon
the cut-off date principal balances of the
related underlying mortgage loans or
allocated portions of those balances.
o If any of the underlying mortgage loans is
secured by multiple mortgaged real
properties, a portion of that mortgage
loan has been allocated to each of those
properties for purposes of providing
various statistical information in this
offering prospectus.
o The general characteristics of the entire
mortgage pool backing the offered
certificates are not necessarily
representative of the general
characteristics of either loan group no. 1
or loan group no. 2. The yield and risk of
loss on any class of offered certificates
may depend on, among other things, the
composition of each of loan group no. 1
and loan group no. 2. The general
characteristics of each such loan group
should also be analyzed when making an
investment decision.
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o Whenever we refer to a particular
underlying mortgage loan or mortgaged real
property by name, we mean the underlying
mortgage loan or mortgaged real property,
as the case may be, identified by that
name on Annex A-1 to this offering
prospectus. Whenever we identify a
particular underlying mortgage loan by
loan number, we are referring to the
underlying mortgage loan identified by
that loan number on Annex A-1 to this
offering prospectus.
o Statistical information regarding the
underlying mortgage loans may change prior
to the date of initial issuance of the
offered certificates due to changes in the
composition of the mortgage pool prior to
that date, and the initial mortgage pool
balance may be as much as 5% larger or
smaller than indicated.
LOAN COMBINATIONS............. The largest mortgage loan that we intend to
transfer to the issuing entity has a cut-off
date principal balance of $200,000,000,
representing 8.8% of the initial mortgage pool
balance and 10.6% of the initial loan group no.
1 balance, and is part of an aggregate debt in
the amount of $545,655,010, that is evidenced
by six (6) promissory notes and secured by
liens on the portfolio of mortgaged real
properties identified on Annex A-1 to this
offering prospectus as ShopKo Portfolio. Those
six (6) promissory notes are pari passu in the
right of payment to each other. The ShopKo
Portfolio underlying mortgage loan is evidenced
by two (2) of those promissory notes, one in
the unpaid principal amount of $100,000,000
currently held by Citigroup Global Markets
Realty Corp. and one in the unpaid principal
amount of $100,000,000 currently held by
Barclays Capital Real Estate Inc. None of the
other four (4) promissory notes will be
transferred to the issuing entity. Each of
those other four (4) promissory notes
represents a debt obligation of the related
borrowers and is treated as a separate mortgage
loan. The total ShopKo Portfolio debt is
presented in this offering prospectus as a loan
combination consisting of multiple loans
(including the ShopKo Portfolio underlying
mortgage loan and the four (4) ShopKo Portfolio
mortgage loans not transferred to the issuing
entity). The entire ShopKo Portfolio loan
combination will be serviced and administered
pursuant to the series 2006-C4 pooling and
servicing agreement.
In addition, the mortgage loan secured by the
mortgaged real property identified on Annex A-1
to this offering prospectus as Wimbledon Place
Apartments, which has a cut-off date principal
balance of $7,750,000, representing 0.3% of the
initial mortgage pool balance and 2.0% of the
initial loan group no. 2 balance, is part of a
loan combination that also includes a $250,000
B-note loan that will not be transferred to the
issuing entity. That B-note loan is an
obligation of the same borrower, and is secured
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by the same mortgage instrument encumbering the
Wimbledon Place Apartments mortgaged real
property, as is the Wimbledon Place Apartments
underlying mortgage loan. The Wimbledon Place
Apartments underlying mortgage loan is
generally senior in right of payment to the
corresponding B-note loan.
See "Description of the Mortgage Pool--The Loan
Combinations" in this offering prospectus for a
description of the related co-lender
arrangement and the priority of payments among
the mortgage loans comprising each of the
above-discussed loan combinations, and see "The
Series 2006-C4 Pooling and Servicing
Agreement--The Series 2006-C4 Controlling Class
Representative and the Non-Trust Loan
Noteholders" in this offering prospectus for a
description of certain rights of the holders of
the respective mortgage loans in those loan
combinations that will not be included in the
series 2006-C4 securitization transaction. See
also the description of the ShopKo Portfolio
underlying mortgage loan on Annex B to this
offering prospectus and "Risk Factors--The
Mortgaged Real Properties that Secure Some
Mortgage Loans in the Series 2006-C4
Securitization Transaction Also Secure One or
More Related Mortgage Loans That Will Not Be
Transferred to the Issuing Entity; The
Interests of the Holders of Those Related
Mortgage Loans May Conflict with Your
Interests" in this offering prospectus.
ACQUISITION OF MORTGAGE
LOANS......................... On or prior to the date of initial issuance of
the offered certificates, we will acquire the
subject mortgage loans from the sponsors and
will transfer those mortgage loans to the
issuing entity. Each of Citigroup Global
Markets Realty Corp. and Barclays Capital Real
Estate Inc. holds one of the two promissory
notes that together evidence the ShopKo
Portfolio underlying mortgage loan.
Accordingly, we will acquire one-half of that
mortgage loan from each of those sponsors.
Following the date of initial issuance of the
series 2006-C4 certificates, no party will have
the ability to add mortgage loans to the assets
of the issuing entity. However, substitutions
of underlying mortgage loans as to which there
exists a material uncured breach of certain
representations and warranties or a material
uncured document defect or omission may occur
under the circumstances described under
"Description of the Mortgage
Pool--Representations and Warranties;
Repurchases and Substitutions", "--Assignment
of the Mortgage Loans; Repurchases and
Substitutions" and "--Repurchase or
Substitution of Cross-Collateralized Mortgage
Loans" in this offering prospectus.
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PAYMENT AND OTHER TERMS
A. General.................... Each of the mortgage loans that we intend to
transfer to the issuing entity is the
obligation of a borrower to repay a specified
sum with interest.
Repayment of each of the mortgage loans that we
intend to transfer to the issuing entity is
secured by a mortgage lien on the fee simple
and/or leasehold interest of the related
borrower or another party in one or more
commercial or multifamily real properties.
Except for limited permitted encumbrances,
which we identify in the glossary to this
offering prospectus, that mortgage lien will be
a first priority lien.
All of the mortgage loans that we intend to
transfer to the issuing entity are or should be
considered nonrecourse. None of those mortgage
loans is insured or guaranteed by any
governmental agency or instrumentality or by
any private mortgage insurer.
B. Mortgage Rates............. Each of the mortgage loans that we intend to
transfer to the issuing entity currently
accrues interest at the annual rate specified
with respect to that loan on Annex A-1 to this
offering prospectus. Except as otherwise
described below with respect to each mortgage
loan that has an anticipated repayment date,
and further except as described in the next
paragraph, the mortgage rate for each mortgage
loan that we intend to transfer to the issuing
entity is, in the absence of default, fixed for
the entire term of the loan.
With respect to two (2) mortgage loans secured
by mortgaged real properties identified on
Annex A-1 to this offering prospectus as
Mallard Crossing Apartments and Four Winds
Apartments, respectively, representing 1.6% of
the initial mortgage pool balance and 9.6% of
the initial loan group no. 2 balance, the
respective mortgage rates step up annually from
the initial mortgage rate through the first
seven (7) years of the loan term.
C. Balloon Loans.............. One hundred fifty (150) of the mortgage loans
that we intend to transfer to the issuing
entity, representing 95.7% of the initial
mortgage pool balance, of which 118 mortgage
loans are in loan group no. 1, representing
94.8% of the initial loan group no. 1 balance,
and 32 mortgage loans are in loan group no. 2,
representing 100.0% of the initial loan group
no. 2 balance, each provide for:
o an amortization schedule that is
significantly longer than its remaining
term to stated maturity or for no
amortization prior to stated maturity; and
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o a substantial balloon payment of principal
on its maturity date.
Eighty-one (81) of the 150 balloon mortgage
loans that we intend to transfer to the issuing
entity, representing 54.9% of the initial
mortgage pool balance, of which 63 mortgage
loans are in loan group no. 1, representing
51.5% of the initial mortgage pool balance, and
18 mortgage loans are in loan group no. 2,
representing 71.1% of the initial loan group
no. 2 balance, provide for payments of interest
only for periods ranging from the first 12 to
the first 84 payments following origination.
Nine (9) of the 150 balloon mortgage loans that
we intend to transfer to the issuing entity,
representing 10.5% of the initial mortgage pool
balance, of which seven (7) mortgage loans are
in loan group no. 1, representing 11.0% of the
initial loan group no. 1 balance, and two (2)
mortgage loans are in loan group no. 2,
representing 7.8% of the initial loan group no.
2 balance, provide for payments of interest
only until maturity.
D. ARD Loans.................. Sixteen (16) of the mortgage loans that we
intend to transfer to the issuing entity,
representing 4.3% of the initial mortgage pool
balance and 5.2% of the initial loan group no.
1 balance, each provides incentives to the
related borrower to pay the subject mortgage
loan in full by a specified date prior to
maturity. We consider that date to be the
anticipated repayment date for each of those
mortgage loans. There can be no assurance,
however, that these incentives will result in
any of those mortgage loans being paid in full
on or before its anticipated repayment date.
The incentives, which in each case will become
effective as of the related anticipated
repayment date, may (but need not) include:
o the calculation of interest at an annual
rate in excess of the initial mortgage
rate, which additional interest will be
deferred, may be compounded, will be
payable only after the outstanding
principal balance of the mortgage loan is
paid in full and, if collected, will be
distributed with respect to the class Y
certificates; and
o the application of all or a portion of
excess cash flow from the mortgaged real
property, after debt service payments and
any specified reserves or expenses have
been funded or paid, to pay the principal
amount of the mortgage loan, which payment
of principal will be in addition to the
principal portion of the normal monthly
debt service payment.
Eleven (11) of the 16 mortgage loans with
anticipated repayment dates that we intend to
transfer to the issuing entity, representing
3.0% of the initial mortgage pool balance and
3.6% of the initial loan group no. 1 balance,
provide for payments of interest only
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for the periods ranging from the first 36
payments to the first 60 payments following
origination.
DELINQUENCY STATUS/LOSS
INFORMATION................... None of the mortgage loans that we intend to
transfer to the issuing entity was more than 30
days delinquent with respect to any monthly
debt service payment at any time since
origination of the subject underlying mortgage
loan. Further, none of the mortgage loans that
we intend to transfer to the issuing entity
have experienced any losses of principal or
interest (through forgiveness of debt or
restructuring) since origination.
PREPAYMENT RESTRICTIONS....... As described more fully on Annex A-1 to this
offering prospectus, as of the cut-off date,
all of the mortgage loans that we intend to
transfer to the issuing entity provide for one
or more of the following:
o a prepayment lock-out period, during which
the principal balance of the mortgage loan
may not be voluntarily prepaid in whole or
in part;
o a defeasance period, during which
voluntary prepayments are still
prohibited, but the related borrower may
obtain a full or partial release of the
related mortgaged real property through
defeasance; and/or
o a prepayment consideration period, during
which voluntary prepayments are permitted,
subject to the payment of a yield
maintenance premium or other additional
consideration for the prepayment.
Notwithstanding the foregoing prepayment
restrictions, prepayments may occur in
connection with loan defaults, casualties and
condemnations in respect of the mortgaged real
properties and, in certain cases, out of cash
holdbacks where certain conditions relating to
the holdback have not been satisfied.
Furthermore, prepayment premiums and/or yield
maintenance charges may not be payable in
connection with prepayments of this type.
The prepayment terms of each of the mortgage
loans that we intend to transfer to the issuing
entity are set forth in Annex A-1 to this
offering prospectus. See also "Description of
the Mortgage Pool--Terms and Conditions of the
Underlying Mortgage Loans--Prepayment
Provisions" in this offering prospectus.
DEFEASANCE.................... One hundred fifty-two (152) of the mortgage
loans that we intend to transfer to the issuing
entity, representing 92.1% of the initial
mortgage pool balance, of which 123 mortgage
loans are in loan group no. 1, representing
93.9% of the initial loan group
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no. 1 balance, and 29 mortgage loans are
in loan group no. 2, representing 83.0% of the
initial loan group no. 2 balance, permit the
related borrower to defease the mortgage loan
and obtain a release of the mortgaged real
property from the related mortgage lien by
delivering U.S. Treasury obligations or other
government securities as substitute collateral,
but continue to prohibit voluntary prepayments
during the defeasance period. None of those 152
mortgage loans permits defeasance prior to the
second anniversary of the date of initial
issuance of the series 2006-C4 certificates.
ADDITIONAL STATISTICAL
INFORMATION................... Set forth below is selected statistical
information regarding the mortgage pool, loan
group no. 1 and loan group no. 2, respectively.
A. GENERAL CHARACTERISTICS.... The mortgage pool, loan group no. 1 and loan
group no. 2, respectively, will have the
following general characteristics as of the
cut-off date:
MORTGAGE LOAN GROUP LOAN GROUP
POOL NO. 1 NO. 2
-------------- -------------- ------------
Initial mortgage pool/loan group balance......................... $2,263,536,038 $1,878,218,471 $385,317,567
Number of mortgage loans......................................... 166 134 32
Number of mortgaged real properties.............................. 289 256 33
Highest cut-off date principal balance........................... $ 200,000,000 $ 200,000,000 $55,000,000
Lowest cut-off date principal balance............................ $ 721,000 $ 721,000 $ 865,000
Average cut-off date principal balance........................... $ 13,635,759 $ 14,016,556 $ 12,041,174
Highest mortgage rate............................................ 7.5600% 6.6500% 7.5600%
Lowest mortgage rate............................................. 4.3750% 5.2300% 4.3750%
Weighted average mortgage rate................................... 5.7620% 5.8120% 5.5181%
Longest original loan term to maturity or anticipated repayment
date.......................................................... 180 months 180 months 180 months
Shortest original loan term to maturity or anticipated repayment
date.......................................................... 60 months 60 months 60 months
Weighted average original loan term to maturity or anticipated
repayment date................................................ 117 months 117 months 115 months
Longest remaining loan term to maturity or anticipated repayment
date.......................................................... 179 months 176 months 179 months
Shortest remaining loan term to maturity or anticipated
repayment date................................................ 55 months 58 months 55 months
Weighted average remaining loan term to maturity or anticipated
repayment date................................................ 114 months 114 months 111 months
Highest underwritten net cash flow debt service coverage ratio... 2.52x 2.52x 1.94x
Lowest underwritten net cash flow debt service coverage ratio.... 1.15x 1.15x 1.15x
Weighted average underwritten net cash flow debt service
coverage ratio................................................ 1.34x 1.35x 1.27x
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MORTGAGE LOAN GROUP LOAN GROUP
POOL NO. 1 NO. 2
-------------- -------------- ------------
Highest cut-off date loan-to-value ratio......................... 80.08% 80.08% 79.17%
Lowest cut-off date loan-to-value ratio.......................... 39.05% 39.05% 48.15%
Weighted average cut-off date loan-to-value ratio................ 71.69% 71.81% 71.15%
Highest maturity date/ARD loan-to-value ratio.................... 74.37% 74.37% 72.28%
Lowest maturity date/ARD loan-to-value ratio..................... 38.07% 38.07% 40.98%
Weighted average maturity date/ARD loan-to-value ratio........... 64.03% 63.99% 64.24%
When reviewing the foregoing table, please note
the following:
o The initial mortgage pool balance is
subject to a permitted variance of plus or
minus 5%. The initial loan group no. 1
balance and the initial loan group no. 2
balance may each also vary.
o In the case of many of the mortgage loans
that we intend to transfer to the issuing
entity, the calculation of underwritten
annual net cash flow for the related
mortgaged real property or properties --
which is, in turn, used in the calculation
of underwritten net cash flow debt service
coverage ratios -- was based on various
assumptions regarding projected rental
income and/or occupancy. Furthermore, in
the case of several mortgage loans that we
intend to transfer to the issuing entity,
the loan-to-value and/or debt service
coverage information presented in the
foregoing table (a) takes into account
various assumptions regarding the
financial performance of the related
mortgaged real property that are
consistent with the respective performance
related criteria required to obtain the
release of a cash holdback or letter of
credit that serves as additional
collateral or otherwise covers losses to a
limited extent and/or (b) reflects an
application of that cash holdback or
letter of credit to pay down the subject
mortgage loan, with (if applicable) a
corresponding reamortization of the
monthly debt service payment. In addition,
in some cases, the "as-stabilized"
appraised value was used to calculate the
loan-to-value ratios.
o In the case of some mortgage loans that we
intend to transfer to the issuing entity,
the respective mortgage rates step up
annually during a portion of the loan
term. With respect to information related
to mortgage rates for these underlying
mortgage loans, including the weighted
average mortgage rate, the mortgage rates
in effect as of the cut-off date were
used. With respect to information related
to the calculation of debt service
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coverage ratios for these underlying
mortgage loans, the maximum mortgage rates
were used.
o In the case of the ShopKo Portfolio
underlying mortgage loan, the
loan-to-value and debt service coverage
information presented in the foregoing
table takes into account each other
mortgage loan that is part of the ShopKo
Portfolio loan combination. In the case of
the Wimbledon Place Apartments underlying
mortgage loan, the loan-to-value and debt
service coverage information presented in
the foregoing table does not reflect the
related Wimbledon Place Apartments
B-note loan.
B. GEOGRAPHIC CONCENTRATION... The table below shows the number of, and
percentage of the initial mortgage pool
balance, the initial loan group no. 1 balance
and the initial loan group no. 2 balance,
secured by, mortgaged real properties located
in the indicated states or regions:
NUMBER OF % OF INITIAL
MORTGAGED MORTGAGE % OF INITIAL LOAN % OF INITIAL LOAN GROUP
STATE/REGION PROPERTIES POOL BALANCE GROUP NO. 1 BALANCE NO. 2 BALANCE
------------------------------ ---------- ------------ ------------------- -----------------------
California.................... 17 15.7% 15.7% 15.7%
Southern California........ 10 13.3 13.1 14.3
Northern California........ 7 2.4 2.6 1.4
Virginia...................... 8 7.3 8.1 3.5
Wisconsin..................... 50 7.0 7.2 6.1
Pennsylvania.................. 12 6.8 6.5 8.6
Florida....................... 11 6.8 8.2 --
Washington.................... 17 4.9 5.2 3.8
New York...................... 10 4.3 5.2 --
Georgia....................... 12 4.1 3.5 6.6
Massachusetts................. 5 3.3 4.0 --
Tennessee..................... 4 3.2 3.1 3.5
Other......................... 143 36.6 33.4 52.2
The reference to "Other" in the foregoing
table, insofar as it relates to the entire
mortgage pool, includes 29 other states. No
more than 3.2% of the initial mortgage pool
balance is secured by mortgaged real properties
located in any of those other jurisdictions.
Northern California includes areas with zip
codes of 93906 and above, and Southern
California includes areas with zip codes of
92870 and below.
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C. PROPERTY TYPES............. The table below shows the number of, and
percentage of the initial mortgage pool
balance, the initial loan group no. 1 balance
and the initial loan group no. 2 balance,
secured by, mortgaged real properties
predominantly operated for each indicated
purpose:
NUMBER OF % OF INITIAL
MORTGAGED MORTGAGE % OF INITIAL LOAN % OF INITIAL LOAN
PROPERTY TYPES PROPERTIES POOL BALANCE GROUP NO. 1 BALANCE GROUP NO. 2 BALANCE
------------------------------------ ---------- ------------ ------------------- --------------------
Retail.............................. 158 29.8% 35.9% --
Anchored, Single Tenant.......... 122 11.6 13.9 --
Anchored......................... 17 10.7 12.9 --
Unanchored....................... 11 4.8 5.8 --
Shadow Anchored.................. 4 2.0 2.4 --
Unanchored, Single Tenant........ 2 0.1 0.1 --
Regional Mall.................... 1 0.4 0.5 --
Shadow Anchored, Single Tenant... 1 0.2 0.2 --
Office.............................. 48 32.7 39.4 --
Suburban......................... 35 24.4 29.4 --
Flex............................. 2 0.4 0.4 --
Medical Office................... 8 3.2 3.8 --
CBD.............................. 3 4.8 5.7 --
Multifamily......................... 33 17.0 -- 100.0
Conventional..................... 27 14.4 -- 84.8
Student Housing.................. 5 2.2 -- 12.9
Section 8........................ 1 0.4 -- 2.2
Hospitality......................... 25 10.7 12.9 --
Industrial.......................... 18 6.5 7.8 --
Mixed Use........................... 5 2.4 2.9 --
Land................................ 1 0.7 0.8 --
Manufactured Housing................ 1 0.3 0.3 --
With respect to each of the four (4) mortgaged
real properties identified in the foregoing
table as "Shadow Anchored" none of the relevant
anchor tenants is on any portion of the
particular property that is subject to the lien
of the related mortgage instrument.
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D. ENCUMBERED INTERESTS....... The table below shows the number of, and
percentage of the initial mortgage pool
balance, the initial loan group no. 1 balance
and the initial loan group no. 2 balance,
secured by, mortgaged real properties for which
the whole or predominant encumbered interest is
as indicated:
NUMBER OF % OF INITIAL
MORTGAGED MORTGAGE % OF INITIAL LOAN % OF INITIAL LOAN
ENCUMBERED INTERESTS PROPERTIES POOL BALANCE GROUP NO. 1 BALANCE GROUP NO. 2 BALANCE
----------------------- ---------- ------------ ------------------- -------------------
Fee Simple............. 276(1) 96.1% 96.4% 94.8%
Leasehold.............. 9(2) 2.1 1.5 5.2
Fee Simple in part and
Leasehold in part... 4(3) 1.8 2.1 --
----------
(1) Two hundred forty-four (244) of these mortgaged real properties secure
mortgage loans in loan group no. 1 and 32 of these mortgaged real
properties secure mortgage loans in loan group no. 2.
(2) Eight (8) of these mortgaged real properties secure mortgage loans in loan
group no. 1 and one (1) of these mortgaged real properties secures a
mortgage loan in loan group no. 2.
(3) All of these mortgaged real properties secure mortgage loans in loan group
no. 1.
It should be noted that each mortgage loan
secured by overlapping fee and leasehold
interests is presented as being secured by a
fee simple interest in this offering prospectus
and is therefore included within the category
referred to as "Fee Simple" in the chart above.
REMOVAL OF UNDERLYING MORTGAGE
LOANS
A. REPURCHASE OR SUBSTITUTION
DUE TO BREACH OF
REPRESENTATION OR WARRANTY
OR A DOCUMENT DEFICIENCY... As of the date of initial issuance of the
offered certificates, and subject to certain
exceptions, each sponsor will make with respect
to each underlying mortgage loan (or, in the
case of the ShopKo Portfolio underlying
mortgage loan, the applicable portion thereof)
contributed by it, the representations and
warranties generally described under
"Description of the Mortgage
Pool--Representations and Warranties;
Repurchases and Substitutions" in this offering
prospectus. If there exists a material uncured
breach of any of those representations and
warranties, or if there exists a material
uncured document defect or omission with
respect to any underlying mortgage loan (as
discussed under "Description of the Mortgage
Pool--Assignment of the Mortgage Loans;
Repurchases and Substitutions" in this offering
prospectus), then the sponsor that contributed
the affected mortgage loan will be required,
under certain circumstances, to (1) repurchase
the affected mortgage loan at a price generally
equal to the sum of (a) the unpaid principal
balance of that mortgage loan at the time of
purchase, (b) all unpaid interest, other than
post-ARD additional interest and default
interest, due with respect to that mortgage
loan
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through the due date in the collection period
of purchase, (c) all unreimbursed servicing
advances with respect to that mortgage loan,
(d) all unpaid interest accrued on advances
made with respect to that mortgage loan, and
(e) certain other amounts payable under the
series 2006-C4 pooling and servicing agreement
or (2) substitute a qualified substitute
mortgage loan and pay the shortfall amount
equal to the difference between the amounts set
forth in clause (1) above and the stated
principal balance of such qualified substitute
mortgage loan as of the date of substitution;
provided that each sponsor that contributed a
portion of the ShopKo Portfolio underlying
mortgage loan will only be responsible for
repurchasing or replacing that portion. See
"Description of the Mortgage
Pool--Representations and Warranties;
Repurchases and Substitutions," "--Assignment
of the Mortgage Loans; Repurchases and
Substitutions" and "--Repurchase or
Substitution of Cross-Collateralized Mortgage
Loans" in this offering prospectus.
B. FAIR VALUE OPTION......... The largest single holder or beneficial owner,
as applicable, of certificates of the series
2006-C4 controlling class (which is described
under "The Series 2006-C4 Pooling and Servicing
Agreement--The Series 2006-C4 Controlling Class
Representative and the Non-Trust Loan
Noteholders--Series 2006-C4 Controlling Class"
in this offering prospectus) and the special
servicer will each have an assignable option to
purchase any mortgage loan held by the issuing
entity that meets the requisite default
criteria, at a price generally equal to either:
(1) the sum of (a) the outstanding principal
balance of that mortgage loan, (b) all accrued
and unpaid interest on that mortgage loan,
other than default interest, (c) all
unreimbursed servicing advances with respect to
that mortgage loan, (d) all unpaid interest
accrued on advances made by the master
servicer, the special servicer and/or the
trustee with respect to that mortgage loan, and
(e) any other amounts payable under the series
2006-C4 pooling and servicing agreement; or (2)
following the determination thereof, the fair
value of that mortgage loan. In addition, each
holder of a ShopKo Portfolio mortgage loan that
is not transferred to the issuing entity will
have a fair value purchase option solely as to
the ShopKo Portfolio underlying mortgage loan.
See "The Series 2006-C4 Pooling and Servicing
Agreement--Fair Value Purchase Option" and
"Description of the Mortgage Pool--The Loan
Combinations--The ShopKo Portfolio Loan
Combination" in this offering prospectus.
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37
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C. OTHER PURCHASE OPTIONS.... The following third parties or their designees
will have the option to purchase one or more
underlying mortgage loans from the issuing
entity, at no less than the outstanding
principal balance thereof plus accrued
interest, generally after such mortgage loan
has become a specially serviced mortgage loan
or otherwise under various default scenarios:
o pursuant to a related co-lender agreement,
each holder of a ShopKo Portfolio mortgage
loan that is not transferred to the
issuing entity will have the option to
purchase the ShopKo Portfolio underlying
mortgage loan from the issuing entity
under the default scenarios described
under "Description of the Mortgage
Pool--The Loan Combinations--The ShopKo
Portfolio Loan Combination" in this
offering prospectus;
o pursuant to a related co-lender,
intercreditor or similar agreement, the
holder of the Wimbledon Place Apartments
B-note loan has been granted the right to
purchase the Wimbledon Place Apartments
underlying mortgage loan from the issuing
entity under the default scenarios
described under "Description of the
Mortgage Pool--The Loan Combinations--The
Wimbledon Place Apartments Loan
Combination" in this offering prospectus;
and
o a mezzanine lender with respect to the
borrower under an underlying mortgage loan
may be entitled to purchase a defaulted
mortgage loan from the issuing entity upon
the occurrence of a default thereunder or
upon the transfer to special servicing,
pursuant to a purchase right as set forth
in the related intercreditor agreement
(see "Description of the Mortgage
Pool--Additional Loan and Property
Information--Additional and Other
Financing" in this offering prospectus).
LEGAL AND INVESTMENT CONSIDERATIONS
FEDERAL INCOME TAX
CONSEQUENCES.................. The trustee or its agent will make elections to
treat designated portions of the assets of the
issuing entity as two (2) real estate mortgage
investment conduits, or REMICs, under sections
860A through 860G of the Internal Revenue Code
of 1986, as amended, designated as REMIC I and
REMIC II. Any assets not included in a REMIC
will constitute one or more grantor trusts for
U.S. federal income tax purposes.
The offered certificates will be treated as
regular interests in REMIC II. 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 offered
certificates in accordance with the accrual
method of accounting even if you are otherwise
a
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38
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cash method taxpayer. The offered certificates
will not represent any interest in the grantor
trust referred to above.
One or more classes of the offered certificates
may be issued with more than a de minimis
amount of original issue discount. If you own
an offered certificate issued with original
issue discount, you may have to report original
issue discount income and be subject to a tax
on this income before you receive a
corresponding cash payment. When determining
the rate of accrual of original issue discount,
market discount and premium, if any, with
respect to the series 2006-C4 certificates for
federal income tax purposes, the prepayment
assumption used will be that following any date
of determination:
o any underlying mortgage loan with an
anticipated repayment date will be paid in
full on that date,
o no underlying mortgage loan will otherwise
be prepaid prior to maturity, and
o there will be no extension of maturity for
any mortgage loan held by the issuing
entity.
Some of the offered certificates may be treated
as having been issued at a premium.
For a more detailed discussion of the federal
income tax aspects of investing in the offered
certificates, see "Federal Income Tax
Consequences" in each of this offering
prospectus and the accompanying base
prospectus.
ERISA......................... We anticipate that, subject to satisfaction of
the conditions referred to under "ERISA
Considerations" in this offering prospectus,
retirement plans and other employee benefit
plans and arrangements subject to--
o Title I of the Employee Retirement Income
Security Act of 1974, as amended, or
o section 4975 of the Internal Revenue Code
of 1986, as amended,
will be able to invest in the offered
certificates without giving rise to a
prohibited transaction. This is based upon an
individual prohibited transaction exemption
granted to a predecessor to Citigroup Global
Markets Inc. by the U.S. Department of Labor.
If you are a fiduciary of any retirement plan
or other employee benefit plan or arrangement
subject to Title I of ERISA or section 4975 of
the Internal Revenue Code of 1986, as amended,
you are encouraged to review carefully with
your legal advisors
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39
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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 Internal Revenue Code of 1986, as
amended.
LEGAL INVESTMENT.............. The offered certificates will not be mortgage
related securities within the meaning of the
Secondary Mortgage Market Enhancement Act of
1984, as amended. All institutions whose
investment activities are subject to legal
investment laws and regulations, regulatory
capital requirements or review by regulatory
authorities are encouraged to consult with
their own legal advisors in determining whether
and to what extent the offered certificates
will be legal investments for them. See "Legal
Investment" in this offering prospectus and in
the accompanying base prospectus.
INVESTMENT CONSIDERATIONS..... The rate and timing of payments and other
collections of principal on or with respect to
the underlying mortgage loans may affect the
yield to maturity on your offered certificates.
In the case of any offered certificate
purchased at a discount from its principal
balance, a slower than anticipated rate of
payments and other collections of principal on
the underlying mortgage loans could result in a
lower than anticipated yield. In the case of
any offered certificate purchased at a premium
from its principal balance, a faster than
anticipated rate of payments and other
collections of principal on the underlying
mortgage loans could result in a lower than
anticipated yield.
The yield on the other offered certificates
with variable or capped pass-through rates,
could also be adversely affected if the
underlying mortgage loans with relatively
higher net mortgage interest rates pay
principal faster than the underlying mortgage
loans with relatively lower net mortgage
interest rates.
See "Yield and Maturity Considerations" in this
offering prospectus and in the accompanying
base prospectus.
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40
RISK FACTORS
The offered certificates are not suitable investments for all investors.
You should not purchase any offered certificates unless you understand and are
able to bear the risks associated with those certificates.
The offered certificates are complex securities and it is important that
you possess, either alone or together with an investment advisor, the expertise
necessary to evaluate the information contained in this offering prospectus and
the accompanying base prospectus in the context of your financial situation.
You should consider the following factors, as well as those set forth under
"Risk Factors" in the accompanying base prospectus, in deciding whether to
purchase any offered certificates. The "Risk Factors" section in the
accompanying base prospectus includes a number of general risks associated with
making an investment in the offered certificates.
THE CLASS A-M, A-J, B, C AND D CERTIFICATES ARE SUBORDINATE TO, AND ARE
THEREFORE RISKIER THAN, THE CLASS A-1, A-2, A-SB, A-3 AND A-1A CERTIFICATES.
If you purchase class A-M, A-J, B, C and D certificates, then your offered
certificates will provide credit support to other classes of series 2006-C4
certificates, including the A-1, A-2, A-SB, A-3, A-1A and X classes. As a
result, you will receive payments after, and must bear the effects of losses on
the underlying mortgage loans before, the holders of those other classes of
series 2006-C4 certificates.
When making an investment decision, you should consider, among other
things--
o the payment priorities of the respective classes of the series 2006-C4
certificates,
o the order in which the principal balances of the respective classes of
the series 2006-C4 certificates with balances will be reduced in
connection with losses and default-related shortfalls, and
o the characteristics and quality of the mortgage loans backing the
offered certificates.
See "Description of the Mortgage Pool" and "Description of the Offered
Certificates--Payments" and "--Reductions of Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses" in this
offering prospectus. See also "Risk Factors--The Investment Performance of Your
Offered Certificates Will Depend Upon Payments, Defaults and Losses on the
Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly
Unpredictable," "--Any Credit Support for Your Offered Certificates May Be
Insufficient to Protect You Against All Potential Losses" and "--Payments on the
Offered Certificates Will Be Made Solely from the Limited Assets of the Related
Trust, and Those Assets May Be Insufficient to Make All Required Payments on
Those Certificates" in the accompanying base prospectus.
THE OFFERED CERTIFICATES HAVE UNCERTAIN YIELDS TO MATURITY
The yields on your offered certificates will depend on--
o the price you paid for your offered certificates, and
o the rate, timing and amount of payments on your offered certificates.
41
The rate, timing and amount of payments on your offered certificates will
depend on:
(a) the pass-through rate for, and other payment terms of, your offered
certificates;
(b) the rate and timing of payments and other collections of principal on
the underlying mortgage loans or, in some cases, a particular group of
underlying mortgage loans;
(c) the rate and timing of defaults, and the severity of losses, if any,
on the underlying mortgage loans or, in some cases, a particular group
of underlying mortgage loans;
(d) the rate, timing, severity and allocation of other shortfalls and
expenses that reduce amounts available for payment on your offered
certificates;
(e) the collection and payment of prepayment premiums and yield
maintenance charges with respect to the underlying mortgage loans or,
in some cases, a particular group of underlying mortgage loans; and
(f) servicing decisions with respect to the underlying mortgage loans or,
in some cases, a particular group of underlying mortgage loans.
In general, these factors cannot be predicted with any certainty.
Accordingly, you may find it difficult to determine the effect that these
factors might have on the yield to maturity of your offered certificates.
In the absence of significant losses on the mortgage pool, holders of the
class A-1, A-2, A-SB and A-3 certificates should be concerned with the factors
described in clauses (b) through (f) of the second preceding paragraph primarily
insofar as they relate to the underlying mortgage loans in loan group no. 1.
Until the class A-1, A-2, A-SB and A-3 certificates are retired, holders of the
class A-1A certificates should, in the absence of significant losses on the
mortgage pool, be concerned with the factors described in clauses (b) through
(f) of the second preceding paragraph primarily insofar are they relate to the
underlying mortgage loans in loan group no. 2.
See "Description of the Mortgage Pool," "The Series 2006-C4 Pooling and
Servicing Agreement," "Description of the Offered Certificates--Payments" and
"--Reductions of Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" and "Yield and Maturity
Considerations" in this offering prospectus. See also "Risk Factors--The
Investment Performance of Your Offered Certificates Will Depend Upon Payments,
Defaults and Losses on the Underlying Mortgage Loans; and Those Payments,
Defaults and Losses May Be Highly Unpredictable" and "Yield and Maturity
Considerations" in the accompanying base prospectus.
THE INVESTMENT PERFORMANCE OF YOUR OFFERED CERTIFICATES MAY VARY MATERIALLY AND
ADVERSELY FROM YOUR EXPECTATIONS BECAUSE THE RATE OF PREPAYMENTS AND OTHER
UNSCHEDULED COLLECTIONS OF PRINCIPAL ON THE UNDERLYING MORTGAGE LOANS IS FASTER
OR SLOWER THAN YOU ANTICIPATED
If you purchase any offered certificate at a premium from its principal
balance, and if payments and other collections of principal on the underlying
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 any offered
certificate at a discount from its principal balance, and if payments and other
collections of principal on the underlying 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.
42
Holders of the class A-1, A-2, A-SB and A-3 certificates will be very
affected by the rate of payments and other collections of principal on the
underlying mortgage loans in loan group no. 1 and, in the absence of significant
losses on the mortgage pool, should be largely unaffected by the rate and timing
of payments and other collections of principal on the underlying mortgage loans
in loan group no. 2. Conversely, holders of the class A-1A certificates will be
very affected by the rate and timing of payments and other collections of
principal on the underlying mortgage loans in loan group no. 2 and, only after
the retirement of the class A-1, A-2, A-SB and A-3 certificates or in connection
with significant losses on the mortgage pool, will be affected by the rate and
timing of payments and other collections of principal on the underlying mortgage
loans in loan group no. 1.
You should consider the following factors, as well as those set forth under
"Risk Factors" in the accompanying base prospectus, in deciding whether to
purchase any offered certificates. The "Risk Factors" section in the
accompanying base prospectus includes a number of general risks associated with
making an investment in the offered certificates.
The yield on the offered certificates with a variable or capped
pass-through rate could also be adversely affected if the underlying mortgage
loans with relatively higher net mortgage interest rates pay principal faster
than the mortgage loans with relatively lower net mortgage interest rates.
THE INTERESTS OF THE SERIES 2006-C4 CONTROLLING CLASS CERTIFICATEHOLDERS MAY BE
IN CONFLICT WITH THE INTERESTS OF THE OFFERED CERTIFICATEHOLDERS
The holders or beneficial owners of series 2006-C4 certificates
representing a majority interest in the controlling class of series 2006-C4
certificates will be entitled to: (a) appoint a representative having the rights
and powers described and/or referred to under "The Series 2006-C4 Pooling and
Servicing Agreement--The Series 2006-C4 Controlling Class Representative and the
Non-Trust Loan Noteholders" in this offering prospectus; and (b) replace the
special servicer under the series 2006-C4 pooling and servicing agreement,
subject to satisfaction of the conditions described under "The Series 2006-C4
Pooling and Servicing Agreement--Replacement of the Special Servicer" in this
offering prospectus. Among other things, the series 2006-C4 controlling class
representative may direct the special servicer under the series 2006-C4 pooling
and servicing agreement to take, or to refrain from taking, certain actions with
respect to the servicing and/or administration of any specially serviced
mortgage loans and foreclosure properties held by the issuing entity that the
series 2006-C4 controlling class representative may consider advisable, except
to the extent that: (x) a holder or group of holders of ShopKo Portfolio
mortgage loans that have not been included in the series 2006-C4 securitization
transaction, or a designee or representative thereof, may otherwise do so with
respect to the ShopKo Portfolio loan combination; and/or (y) the consent of the
holder of the Wimbledon Place Apartments B-note loan and/or the consent of a
mezzanine lender may be required with respect to certain modifications of the
related underlying mortgage loan.
In the absence of significant losses on the underlying mortgage loans, the
series 2006-C4 controlling class will be a non-offered class of series 2006-C4
certificates. The series 2006-C4 controlling class certificateholders are
therefore likely to have interests that conflict with those of the holders of
the offered certificates. You should expect that the series 2006-C4 controlling
class representative will exercise its rights and powers on behalf of the series
2006-C4 controlling class certificateholders, and it will not be liable to any
other class of series 2006-C4 certificateholders for so doing.
43
REPAYMENT OF THE UNDERLYING MORTGAGE LOANS DEPENDS ON THE OPERATION OF THE
MORTGAGED REAL PROPERTIES.
The underlying mortgage loans are secured by mortgage liens on fee and/or
leasehold interests in the following types of real property:
o retail;
o office;
o multifamily;
o hospitality;
o industrial;
o mixed use;
o land; and
o manufactured housing.
The risks associated with lending on these types of real properties are
inherently different from those associated with lending on the security of
single-family residential properties. This is because, among other reasons,
repayment of each of the underlying mortgage loans is dependent on--
o the successful operation and value of the related mortgaged real
property, and
o the related borrower's ability to refinance the mortgage loan or sell
the related mortgaged real property.
See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan
Depends Upon the Performance and Value of the Underlying Real Property, Which
May Decline Over Time, and the Related Borrower's Ability to Refinance the
Property, of Which There Is No Assurance" and "--The Various Types of
Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying
a Series of Offered Certificates May Present Special Risks" in the accompanying
base prospectus.
RISKS ASSOCIATED WITH CONDOMINIUM OWNERSHIP
Three (3) mortgage loans that we intend to transfer to the issuing entity,
secured by the mortgaged real properties identified on Annex A-1 to this
offering prospectus as Great Wolf Resorts Portfolio, Mill & Main and Hayden Park
Office, respectively, representing 2.8%, 0.2% and 0.2%, respectively, of the
initial mortgage pool balance and 3.4%, 0.2% and 0.2%, respectively, of the
initial loan group no. 1 balance, are each secured in whole or, in the case of
the Great Wolf Resorts Portfolio underlying mortgage loan, in part by the
related borrower's interest in a commercial condominium unit. See "Risk
Factors--Lending on Condominium Units Creates Risks for Lenders That Are Not
Present When Lending on Non-Condominiums" in the accompanying base prospectus,
for risks related to lending on a mortgage loan secured by an interest in one or
more condominium unit(s).
44
THE MORTGAGED REAL PROPERTY WILL BE THE SOLE ASSET AVAILABLE TO SATISFY THE
AMOUNTS OWING UNDER AN UNDERLYING MORTGAGE LOAN IN THE EVENT OF DEFAULT
All of the mortgage loans that we intend to transfer to the issuing entity
are or should be considered nonrecourse loans. You should anticipate that, if
the related borrower defaults on any of the underlying mortgage loans, only the
mortgaged real property and any additional collateral for the relevant loan,
such as escrows or letters of credit, but none of the other assets of the
borrower, is available to satisfy the debt. Even if the related loan documents
permit recourse to the borrower or a guarantor, the special servicer may not be
able to ultimately collect the amount due under a defaulted mortgage loan or
under a guaranty. None of the mortgage loans are insured or guaranteed by any
governmental agency or instrumentality or by any private mortgage insurer. See
"Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends
Upon the Performance and Value of the Underlying Real Property, Which May
Decline Over Time, and the Related Borrower's Ability to Refinance the Property,
of Which There Is No Assurance--Most of the Mortgage Loans Underlying Your
Offered Certificates Will Be Nonrecourse" in the accompanying base prospectus.
IN SOME CASES, PAYMENTS ON AN UNDERLYING MORTGAGE LOAN ARE DEPENDENT ON A SINGLE
TENANT OR ON ONE OR A FEW MAJOR TENANTS AT THE RELATED MORTGAGED REAL PROPERTY
In the case of 188 mortgaged real properties, securing 40.4% of the initial
mortgage pool balance and 48.7% of the initial loan group no. 1 balance, the
related borrower has leased the property to at least one tenant that occupies
25% or more of the particular property. In the case of 149 of those properties,
securing 20.4% of the initial mortgage pool balance and 24.6% of the initial
loan group no. 1 balance, and including each of the ShopKo Portfolio underlying
mortgaged properties, the related borrower has leased the particular property to
a single tenant that occupies 90% or more of the property. Accordingly, the full
and timely payment of each of the related underlying mortgage loans is highly
dependent on the continued operation of one or more major tenants, which, in
some cases, is the sole tenant at the mortgaged real property. See "Risk
Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the
Performance and Value of the Underlying Real Property, Which May Decline Over
Time, and the Related Borrower's Ability to Refinance the Property, of Which
There Is No Assurance--The Successful Operation of a Multifamily or Commercial
Property Depends on Tenants," "--Repayment of a Commercial or Multifamily
Mortgage Loan Depends Upon the Performance and Value of the Underlying Real
Property, Which May Decline Over Time, and the Related Borrower's Ability to
Refinance the Property, of Which There Is No Assurance--Dependence on a Single
Tenant or a Small Number of Tenants Makes a Property Riskier Collateral" and
"--Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the
Performance and Value of the Underlying Real Property, Which May Decline Over
Time and the Related Borrower's Ability to Refinance the Property, of Which
There Is No Assurance--Tenant Bankruptcy Adversely Affects Property Performance"
in the accompanying base prospectus.
TEN PERCENT OR MORE OF THE INITIAL MORTGAGE POOL BALANCE WILL BE SECURED BY
MORTGAGE LIENS ON THE RESPECTIVE BORROWER'S INTERESTS IN EACH OF THE FOLLOWING
PROPERTY TYPES--RETAIL, OFFICE, MULTIFAMILY AND HOSPITALITY
One hundred fifty-eight (158) of the mortgaged real properties, securing
29.8% of the initial mortgage pool balance and 35.9% of the initial loan group
no. 1 balance, are primarily used for retail purposes. We consider 145 of the
subject retail properties (which include regional malls), securing 24.9% of the
initial mortgage pool balance and 30.0% of the initial loan group no. 1 balance,
respectively, to be anchored, including shadow anchored; and 13 of the subject
retail properties, securing 4.9% of the initial mortgage pool balance and 5.9%
of the initial loan group no. 1 balance, respectively, to be unanchored. A
number of factors may adversely affect the value and successful operation of a
retail property as discussed under "Risk Factors--The Various Types of
Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying
a Series of Offered Certificates May Present Special Risks--Retail Properties"
in the accompanying base prospectus.
45
Forty-eight (48) of the mortgaged real properties, securing 32.7% of the
initial mortgage pool balance and 39.4% of the initial loan group no. 1 balance,
respectively, are primarily used for office purposes. Some of those office
properties are heavily dependent on one or a few major tenants that lease a
substantial portion of the related mortgaged real property. A number of factors
may adversely affect the value and successful operation of an office property as
discussed under "Risk Factors--The Various Types of Multifamily and Commercial
Properties that May Secure Mortgage Loans Underlying a Series of Offered
Certificates May Present Special Risks--Office Properties" in the accompanying
base prospectus.
Thirty-three (33) of the mortgaged real properties, securing 17.0% of the
initial mortgage pool balance and 100.0% of the initial loan group no. 2
balance, respectively, are primarily used for multifamily rental purposes. A
number of factors may adversely affect the value and successful operation of a
multifamily rental property as discussed under "Risk Factors--The Various Types
of Multifamily and Commercial Properties that May Secure Mortgage Loans
Underlying a Series of Offered Certificates May Present Special Risks
--Multifamily Rental Properties" in the accompanying base prospectus.
Twenty-five (25) of the mortgaged real properties, collectively securing
10.7% of the initial mortgage pool balance and 12.9% of the initial loan group
no. 1 balance, respectively, are primarily used for hospitality purposes, such
as hotels and motels. Hospitality properties may be operated under franchise
agreements. A number of factors may adversely affect the value and successful
operation of a hospitality property as discussed under "Risk Factors--The
Various Types of Multifamily and Commercial Properties that May Secure Mortgage
Loans Underlying a Series of Offered Certificates May Present Special Risks
--Hospitality Properties" in the accompanying base prospectus.
In general, if the issuing entity holds a significant concentration of
mortgage loans that are secured by mortgage liens on a particular type of
income-producing property, then the overall performance of the mortgage pool
will be materially more dependent on the factors that affect the operations at
and value of that property type. See "Risk Factors--The Various Types of
Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying
a Series of Offered Certificates May Present Special Risks" in the accompanying
base prospectus.
TEN PERCENT OR MORE OF THE INITIAL MORTGAGE POOL BALANCE WILL BE SECURED BY
MORTGAGE LIENS ON REAL PROPERTIES LOCATED IN THE STATE OF CALIFORNIA AND FIVE
PERCENT OR MORE OF THE INITIAL MORTGAGE POOL BALANCE WILL BE SECURED BY MORTGAGE
LIENS ON REAL PROPERTIES LOCATED IN EACH OF THE FOLLOWING STATES--VIRGINIA,
WISCONSIN, PENNSYLVANIA AND FLORIDA
The mortgaged real properties located in each of the following states
secure mortgage loans or allocated portions of mortgage loans that represent
5.0% or more of the initial mortgage pool balance:
% OF INITIAL % OF INITIAL % OF INITIAL
NUMBER OF MORTGAGE% LOAN GROUP LOAN GROUP
STATE PROPERTIES POOL BALLANCE NO.1 BALANCE NO.2 BALANCE
----------------------------- ---------- ------------- ------------ ------------
California .................. 17 15.7% 15.7% 15.7%
Southern California(1) ... 10 13.3 13.1 14.3
Northern California(1) ... 7 2.4 2.6 1.4
Virginia .................... 8 7.3 8.1 3.5
Wisconsin ................... 50 7.0 7.2 6.1
Pennsylvania ................ 12 6.8 6.5 8.6
Florida ..................... 11 6.8 8.2 --
----------
(1) Northern California includes areas with zip codes of 93906 and above, and
Southern California includes areas with zip codes of 92870 and below.
46
If the issuing entity holds a significant concentration of mortgage loans
that are secured by mortgage liens on real properties located in a particular
state or jurisdiction, then the overall performance of the mortgage pool will be
materially more dependent on economic and other conditions or events in that
jurisdiction. See "Risk Factors--Geographic Concentration Within a Trust Exposes
Investors to Greater Risk of Default and Loss" in the accompanying base
prospectus. The mortgaged real properties located in any given state or
jurisdiction may be concentrated in one or more areas within that state. Annex
A-1 to this offering prospectus contains the address for each mortgaged real
property.
THE MORTGAGE POOL WILL INCLUDE MATERIAL CONCENTRATIONS OF BALLOON LOANS AND
LOANS WITH ANTICIPATED REPAYMENT DATES
One hundred fifty (150) of the mortgage loans that we intend to transfer to
the issuing entity, representing 95.7% of the initial mortgage pool balance, of
which 118 mortgage loans are in loan group no. 1, representing 94.8% of the
initial loan group no. 1 balance, and 32 mortgage loans are in loan group no. 2,
representing 100% of the initial loan group no. 2 balance, respectively, are
balloon loans. In addition, 16 mortgage loans that we intend to transfer to the
issuing entity, representing 4.3% of the initial mortgage pool balance and 5.2%
of the initial loan group no. 1 balance, each provides material incentives for
the related borrower to repay the loan by an anticipated repayment date prior to
maturity. Nine (9) of those balloon loans, representing 10.5% of the initial
mortgage pool balance, of which seven (7) mortgage loans are in loan group no.
1, representing 11.0% of the initial loan group no. 1 balance, and two (2)
mortgage loans are in loan group no. 2, representing 7.8% of the initial loan
group no. 2 balance, respectively, provide for payments of interest-only through
maturity. The ability of a borrower to make the required balloon payment on a
balloon loan, or payment of the entire principal balance of an interest-only
balloon loan, at maturity, and the ability of a borrower to repay a mortgage
loan, on or before any related anticipated repayment date, in each case depends
upon the borrower's ability either to refinance the loan or to sell the
mortgaged real property. Although a mortgage loan may provide the related
borrower with incentives to repay the loan by an anticipated repayment date
prior to maturity, the failure of that borrower to do so will not be a default
under that loan. See "Description of the Mortgage Pool--Terms and Conditions of
the Underlying Mortgage Loans" in this offering prospectus and "Risk
Factors--The Investment Performance of Your Offered Certificates Will Depend
Upon Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those
Payments, Defaults and Losses May Be Highly Unpredictable--There Is an Increased
Risk of Default Associated with Balloon Payments" in the accompanying base
prospectus.
THE MORTGAGE POOL WILL INCLUDE SOME DISPROPORTIONATELY LARGE MORTGAGE LOANS
The inclusion in the mortgage pool of one or more loans that have
outstanding principal balances that are substantially larger than the other
mortgage loans in that pool can result in losses that are more severe, relative
to the size of the mortgage pool, than would be the case if the total balance of
the mortgage pool were distributed more evenly. The 10 largest mortgage loans
and/or groups of cross-collateralized mortgage loans that will be transferred to
the issuing entity represent 34.1% of the initial mortgage pool balance, the 10
largest mortgage loans and/or groups of cross-collateralized mortgage loans to
be included in loan group no. 1 represent 40.0% of the initial loan group no. 1
balance, and the 10 largest mortgage loans and/or groups of cross-collateralized
mortgage loans to be included in loan group no. 2 represent 60.7% of the initial
loan group no. 2 balance. See "Description of the Mortgage Pool--General" and
"--Cross-Collateralized Mortgage Loans and Multiple Property Mortgage Loans" in,
and Annex B to, this offering prospectus and "Risk Factors--Loan Concentration
Within a Trust Exposes Investors to Greater Risk of Default and Loss" in the
accompanying base prospectus.
47
THE MORTGAGE POOL WILL INCLUDE LEASEHOLD MORTGAGE LOANS AND LENDING ON A
LEASEHOLD INTEREST IN REAL PROPERTY IS RISKIER THAN LENDING ON THE FEE INTEREST
IN THAT PROPERTY.
Three (3) mortgage loans, representing 1.3% of the initial mortgage pool
balance, of which two (2) mortgaged loans are in loan group no. 1, representing
0.5% of the loan group no. 1 balance, and one (1) of the mortgage loans is in
loan group no. 2, representing 5.2% of the initial loan group no. 2 balance, are
secured by a mortgage lien on the related borrower's leasehold interest (but not
by the underlying fee interest) in all or a material portion of the related
mortgaged real property. In addition, six (6) mortgage loans, representing 13.8%
of the initial mortgage pool balance and 16.6% of the initial loan group no. 1
balance, respectively, are each secured by a mortgage lien on the related
borrower's leasehold interest on a portion of the mortgaged real property and
the fee simple interest in the other portion of that property (or, in the case
of two (2) of these six (6) mortgage loans, involving portfolios of multiple
properties, on the related borrower's leasehold interest in some of the subject
mortgaged real properties and the borrower's fee simple interest in the
remaining subject mortgaged real properties).
Because of possible termination of the related ground lease, lending on a
leasehold interest in a real property is riskier than lending on an actual
ownership interest in that property notwithstanding the fact that a lender, such
as the trustee on behalf of the issuing entity, generally will have the right to
cure defaults under the related ground lease. In addition, the terms of certain
ground leases may require that insurance proceeds or condemnation awards be
applied to restore the property or be paid, in whole or in part, to the ground
lessor rather than be applied against the outstanding principal balance of the
related mortgage loan. Finally, there can be no assurance that any of the ground
leases securing an underlying mortgage loan contain all of the provisions that a
lender may consider necessary or desirable to protect its interest as a lender
with respect to a leasehold mortgage loan. See "Description of the Mortgage
Pool--Additional Loan and Property Information--Ground Leases" in this offering
prospectus and "Risk Factors--Lending on Ground Leases Creates Risks for Lenders
That Are Not Present When Lending on an Actual Ownership Interest in a Real
Property" and "Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Considerations" in the accompanying base prospectus.
SOME OF THE MORTGAGED REAL PROPERTIES ARE LEGAL NONCONFORMING USES OR LEGAL
NONCONFORMING STRUCTURES
Many of the mortgage loans are secured by a mortgage lien on a real
property that is a legal nonconforming use or a legal nonconforming structure.
This may impair the ability of the related borrower to restore the improvements
on a mortgaged real property to its current form or use following a major
casualty. See "Description of the Mortgage Pool--Additional Loan and Property
Information--Zoning and Building Code Compliance" in this offering prospectus
and "Risk Factors--Changes in Zoning Laws May Adversely Affect the Use or Value
of a Real Property" in the accompanying base prospectus.
SOME OF THE MORTGAGED REAL PROPERTIES MAY NOT COMPLY WITH ALL APPLICABLE ZONING
LAWS AND/OR LOCAL BUILDING CODES OR WITH THE AMERICANS WITH DISABILITIES ACT OF
1990
Some of the mortgaged real properties securing mortgage loans that we
intend to transfer to the issuing entity may not comply with all applicable
zoning or land-use laws and ordinances, with all applicable local building codes
or with the Americans with Disabilities Act of 1990. Compliance, if required,
can be expensive. Failure to comply could result in penalties and/or
restrictions on the use of the subject mortgaged real property, in whole or in
part. There can be no assurance that any of the mortgage loans that we intend to
transfer to the issuing entity do not have outstanding building code violations.
See "Description of the Mortgage Pool--Additional Loan and Property
Information--Zoning and Building Code Compliance" in this offering prospectus
and "Risk Factors--Compliance with the Americans with Disabilities Act of 1990
May Be Expensive" and "Legal Aspects of Mortgage Loans--Americans with
Disabilities Act" in the accompanying base prospectus.
48
For example, with respect to the mortgaged real property identified on
Annex A-1 to this offering prospectus as Woodstream Apartments, which secures a
mortgage loan representing 1.5% of the initial mortgage pool balance and 8.6% of
the initial loan group 2 balance, the related mortgaged real property is
currently in violation of building codes with respect to the ventilation of each
of the individual apartment units. $400,000 of loan proceeds were escrowed to
pay for the cost of remedying such violation and the borrower is required to
complete such repairs within 270 days from March 31, 2006 (the closing date of
the loan), however, so long as the borrower is diligently pursuing completion,
the borrower may obtain a 60 day extension period to complete such repairs. The
lender is not required to release the escrowed funds until the borrower provides
evidence to lender of satisfactory completion of such repairs, including, a
building code compliance letter from the municipality.
Further, some of the mortgaged real properties securing mortgage loans that
we intend to transfer to the issuing entity may comply currently with applicable
zoning or land-use ordinances by virtue of certain contractual arrangements or
agreements. However, if those contractual arrangements or agreements are
breached or otherwise terminated, then the related mortgaged real property or
properties may no longer be in compliance.
MULTIPLE MORTGAGED REAL PROPERTIES ARE OWNED BY THE SAME BORROWER, AFFILIATED
BORROWERS OR BORROWERS WITH RELATED PRINCIPALS OR ARE OCCUPIED, IN WHOLE OR IN
PART, BY THE SAME TENANT OR AFFILIATED TENANTS, WHICH PRESENTS A GREATER RISK TO
INVESTORS IN THE EVENT OF THE BANKRUPTCY OR INSOLVENCY OF ANY SUCH BORROWER OR
TENANT
Twenty-three (23) separate groups of mortgage loans that we intend to
transfer to the issuing entity have borrowers that, in the case of each of those
groups, are the same or under common control. The four (4) largest of these
separate groups represent 9.0%, 2.3%, 2.2% and 2.2%, respectively, of the
initial mortgage pool balance. See "Description of the Mortgage
Pool--Cross-Collateralized Mortgage Loans and Multiple Property Mortgage Loans"
and "--Mortgage Loans with Affiliated Borrowers" in this offering prospectus.
In addition, there are tenants who lease space at more than one mortgaged
real property securing mortgage loans that we intend to transfer to the issuing
entity. Furthermore, there may be tenants that are related to or affiliated with
a borrower and, like other contracts with affiliates, leases with tenants who
are affiliates of the landlord may not have been negotiated on an arm's-length
basis and may contain terms more favorable to the affiliate tenant than might be
available to tenants unrelated to the borrower. See Annex A-1 to this offering
prospectus for a list of the three most significant tenants at each of the
mortgaged real properties used for retail, office and/or industrial/warehouse
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 two or more of the mortgaged real properties securing the underlying
mortgage loans could have an adverse effect on all of those properties and on
the ability of those properties to produce sufficient cash flow to make required
payments on the subject mortgage loans. See "Risk Factors--Repayment of a
Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value
of the Underlying Real Property, Which May Decline Over Time, and the Related
Borrower's Ability to Refinance the Property, of Which There Is No
Assurance--Tenant Bankruptcy Adversely Affects Property Performance,"
"--Borrower Concentration Within a Trust Exposes Investors to Greater Risk of
Default and Loss" and "--Borrower Bankruptcy Proceedings Can Delay and Impair
Recovery on a Mortgage Loan Underlying Your Offered Certificates" in the
accompanying base prospectus.
SOME OF THE MORTGAGED REAL PROPERTIES ARE OR MAY BE ENCUMBERED BY ADDITIONAL
DEBT AND THE OWNERSHIP INTERESTS IN SOME BORROWERS HAVE BEEN OR MAY BE PLEDGED
TO SECURE DEBT WHICH, IN EITHER CASE, MAY REDUCE THE CASH FLOW AVAILABLE TO THE
SUBJECT MORTGAGED REAL PROPERTY
The ShopKo Portfolio underlying mortgage loan, which is the largest
mortgage loan that we intend to transfer to the issuing entity and represents
8.8% of the initial mortgage pool balance, and 10.6% of the initial loan group
no. 1 balance, is part of a loan combination that includes multiple additional
mortgage loans (not
49
included in the series 2006-C4 securitization transaction) that are: (a) pari
passu and pro rata in right of payment with, and cross-defaulted with, the
subject underlying mortgage loan; and (b) secured by the same mortgage
instrument(s) encumbering the same portfolio of mortgaged real properties as is
the subject underlying mortgage loan. The entire ShopKo Portfolio loan
combination has an unpaid principal balance as of the cut-off date of
$545,655,010. See "Description of the Mortgage Pool--The Loan Combinations--The
ShopKo Portfolio Loan Combination" in, and the discussion of the ShopKo
Portfolio underlying mortgage loan on Annex B to, this offering prospectus.
The Wimbledon Place Apartments underlying mortgage loan, which represents
0.3% of the initial mortgage pool balance and 2.0% of the initial loan group no.
2 balance, is part of a loan combination that includes an additional mortgage
loan (not included in the Series 2006-C4 securitization transaction) that is:
(a) subordinate in right of payment with, and cross-defaulted with, the subject
underlying mortgage loan and (b) secured by the same mortgage instrument
encumbering the same mortgaged real property as is the subject underlying
mortgage loan. The entire Wimbledon Place Apartments loan combination has an
unpaid principal balance as of the cut-off date of $8,000,000. See "Description
of the Mortgage Pool--The Loan Combinations--The Wimbledon Place Apartments Loan
Combination" in this offering prospectus.
In the case of one (1) mortgage loan that we intend to transfer to the
issuing entity, representing 0.3% of the initial mortgage pool balance and 0.4%
of the initial loan group no. 1 balance, there is existing subordinate debt in
the original principal amount of $4,612,339.33, which is secured by a junior
mortgage on the related mortgaged real property. The related borrower incurred
the subordinate debt in connection with the purchase of the related mortgaged
real property to effectuate a reverse 1031 exchange. The junior mortgagee is JLC
Suncoast, LLC, an entity owned by the guarantor under the subject underlying
mortgage loan. The loan documents require the borrower to fully pay off the
subordinate debt upon completion of the 1031 exchange which shall not be later
than August 15, 2006. The subordinate debt documents do not provide for
foreclosure rights and the junior loan has been fully subordinated to the
subject underlying mortgage loan pursuant to a subordination agreement delivered
by the junior mortgagee.
The existence of additional secured indebtedness may adversely affect the
borrower's financial viability and/or the issuing entity's security interest in
the mortgaged real property. Any or all of the following may result from the
existence of additional secured indebtedness on a mortgaged real property:
1. refinancing the related underlying mortgage loan at maturity for the
purpose of making any balloon payments may be more difficult;
2. reduced cash flow could result in deferred maintenance at the
particular real property;
3. if the holder of the additional secured debt files for bankruptcy or
is placed in involuntary receivership, foreclosing on the particular
real property could be delayed; and
4. if the mortgaged real property depreciates for whatever reason, the
related borrower's equity is more likely to be extinguished, thereby
eliminating the related borrower's incentive to continue making
payments on its mortgage loan held by the issuing entity.
In addition, with respect to each of 10 mortgage loans that we intend to
transfer to the issuing entity, which mortgage loans collectively represent 4.8%
of the initial mortgage pool balance, of which eight (8) mortgage loans are in
loan group no. 1, representing 4.1% of the initial loan group no. 1 balance, and
two (2) mortgage loans are in loan group no. 2, representing 8.4% of the initial
loan group no. 2 balance, the direct or indirect equity interests in the related
borrower have been pledged to secure a related mezzanine loan, in each case as
described under "Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this offering prospectus.
50
Further, with respect to each of 14 mortgage loans that we intend to
transfer to the issuing entity, which mortgage loans collectively represent
13.0% of the initial mortgage pool balance, of which 13 mortgage loans are in
loan group no. 1, representing 12.7% of the initial loan group no. 1 balance,
and one (1) mortgage loan is in loan group no. 2, representing 14.3% of the
initial loan group no. 2 balance, the equity holders of the borrower have a
right to obtain mezzanine financing, secured by a pledge of the direct or
indirect ownership interests in the borrower, provided that the requirements set
forth in the related loan documents are satisfied, as described under
"Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this offering prospectus.
It is also possible that, in the case of some of the other mortgage loans
that we intend to transfer to the issuing entity, one or more of the principals
of the related borrower may have incurred without our knowledge or may in the
future also incur mezzanine debt.
Mezzanine debt is secured by the principal's direct or indirect ownership
interest in the related borrower. While a mezzanine debt lender has no security
interest in or rights to the related mortgaged real property, a default under
the subject mezzanine loan could cause a change in control of the related
borrower. Mezzanine financing reduces the subject principal's indirect equity in
the subject mortgaged real property, and therefore may reduce its incentive to
support such mortgaged real property.
See "Description of the Mortgage Pool--Additional Loan and Property
Information--Additional and Other Financing" in this offering prospectus and
"Risk Factors--Additional Secured Debt Increases the Likelihood that a Borrower
Will Default on a Mortgage Loan Underlying Your Offered Certificates; Co-Lender,
Intercreditor and Similar Agreements May Limit a Mortgage Lender's Rights" in
the accompanying base prospectus.
CONFLICTING RIGHTS OF TENANTS MAY ADVERSELY AFFECT A MORTGAGED REAL PROPERTY
With respect to some of the mortgaged real properties operated for office,
retail or other commercial use, different tenants may have rights of first
offer, rights of first refusal or expansion rights with respect to the same
space in the related improvements. There is a risk that a tenant who loses any
such right in the event of a simultaneous exercise of another tenant's right for
the same space may have remedies under its lease due to such tenant's inability
to exercise such right. In addition, a mortgaged real property may be subject to
several leases, each of which may benefit from a currently operative exclusive
use right. Several other leases of space at the related mortgaged real property
contain exclusive use provisions which may become operative upon the granting of
a currently operative exclusive use right to another tenant, and such exclusive
use provisions may allow tenants benefiting therefrom to terminate their lease
or take other remedial action in the event that another tenant's operation
violates such tenant's exclusive use provision. Furthermore, certain leases of
space at a related mortgaged real property contain co-tenancy provisions (which
may permit a tenant to terminate its lease and/or to pay reduced rent) which
could be triggered if certain tenants exercised their right to terminate their
lease for breach of the exclusive use provisions. There are likely other
underlying mortgage loans as to which tenants at the subject mortgaged real
property have the foregoing rights.
CERTAIN BORROWER COVENANTS MAY AFFECT THAT BORROWER'S AVAILABLE CASH FLOW
Borrower covenants with respect to payments for landlord improvements,
tenant improvements and leasing commissions, required repairs, taxes and other
matters may adversely affect a borrower's available cash flow and the failure to
satisfy those obligations may result in a default under the subject lease.
51
SOME BORROWERS UNDER THE UNDERLYING MORTGAGE LOANS WILL NOT BE SPECIAL PURPOSE
ENTITIES
The business activities of the borrowers under the underlying mortgage
loans with cut-off date principal balances below $5,000,000 are in many cases
not limited to owning their respective mortgaged real properties. In addition,
the business activities of borrowers under underlying mortgage loans with
cut-off date principal balances above $5,000,000 may, in some cases, not be
limited to owning their respective mortgaged real properties.
In general, as a result of a borrower not being a special purpose entity or
not being limited to owning the related mortgaged real property, the borrower
may be engaged in activities unrelated to the subject mortgaged real property
and may incur indebtedness or suffer liabilities with respect to those
activities. Borrowers that are not special purpose entities and thus are not
structured to limit the possibility of becoming insolvent or bankrupt, may be
more likely to become insolvent or the subject of a voluntary or involuntary
bankruptcy proceeding. In addition, certain borrowers, although currently
special purpose entities, may not have met the criteria of a special purpose
entity in the past or may have engaged in activities unrelated to the subject
mortgaged real property in the past. This could negatively impact the borrower's
financial conditions and thus its ability to pay amounts due and owing under the
subject underlying mortgage loan.
In addition, if an underlying mortgage loan is secured by a mortgage on
both the related borrower's leasehold interest in the related mortgaged real
property and the underlying fee interest in such property (in which case we
reflect that the mortgage loan is secured by a mortgage on the related fee
interest), the related borrower may be a special purpose entity, but the owner
and pledgor of the related fee interest may not be a special purpose entity.
See "Risk Factors--The Borrower's Form of Entity May Cause Special Risks
and/or Hinder Recovery" in the accompanying base prospectus.
TENANCIES IN COMMON MAY HINDER RECOVERY
Certain of the mortgage loans that we intend to transfer to the issuing
entity have borrowers that own the related mortgaged real properties as
tenants-in-common. Under certain circumstances, a tenant-in-common can be forced
to sell its property, including by a bankruptcy trustee, by one or more
tenants-in-common seeking to partition the property and/or by a governmental
lienholder in the event of unpaid taxes. Such a forced sale or action for
partition of a mortgaged real property may occur during a market downturn and
could result in an early repayment of the related mortgage loan, a significant
delay in recovery against the tenant-in-common borrowers and/or a substantial
decrease in the amount recoverable upon the related mortgage loan. Additionally,
mortgaged real properties owned by tenant-in-common borrowers may be
characterized by inefficient property management, inability to raise capital,
possible serial bankruptcy filings and the need to deal with multiple borrowers
in the event of a default on the loan. Each of the mortgaged real properties
identified on Annex A-1 to this offering prospectus as 20 North Orange, DuBois
Mall, Bristol Pointe Apartment Homes, Mallard Crossing Apartments, AmeriCold
Warehouse, Desert Inn Office Center, Four Winds Apartments, 60 Frontage Road,
Marriott Fairfield Inn & Suites Alpharetta Portfolio, Marriott Fairfield Inn &
Suites Buckhead Portfolio, Marriott Fairfield Inn & Suites Atlanta Portfolio,
The Minolta Building, Alfa Laval Building, 50 Division Street, Riverfront
Business Park, Village Square Retail Center, Spalding Triangle, La Quinta Inn
Winter Park, Bassett Creek Medical Building, Northbelt Office Center II, Pac
Bell Directory Office Building, McCarran Landing Shopping Center, Sherman Oaks
Apartments & Apple Creek Mini Storage and Gateway Plaza N. Las Vegas,
respectively, which secure mortgage loans that collectively represent 14.3% of
the initial mortgage pool balance, of which 20 mortgage loans are in loan group
no. 1, representing 13.7% of the initial loan group no. 1 balance, and four (4)
mortgage loans are in loan group no. 2, representing 17.6% of the initial loan
group no. 2 balance, are owned by tenant-in-common borrowers. Not all
tenant-in-common borrowers for these mortgage loans are special purpose entities
and some of those tenants-in-common are individuals. See "Risk Factors--The
Borrower's Form of Entity May Cause Special Risks and/or Hinder Recovery" in the
accompanying base prospectus.
52
CHANGES IN MORTGAGE POOL COMPOSITION CAN CHANGE THE NATURE OF YOUR INVESTMENT
In general, if you purchase any offered certificates that have a relatively
longer weighted average life, then you will be more exposed to risks associated
with changes in concentrations of borrower, loan or property characteristics
than are persons that own offered certificates with relatively shorter weighted
average lives. See "Risk Factors--Changes in Pool Composition Will Change the
Nature of Your Investment" in the accompanying base prospectus.
RISKS RELATED TO REDEVELOPMENT AND RENOVATION AT THE MORTGAGED PROPERTIES
Certain of the mortgaged properties are properties which are currently
undergoing or are expected to undergo in the future redevelopment or renovation.
See "Risk Factors--Redevelopment and Renovation of the Mortgaged Properties May
Have Uncertain and Adverse Results" in the accompanying base prospectus.
DECISIONS MADE BY THE TRUSTEE, THE MASTER SERVICER OR THE SPECIAL SERVICER MAY
NEGATIVELY AFFECT YOUR INTERESTS
You and other holders of the offered certificates generally do not have a
right to vote and do not have the right to make decisions with respect to the
administration of the issuing entity. Those decisions are generally made,
subject to the express terms of the series 2006-C4 pooling and servicing
agreement, by the master servicer, the trustee or the special servicer, as
applicable. Any decision made by one of those parties in respect of the issuing
party and/or its assets, even if that decision is determined to be in your best
interests by that party, may be contrary to the decision that you or other
holders of the offered certificates would have made and may negatively affect
your interests.
SPONSORS MAY NOT BE ABLE TO MAKE A REQUIRED REPURCHASE OR SUBSTITUTION OF A
DEFECTIVE MORTGAGE LOAN
Citigroup Global Markets Realty Corp., PNC Bank, National Association and
Barclays Capital Real Estate Inc. will each be required to deliver or cause the
delivery of various loan documents and make various representations and
warranties in connection with its sale of mortgage loans to us, as generally
described in "Description of the Mortgage Pool--Assignment of the Mortgage
Loans; Repurchases and Substitutions" and "--Representations and Warranties;
Repurchases and Substitutions", respectively. A breach by a sponsor with respect
to its document delivery obligations or its representations and warranties that
materially and adversely affects the value of any underlying mortgage loan or
the interests of the series 2006-C4 certificateholders therein, may result in an
obligation on the part of that sponsor to repurchase or replace the underlying
mortgage loan that is the subject of such breach; provided that each sponsor
that contributed a portion of the ShopKo Portfolio underlying mortgage loan to
the series 2006-C4 securitization transaction will only be obligated to
repurchase or replace that portion and not the entire ShopKo Portfolio
underlying mortgage loan. Neither we nor any of our affiliates (except for
Citigroup Global Markets Realty Corp. in its capacity as a mortgage loan seller)
are obligated to repurchase or replace any underlying mortgage loan in
connection with either a material breach of any sponsor's representations and
warranties or any material document defects, if such sponsor defaults on its
obligation to do so. We cannot assure you that the sponsors will have the
financial ability to effect such repurchases or substitutions. Any mortgage loan
that is not repurchased or substituted and that is not a "qualified mortgage"
for a REMIC may cause the issuing entity to fail to qualify as one or more
REMICs or cause the issuing entity to incur a tax. See "Description of the
Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions"
and "--Representations and Warranties; Repurchases and Substitutions" in this
offering prospectus and "Description of the Governing Documents--Representations
and Warranties with Respect to Mortgage Assets" in the accompanying base
prospectus.
53
THE MORTGAGE LOANS HAVE NOT BEEN REUNDERWRITTEN BY US
We have not reunderwritten the underlying mortgage loans. Instead, we have
relied on the representations and warranties made by the sponsors, and the
sponsors' respective obligations to repurchase, cure or substitute an underlying
mortgage loan in the event that a representation or warranty was not true when
made and such breach materially and adversely affects the value of the subject
underlying mortgage loan or the interests of the certificateholders. These
representations and warranties do not cover all of the matters that we would
review in underwriting a mortgage loan and you should not view them as a
substitute for reunderwriting the underlying mortgage loans. If we had
reunderwritten the underlying mortgage loans, it is possible that the
reunderwriting process may have revealed problems with one or more of the
underlying mortgage loans not covered by representations or warranties given by
the mortgage loan sellers.
MORTGAGE LOANS SECURED BY MORTGAGED REAL PROPERTIES SUBJECT TO ASSISTANCE AND
AFFORDABLE HOUSING PROGRAMS ARE SUBJECT TO THE RISK THAT THOSE PROGRAMS MAY
TERMINATE OR BE ALTERED
Certain of the underlying mortgage loans may be secured by mortgaged real
properties that are eligible for and have received low income housing tax
credits pursuant to Section 42 of the Internal Revenue Code of 1986 in respect
of various units within the related mortgaged real property or have a material
concentration of tenants that rely on rent subsidies under various government
funded programs, including the Section 8 Tenant Based Assistance Rental
Certificate Program of the United States Department of Housing and Urban
Development. With respect to certain of the underlying mortgage loans, the
related borrowers may receive subsidies or other assistance from government
programs. Generally, in the case of mortgaged real properties that are subject
to assistance programs of the kind described above, the subject mortgaged real
property must satisfy certain requirements, the borrower must observe certain
leasing practices and/or the tenant(s) must regularly meet certain income
requirements. No assurance can be given that any government or other assistance
programs will be continued in their present form during the terms of the related
mortgage loans, that the borrower will continue to comply with the requirements
of the programs to enable the borrower to receive the subsidies or assistance in
the future, or that the owners of a borrower will continue to receive tax
credits or that the level of assistance provided will be sufficient to generate
enough revenues for the related borrower to meet its obligations under the
related mortgage loans even though the related mortgage loan seller may have
underwritten the related mortgage loan on the assumption that any applicable
assistance program would remain in place. Loss of any applicable assistance
could have an adverse effect on the ability of a borrower whose property is
subject to an assistance program to make debt service payments. Additionally,
the restrictions described above relating to the use of the related mortgaged
real property could reduce the market value of that property.
LENDING ON INCOME-PRODUCING REAL PROPERTIES ENTAILS ENVIRONMENTAL RISKS
The issuing entity could become liable for a material adverse environmental
condition at one or more of the mortgaged real properties securing the mortgage
loans in the series 2006-C4 securitization transaction. Any potential
environmental liability could reduce or delay payments on the offered
certificates.
A third-party environmental consultant conducted a Phase I environmental
study for all but one (1) of the mortgaged real properties securing the mortgage
loans that we intend to transfer to the issuing entity. The resulting
environmental reports were prepared:
o in the case of 284 mortgaged real properties, securing 96.5% of the
initial mortgage pool balance (of which 253 mortgaged real properties
secure mortgage loans in loan group no. 1, representing 98.8% of the
initial loan group no. 1 balance, and 31 mortgaged real properties
secure mortgage loans in loan group no. 2, representing 85.1% of the
initial loan group no. 2 balance), during the 12-month period
preceding the cut-off date, and
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o in the case of four (4) mortgaged real properties, securing 3.4% of
the initial mortgage pool balance, of which three (3) mortgaged real
properties secure mortgage loans in loan group no. 1, representing
1.2% of the loan group no. 1 balance, and one (1) mortgaged real
property secures a mortgage loan in loan group no. 2, representing
14.3% of the initial loan group no. 2 balance, respectively, prior to
the 12-month period preceding the cut-off date.
In the case of the one (1) mortgaged real property referred to above (loan
number 162), representing 0.1% of the initial mortgage pool balance and 0.7% of
the initial loan group no. 2 balance, an environmental insurance policy has been
obtained in lieu of conducting an environmental study.
The environmental assessment conducted at any particular mortgaged real
property did not necessarily cover all potential environmental issues. For
example, an analysis for radon, lead-based paint, mold and lead in drinking
water was conducted in most instances only at multifamily rental properties and
only when the originator of the related mortgage loan or the environmental
consultant involved believed that such an analysis was warranted under the
circumstances.
The above-described environmental assessments may have identified various
adverse or potentially adverse environmental conditions at the respective
mortgaged real properties. If the particular condition is significant, it could
result in a claim for damages by any party injured by that condition.
With respect to the mortgaged real property identified on Annex A-1 to this
offering prospectus as 1150 West Washington Street (which is part of the Shopko
Portfolio), the Phase I consultant recommended a file review be conducted to
determine the impact, if any, of a historical on-site leaking underground
storage tank (LUST) incident. That review indicated that the LUST incident
stemmed from USTs that have since been removed from the subject property. The
property owner enrolled in the Michigan's Underground Storage Tank Financial
Assurance Fund, and received reimbursement for site activities relating to
cleanup of the LUST incident until 1995. Since that time, the owner has
continued to address the LUST incident by operating a groundwater treatment
system and conducting quarterly groundwater monitoring. Results from the
quarterly monitoring indicate that concentrations of contaminants in off-site
monitoring wells remain below statutory limits. In addition, the environmental
consultant conducting the activities has indicated that if the on-site
concentrations continue to decrease or remain stable, closure with a deed
restriction will likely be obtained from the State in the near future.
For a further discussion regarding the findings of the above-referenced
environmental assessments and the responses to those findings, see "Description
of the Mortgage Pool--Additional Loan and Property Information--Environmental
Reports" in this offering prospectus.
The information provided by us in this offering prospectus regarding
environmental conditions at the respective mortgaged real properties is based on
the results of the environmental assessments referred to in this "--Lending on
Income-Producing Real Properties Entails Environmental Risks" subsection and has
not been independently verified by us, the underwriters or any of our or their
respective affiliates.
There can be no assurance that the environmental assessments
referred to above identified all environmental conditions and risks at, or that
any environmental conditions will not have a material adverse effect on the
value of or cash flow from, one or more of the mortgaged real properties
securing the underlying mortgage loans.
See "Risk Factors--Environmental Liabilities Will Adversely Affect the
Value and Operation of the Contaminated Property and May Deter a Lender from
Foreclosing" and "Legal Aspects of Mortgage Loans--Environmental Considerations"
in the accompanying base prospectus.
55
LENDING ON INCOME-PRODUCING PROPERTIES ENTAILS RISKS RELATED TO PROPERTY
CONDITION
Professional engineers or architects inspected all except for one (1) of
the mortgaged real properties for the underlying mortgage loans. Two hundred
eighty-six (286) of the mortgaged real properties, securing 96.7% of the initial
mortgage pool balance, of which 254 mortgaged real properties secure mortgage
loans in loan group no. 1, representing 99.0% of the initial loan group no. 1
balance, and 32 mortgaged real properties secure mortgage loans in loan group
no. 2, representing 85.7% of the initial loan group no. 2 balance, were
inspected during the 12-month period preceding the cut-off date, and two (2) of
the mortgaged real properties, securing 2.6% of the initial mortgage pool
balance, of which one (1) mortgaged real property secures a mortgage loan in
loan group no. 1, representing 0.3% of the initial loan group no. 1 balance, and
one (1) mortgaged real property secures a mortgage loan in loan group no. 2,
representing 14.3% of the initial loan group no. 2 balance, respectively, were
inspected prior to the 12-month period preceding the cut-off date. One (1)
mortgaged real property, securing 0.7% of the initial mortgage pool balance and
0.8% of the initial loan group no. 1 balance, is secured by land and therefore
required no property condition assessment. The scope of those inspections
included an assessment of:
o the general condition of the exterior walls, roofing, interior
construction, mechanical and electrical systems; and
o the general condition of the site, buildings and other improvements
located at each mortgaged real property.
There can be no assurance that the above-referenced inspections identified
all risks related to property condition at the mortgaged real properties
securing the underlying mortgage loans or that adverse property conditions,
including deferred maintenance and waste, have not developed at any of the
mortgaged real properties since that inspection.
In some cases, the inspections identified, at origination of the related
mortgage loan, conditions requiring escrows to be established for repairs or
replacements or other work to be performed at the related mortgaged real
property, in each case estimated to cost in excess of $100,000. In those cases,
the originator generally required the related borrower or a sponsor of the
borrower to fund reserves, or deliver letters of credit, guaranties or other
instruments, to cover or partially cover these costs. There can be no assurance
that, in any such case, the reserves established by the related borrower to
cover the costs of required repairs, replacements or installations will be
sufficient for their intended purpose or that the related borrowers will
complete such repairs, replacements or installations which, in some cases, are
necessary to maintain compliance with state or municipal regulations.
APPRAISALS PERFORMED ON MORTGAGED REAL PROPERTIES MAY NOT ACCURATELY REFLECT THE
RESPECTIVE VALUES OF THOSE MORTGAGED REAL PROPERTIES
Any appraisal performed with respect to a mortgaged real property
represents only the analysis and opinion of a qualified expert and is not a
guarantee of present or future value. Different appraisers may reach different
conclusions regarding the value of a mortgaged real property. Moreover,
appraisals seek to establish the amount a typically motivated buyer would pay a
typically motivated seller and, in certain cases, may have taken into
consideration the purchase price paid by the borrower. That amount could be
significantly higher than the amount obtained from the sale of a mortgaged real
property under a distress or liquidation sale. We cannot assure you that the
information set forth in this offering prospectus regarding appraised values or
loan-to-value ratios accurately reflects past, present or future market values
of the mortgaged real properties securing the underlying mortgage loans.
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TERRORISM INSURANCE COVERAGE ON THE MORTGAGED PROPERTIES MAY BE EXPENSIVE AND/OR
DIFFICULT TO OBTAIN
After the terrorist attacks of September 11, 2001, the cost of insurance
coverage for acts of terrorism increased and the availability of such insurance
decreased. In response to this situation, Congress enacted the Terrorism Risk
Insurance Act of 2002, which was amended and extended by the Terrorism Risk
Insurance Extension Act of 2005, signed into law by President Bush on December
22, 2005. The Terrorism Risk Insurance Extension Act of 2005 requires that
qualifying insurers offer terrorism insurance coverage in all property and
casualty insurance policies on terms not materially different than terms
applicable to other losses. The federal government covers 90% (85% for acts of
terrorism occurring in 2007) of the losses from covered certified acts of
terrorism on commercial risks in the United States only, in excess of a
specified deductible amount calculated as a percentage of an affiliated
insurance group's prior year premiums on commercial lines policies covering
risks in the United States. This specified deductible amount is 17.5% of such
premiums for losses occurring in 2006, and 20% of such premiums for losses
occurring in 2007. Further, to trigger coverage under the Terrorism Risk
Insurance Extension Act of 2005, the aggregate industry property and casualty
insurance losses resulting from an act of terrorism must exceed $5 million prior
to April 2006, $50 million from April 2006 through December 2006, and $100
million for acts of terrorism occurring in 2007. The Terrorism Risk Insurance
Extension Act of 2005 now excludes coverage for commercial auto, burglary and
theft, surety, professional liability and farm owners' multiperil. The Terrorism
Risk Insurance Extension Act of 2005 will expire on December 31, 2007.
The Terrorism Risk Insurance Extension Act of 2005 applies only to losses
resulting from attacks that have been committed by individuals on behalf of a
foreign person or foreign interest, and does not cover acts of purely domestic
terrorism. Further, any such attack must be certified as an "act of terrorism"
by the federal government, which decision is not subject to judicial review. As
a result, insurers may continue to try to exclude from coverage under their
policies losses resulting from terrorist acts not covered by the Terrorism Risk
Insurance Extension Act of 2005. Moreover, the deductible and copayment
provisions under the Terrorism Risk Insurance Extension Act of 2005 still leave
insurers with high potential exposure for terrorism-related claims. Because
nothing in the act prevents an insurer from raising premium rates on
policyholders to cover potential losses, or from obtaining reinsurance coverage
to offset its increased liability, the cost of premiums for such terrorism
insurance coverage is still expected to be high.
With respect to each of the mortgaged real properties securing the mortgage
loan that we intend to transfer to the issuing entity, the related borrower is
required under the related mortgage loan documents to maintain comprehensive
fire and extended perils casualty insurance, which may be provided under a
blanket insurance policy. Generally, but not in all cases, the mortgage loans
specifically require terrorism insurance, but in the case of some mortgage
loans, such insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related loan
documents, only if it can be purchased at commercially reasonable rates and/or
only with a deductible at a certain threshold. With respect to those mortgage
loans included in the series 2006-C4 securitization transaction that do not
specifically require coverage for acts of terrorism, the related mortgage loan
documents may permit the lender to require such insurance as is reasonable.
However, the related borrower may challenge whether maintaining insurance
against acts of terrorism is reasonable in light of all the circumstances,
including the cost.
In the case of some of the mortgaged real properties securing mortgage
loans that we intend to transfer to the issuing entity, the insurance covering
any of such mortgaged real properties for acts of terrorism may be provided
through a blanket policy that also covers properties unrelated to the series
2006-C4 securitization transaction. Acts of terrorism at those other properties
could exhaust coverage under the blanket policy. No representation is made as to
the adequacy of any such insurance coverage provided under a blanket policy, in
light of the fact that multiple properties are covered by that policy.
In the case of certain mortgage loans that we intend to transfer to the
issuing entity, the requirement that terrorism insurance be obtained was waived.
In the case of certain other mortgage loans that we intend to transfer
57
to the issuing entity, the borrower was not required to maintain terrorism
insurance for the related mortgaged real property.
If a borrower is required to maintain insurance for terrorist or similar
acts that was not previously maintained, the borrower may incur higher costs for
insurance premiums in obtaining such coverage which would have an adverse effect
on the net cash flow of the related mortgaged real property. Further, if the
federal insurance back-stop program referred to above is not extended or
renewed, premiums for terrorism insurance coverage will likely increase and/or
the terms of such insurance may be materially amended to enlarge stated
exclusions or to otherwise effectively decrease the scope of coverage available.
In addition, in the event that any mortgaged real property securing an
underlying mortgage loan sustains damage as a result of an uninsured terrorist
or similar act, such damaged mortgaged real property may not generate adequate
cash flow to pay, and/or provide adequate collateral to satisfy, all amounts
owing under such mortgage loan, which could result in a default on that mortgage
loan and, potentially, losses on some classes of the series 2006-C4
certificates.
THE ABSENCE OR INADEQUACY OF INSURANCE COVERAGE ON THE MORTGAGED PROPERTIES MAY
ADVERSELY AFFECT PAYMENTS ON THE OFFERED CERTIFICATES
The borrowers under the mortgage loans that we intend to transfer to the
issuing entity are, with limited exception, required to maintain the insurance
coverage described under "Description of the Mortgage Pool--Additional Loan and
Property Information--Hazard, Liability and Other Insurance" in this prospectus
supplement. Some types of losses, however, may be either uninsurable or not
economically insurable, such as losses due to riots or acts of war or terrorism
or earthquakes. Furthermore, there is a possibility of casualty losses on a
mortgaged real property for which insurance proceeds may not be adequate.
Consequently, there can be no assurance that each casualty loss incurred with
respect to a mortgaged real property securing one of the underlying mortgage
loans will be fully covered by insurance.
Thirty-eight (38) mortgaged real properties, securing 20.7% of the initial
mortgage pool balance, are located in seismic zones 3 and 4, which are areas
that are considered to have a high earthquake risk. Thirty-four (34) of those 38
mortgaged real properties secure mortgage loans in loan group no. 1,
representing 20.7% of the initial loan group no. 1 balance, and four (4) of
those 38 mortgaged real properties secure mortgage loans in loan group no. 2,
representing 20.7% of the initial loan group no. 2 balance. However, earthquake
insurance is not necessarily required to be maintained by a borrower, even in
the case of mortgaged real properties located in areas that are considered to
have a high earthquake risk. Earthquake insurance is generally required only if
the seismic report has concluded that probable maximum loss for the subject
property is greater than 20% of the replacement cost of the improvements on the
property and no retrofitting will be done to reduce that percentage below 20%.
In addition, the southern and eastern coasts of the continental United
States have historically been at greater risk, than other areas, of experiencing
losses due to windstorms, such as tropical storms or hurricanes. For purposes of
this offering prospectus, we consider all areas within 20 miles of the coast
from the southern tip of Texas to the northern border of North Carolina to have
such a high windstorm risk. See "--Impact of Recent Hurricane Activity May
Adversely Affect the Performance of Mortgage Loans" below. Seventeen (17)
mortgaged real properties, securing 8.8% of the initial mortgage pool balance,
are located in high windstorm risk areas. Sixteen (16) of those 17 mortgaged
real properties secure mortgage loans in loan group no. 1, representing 10.4% of
the initial loan group no. 1 balance, and one (1) of those 17 mortgaged real
properties secures a mortgage loan in loan group no. 2, representing 0.7% of the
initial loan group no. 2 balance.
The standard fire and extended perils casualty insurance policies that
borrowers under the mortgage loans are required to maintain typically do not
cover flood or mold damage. Although certain mortgage loans may require
borrowers to maintain additional flood insurance, there can be no assurance that
such additional insurance will be sufficient to cover damage to a mortgaged real
property in a heavily flooded area, such as was experienced in New Orleans,
Louisiana as a result of Hurricane Katrina.
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IMPACT OF RECENT HURRICANE ACTIVITY MAY ADVERSELY AFFECT THE PERFORMANCE OF
UNDERLYING MORTGAGE LOANS
The damage caused by Hurricanes Katrina, Rita and Wilma and related
windstorms, floods and tornadoes in areas of Louisiana, Mississippi, Texas and
Florida in August, September and October 2005 may adversely affect certain of
the mortgaged real properties. Twenty-three (23) of the mortgaged real
properties, which secure mortgage loans that represent 11.4% of the initial
mortgage pool balance (of which 19 mortgaged real properties secure mortgage
loans that represent 12.5% of the initial loan group no. 1 balance and four (4)
mortgaged real properties secure mortgage loans that represent 5.7% of the
initial loan group no. 2 balance), are located in Louisiana, Mississippi, Texas
and Florida. Although it is too soon to assess the full impact of Hurricanes
Katrina, Rita and Wilma on the United States and local economies, in the short
term the effects of the storms are expected to have a material adverse effect on
the local economies and income-producing real estate in the affected areas.
Areas affected by Hurricanes Katrina, Rita and Wilma have suffered severe
flooding, wind and water damage, loss of population as a result of evacuations,
contamination, gas leaks and fire and environmental damage, including mold
damage. The devastation caused by Hurricanes Katrina, Rita and Wilma could lead
to a general economic downturn, including increased oil prices, loss of jobs,
regional disruptions in travel, transportation and tourism and a decline in
real-estate related investments, in particular, in the areas most directly
damaged by the storm. Specifically, there can be no assurance that displaced
residents of the affected areas will return, that the economies in the affected
areas will recover sufficiently to support income-producing real estate at
pre-hurricane levels or that the costs of clean-up will not have a material
adverse effect on the national economy. Because of the difficulty in obtaining
information about the affected areas, it is not possible at this time to make a
complete assessment of the extent and expected duration of the economic effects
of Hurricanes Katrina, Rita and Wilma on the subject mortgaged real properties,
the Southeast states and the United States as a whole.
THERE MAY BE RESTRICTIONS ON THE ABILITY OF A BORROWER, A LENDER OR ANY
TRANSFEREE THEREOF TO TERMINATE OR RENEGOTIATE PROPERTY MANAGEMENT AGREEMENTS
THAT ARE IN EXISTENCE WITH RESPECT TO SOME OF THE MORTGAGED REAL PROPERTIES
In the case of some of the mortgage loans that we intend to transfer to the
issuing entity, the property manager and/or the property management agreement in
existence with respect to the related mortgaged real property cannot be
terminated by the borrower or the lender, other than under the very limited
circumstances set forth in that management agreement, and the terms of the
property management agreement are not subject to negotiation. The terms of those
property management agreements may provide for the granting of broad powers and
discretion to the property manager with respect to the management and operation
of the subject property including the right to set pricing or rates, hire and
fire employees and manage revenues, operating accounts and reserves. In
addition, the fees payable to a property manager pursuant to any property
management agreement related to an underlying mortgage loan may be in excess of
property management fees paid with respect to similar real properties for
similar management responsibilities and may consist of a base fee plus an
incentive fee (after expenses and a specified return to the property owner).
Further, those property management agreements (including with respect to the
identity of the property manager) may be binding on transferees of the mortgaged
real property, including a lender as transferee that succeeds to the rights of
the borrower through foreclosure or acceptance of a deed in lieu of foreclosure,
and any transferee of such lender. In addition, certain property management
agreements contain provisions restricting the owner of the related mortgaged
real property from mortgaging, or refinancing mortgage debt on, its interest in
such property and/or from selling the subject mortgaged real property to
specified entities that might provide business competition to or taint the
reputation of the subject business enterprise or the property manager and/or its
affiliates, and may require any transferees of the subject mortgaged real
property to execute a recognition or nondisturbance agreement binding such
entity to the foregoing terms. These restrictions may restrict the liquidity of
the related mortgaged real property.
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THE MORTGAGED REAL PROPERTIES THAT SECURE SOME MORTGAGE LOANS IN THE SERIES
2006-C4 SECURITIZATION TRANSACTION ALSO SECURE ONE OR MORE RELATED MORTGAGE
LOANS THAT WILL NOT BE TRANSFERRED TO THE ISSUING ENTITY; THE INTERESTS OF THE
HOLDERS OF THOSE RELATED MORTGAGE LOANS MAY CONFLICT WITH YOUR INTERESTS
The ShopKo Portfolio underlying mortgage loan, which represents 8.8% of the
initial mortgage pool balance and 10.6% of the initial loan group no. 1 balance,
is part of an aggregate debt in the amount of $545,655,010, evidenced by six (6)
promissory notes and secured by the portfolio of mortgaged real properties
identified on Annex A-1 to this offering prospectus as the ShopKo Portfolio. The
ShopKo Portfolio underlying mortgage loan is evidenced by two (2) of those
promissory notes. The other four (4) promissory notes will not be included in
the series 2006-C4 securitization transaction. Each of those four (4) other
promissory notes represents a separate debt obligation of the related borrowers
and is treated as a separate mortgage loan. The ShopKo Portfolio underlying
mortgage loan and the debt obligations evidenced by the four (4) promissory
notes that will not be included in the series 2006-C4 securitization transaction
constitute a loan combination. Pursuant to a co-lender agreement, (a) the
holders of mortgage loans representing more than 50% of the total principal
balance of the entire ShopKo Portfolio loan combination, acting together, will
be entitled to advise, direct and/or consult with the applicable servicer
regarding various servicing matters, including foreclosures and workouts,
affecting the ShopKo Portfolio loan combination; and (b) the holders of mortgage
loans representing more than 50% of the total principal balance of the ShopKo
Portfolio mortgage loans not included in the series 2006-C4 securitization
transaction will be entitled to replace the applicable special servicer (without
cause) with respect to the ShopKo Portfolio loan combination. In addition, any
holder of a ShopKo Portfolio mortgage loan that has not been transferred to the
issuing entity will have an option to purchase the ShopKo Portfolio underlying
mortgage loan from the issuing entity (provided that holder purchase all of the
ShopKo Portfolio mortgage loans) under various default scenarios. In some cases,
those rights and powers may be assignable or may be exercised through a
representative or designee, which representative will, in the case of the ShopKo
Portfolio underlying mortgage loan, in connection with exercising the right
described in clause (1) of the second preceding sentence, be the series 2006-C4
controlling class representative pursuant to the series 2006-C4 pooling and
servicing agreement.
The Wimbledon Place Apartments underlying mortgage loan, which represents
0.3% of the initial mortgage pool balance and 2.0% of the loan group no. 2
balance, is part of a loan combination that includes one other mortgage loan
(not included in the series 2006-C4 securitization transaction) that is secured
by the same mortgage instrument encumbering the same mortgaged real property as
is the subject underlying mortgage loan. Pursuant to a co-lender, intercreditor
or similar agreement, the holder of the Wimbledon Place Apartments mortgage loan
not included in the series 2006-C4 securitization transaction will be entitled
to purchase the Wimbledon Place Apartments underlying mortgage loan under
various default scenarios and, during the purchase option period, to prevent (by
withholding its consent to) various waivers, amendments and modifications of the
Wimbledon Place Apartments loan combination. In some cases, those rights and
powers may be assignable or may be exercised through a representative or a
designee.
In connection with exercising any of the foregoing rights afforded to it,
the holder of a ShopKo Portfolio or Wimbledon Place Apartments mortgage loan not
included in the series 2006-C4 securitization transaction (or, if applicable,
any representative, designee or assignee thereof with respect to the particular
right) will likely not be an interested party with respect to the series 2006-C4
securitization transaction, will have no obligation to consider the interests
of, or the impact of exercising such rights on, the series 2006-C4
certificateholders and may have interests that conflict with your interests. If
any ShopKo Portfolio or Wimbledon Place Apartments mortgage loan not included in
the series 2006-C4 securitization transaction is included in a separate
securitization, then the representative, designee or assignee exercising any of
the rights of the holder of that other mortgage loan may be a securityholder, an
operating advisor, a controlling class representative or other comparable party
or a servicer from that other securitization. You should expect that the holder
or beneficial owner of a ShopKo Portfolio or Wimbledon Place Apartments mortgage
loan not included in the series 2006-C4 securitization transaction will exercise
its rights and powers to protect its own economic interests, and it will not be
liable to the
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series 2006-C4 certificateholders for so doing. See "Description of the Mortgage
Pool--The Loan Combinations" in this offering prospectus for a more detailed
description of the related co-lender arrangement and the priority of payments
among the mortgage loans comprising each of the ShopKo Portfolio loan
combination and the Wimbledon Place Apartments loan combination. Also, see "The
Series 2006-C4 Pooling and Servicing Agreement--The Series 2006-C4 Controlling
Class Representative and the Non-Trust Loan Noteholders" and "--Replacement of
the Special Servicer" in this offering prospectus for a more detailed
description of certain of the foregoing rights of the respective holders of the
mortgage loans comprising each of the ShopKo Portfolio loan combination and the
Wimbledon Place Apartments loan combination. See also "Risk Factors--With
Respect to Certain Mortgage Loans Included in Our Trusts, the Mortgaged Property
or Properties that Secure the Subject Mortgage Loan in the Trust Also Secure One
or More Related Mortgage Loans That Are Not in the Trust; The Interests of the
Holders of Those Non-Trust Mortgage Loans May Conflict with Your Interests" in
the accompanying base prospectus.
Some provisions contained in the ShopKo Portfolio or Wimbledon Place
Apartments co-lender, intercreditor or similar agreement restricting another
lender's actions may not be enforceable by the trustee on behalf of the issuing
entity. If, in the event of the related borrower's bankruptcy, a court refuses
to enforce certain restrictions against another lender, such as provisions
whereby such other lender has agreed not to take direct actions with respect to
the related debt, including any actions relating to the bankruptcy of the
related borrower, or not to vote a mortgagee's claim with respect to a
bankruptcy proceeding, there could be resulting delays in the trustee's ability
to recover with respect to the related borrower. See "Risk Factors--Certain
Aspects of Co-Lender, Intercreditor and Similar Agreements Executed in
Connection with Mortgage Loans Underlying Your Offered Certificates May be
Unenforceable" in the accompanying base prospectus.
CONFLICTS OF INTEREST MAY EXIST IN CONNECTION WITH CERTAIN PREVIOUS OR EXISTING
RELATIONSHIPS OF A SPONSOR FOR THE SERIES 2006-C4 SECURITIZATION TRANSACTION OR
AN AFFILIATE THEREOF TO CERTAIN OF THE UNDERLYING MORTGAGE LOANS, RELATED
BORROWERS OR RELATED MORTGAGED REAL PROPERTIES
Certain of the underlying mortgage loans may have been refinancings of debt
previously held by a sponsor for the series 2006-C4 securitization transaction
or an affiliate thereof, or a sponsor or its respective affiliates may have or
have had equity investments in the borrowers or mortgaged real properties
relating to certain of the mortgage loans that we intend to transfer to the
issuing entity. In addition, a sponsor and its affiliates may have made and/or
may make loans to, or equity investments in, or may otherwise have or have had
business relationships with, affiliates of the borrowers under the mortgage
loans in the series 2006-C4 securitization transaction. Further, a sponsor
and/or its affiliates may have had or may have (currently or at a future time) a
managing or non-managing ownership interest in certain of the borrowers under
the mortgage loans in the series 2006-C4 securitization transaction.
In the foregoing cases, the relationship of a sponsor or an affiliate to,
or the ownership interest of the mortgage loan seller or an affiliate in, the
borrower under any mortgage loan to be included in the series 2006-C4
securitization transaction or a borrower affiliate may have presented a conflict
of interest in connection with the underwriting and origination of that
underlying mortgage loan. There can be no assurance that there are not other
underlying mortgage loans that involve the related sponsor or its affiliates in
a manner similar to those described above.
LIMITATIONS ON ENFORCEABILITY OF CROSS-COLLATERALIZATION MAY REDUCE ITS BENEFITS
The mortgage pool will include mortgage loans that are secured, including
through cross-collateralization with other mortgage loans, by multiple mortgaged
real properties. These mortgage loans are identified in the tables contained in
Annex A-1 to this offering prospectus. The purpose of securing any particular
mortgage loan or group of cross-collateralized mortgage loans with multiple real
properties is to reduce the risk of default or
61
ultimate loss as a result of an inability of any particular property to generate
sufficient net operating income to pay debt service. However, some of these
mortgage loans may permit--
o the release of one or more of the related mortgaged real properties
from the related mortgage lien, and/or
o a full or partial termination of the applicable
cross-collateralization,
in each case, upon the satisfaction of the conditions described under
"Description of the Mortgage Pool--Terms and Conditions of the Underlying
Mortgage Loans" and "--Substitution and Release of Real Property Collateral" in
this offering prospectus.
In addition, in the case of the underlying mortgage loan identified on
Annex A-1 to this offering prospectus as Shopko Portfolio, representing 8.8% of
the initial mortgage pool balance and 10.6% of the initial loan group no. 1
balance, and the underlying mortgage loan identified on Annex A-1 to this
offering prospectus as Reckon II Office Portfolio, representing 3.2% of the
initial mortgage pool balance and 3.8% of the initial loan group no. 1 balance,
the related loan documents permit property substitutions, thereby changing the
real property collateral, as described under "Description of the Mortgage
Pool--Substitution and Release of Real Property Collateral" in this offering
prospectus.
If the borrower under any mortgage loan that is cross-collateralized with
the mortgage loans of other borrowers were to become a debtor in a bankruptcy
case, the creditors of that borrower or the representative of that borrower's
bankruptcy estate could challenge that borrower's pledging of the underlying
mortgaged real property as a fraudulent conveyance. See "Risk Factors--Some
Provisions in the Mortgage Loans Underlying Your Offered Certificates May Be
Challenged as Being Unenforceable--Cross-Collateralization Arrangements" in the
accompanying base prospectus.
In addition, when multiple real properties secure an individual mortgage
loan or group of cross-collateralized mortgage loans, the amount of the mortgage
encumbering any particular one of those properties may be less than the full
amount of that individual mortgage loan or group of cross-collateralized
mortgage loans, generally to avoid recording tax. This mortgage amount may equal
the appraised value or allocated loan amount for the mortgaged real property and
will limit the extent to which proceeds from the property will be available to
offset declines in value of the other properties securing the same mortgage loan
or group of cross-collateralized mortgage loans.
INVESTORS MAY WANT TO CONSIDER PRIOR BANKRUPTCIES
We are not aware of any mortgage loans that we intend to transfer to the
issuing entity where the related borrower, a controlling principal in the
related borrower or a guarantor has been a party to prior bankruptcy proceedings
within the last 10 years. However, there is no assurance that principals or
affiliates of borrowers have not been a party to bankruptcy proceedings. See
"Risk Factors--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on
a Mortgage Loan Underlying Your Offered Certificates" in the accompanying base
prospectus.
In addition, certain tenants at some of the underlying mortgaged real
properties are a party to a bankruptcy proceeding. Other tenants may, in the
future, be a party to a bankruptcy proceeding.
62
LITIGATION MAY ADVERSELY AFFECT PROPERTY PERFORMANCE
There may be pending or threatened legal proceedings against the borrowers
and/or guarantors under the underlying mortgage loans, the managers of the
related mortgaged real properties and their respective affiliates, arising out
of the ordinary business of those borrowers, managers and affiliates. We cannot
assure you that litigation will not have a material adverse effect on your
investment. See "Risk Factors--Litigation and Other Legal Proceedings May
Adversely Affect a Borrower's Ability to Repay Its Mortgage Loan" in the
accompanying base prospectus.
THE UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIOS AND/OR LOAN-TO-VALUE
RATIOS FOR CERTAIN OF THE UNDERLYING MORTGAGE LOANS HAVE BEEN ADJUSTED IN
CONSIDERATION OF A CASH HOLDBACK OR A LETTER OF CREDIT OR BASED ON A STABILIZED
APPRAISED VALUE
With respect to 11 mortgage loans that we intend to transfer to the issuing
entity (loan numbers 8, 9, 10, 11, 23, 26, 28, 37, 38, 72 and 120), which
collectively represent 7.8% of the initial mortgage pool balance and 9.4% of the
initial loan group no. 1 balance, the underwritten net cash flow debt service
coverage ratios have, and with respect to one (1) of those 11 mortgage loans
(loan number 26), representing 1.2% of the initial mortgage pool balance and
1.4% of the initial loan group no. 1 balance, the cut-off date loan-to-value
ratio and the maturity date/ARD loan-to-value ratio have, been calculated and/or
presented on an adjusted basis that (a) takes into account various assumptions
regarding the financial performance of the related mortgaged real property that
are consistent with the respective performance related criteria required to
obtain the release of a cash holdback or letter of credit which serves as
additional collateral or otherwise covers losses to a limited extent and/or (b)
reflects an application of that cash holdback or letter of credit to pay down
the subject mortgage loan, with (if applicable) a corresponding reamortization
of the monthly debt service payment. With respect to two (2) mortgage loans that
we intend to transfer to the issuing entity (loan numbers 37 and 76),
representing 1.4% of the initial mortgage pool balance and 1.6% of the initial
loan group no. 1 balance, the cut-off date loan-to-value ratio and the maturity
date/ARD loan-to-value ratio have been calculated using the "as-stabilized"
appraised value rather than the "as-is" appraised value. IF THE RELATED CASH
HOLDBACKS, LETTERS OF CREDIT, FINANCIAL PERFORMANCE ASSUMPTIONS OR STABILIZED
APPRAISED VALUES WERE NOT TAKEN INTO ACCOUNT IN CALCULATING DEBT SERVICE
COVERAGE RATIOS AND/OR LOAN-TO-VALUE RATIOS FOR ANY OF THESE 12 UNDERLYING
MORTGAGE LOANS REFERRED TO ABOVE IN THIS PARAGRAPH THEN: (A) THE UNDERWRITTEN
NET CASH FLOW DEBT SERVICE COVERAGE RATIOS FOR THE MORTGAGE POOL WOULD RANGE
FROM 0.85X TO 2.52X, WITH A WEIGHTED AVERAGE OF 1.33X; (B) THE CUT-OFF DATE
LOAN-TO-VALUE RATIOS OF THE MORTGAGE POOL WOULD RANGE FROM 39.05% TO 105.35%,
WITH A WEIGHTED AVERAGE OF 72.21%; (C) THE MATURITY DATE/ARD LOAN-TO-VALUE
RATIOS OF THE MORTGAGE POOL WOULD RANGE FROM 38.07% TO 92.34%, WITH A WEIGHTED
AVERAGE OF 64.46%; (D) THE UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE
RATIOS FOR LOAN GROUP NO. 1 WOULD RANGE FROM 0.85X TO 2.52X, WITH A WEIGHTED
AVERAGE OF 1.34X; (E) THE CUT-OFF DATE LOAN-TO-VALUE RATIOS OF LOAN GROUP NO. 1
WOULD RANGE FROM 39.05% TO 105.35%, WITH A WEIGHTED AVERAGE OF 72.43%; (F) THE
MATURITY DATE/ARD LOAN-TO-VALUE RATIOS OF LOAN GROUP NO. 1 WOULD RANGE FROM
38.07% TO 92.34%, WITH A WEIGHTED AVERAGE OF 64.51%; (G) THE UNDERWRITTEN NET
CASH FLOW DEBT SERVICE COVERAGE RATIOS FOR LOAN GROUP NO. 2 WOULD RANGE FROM
1.15X TO 1.94X WITH A WEIGHTED AVERAGE OF 1.27X; (H) THE CUT-OFF DATE
LOAN-TO-VALUE RATIOS OF LOAN GROUP NO. 2 WOULD RANGE FROM 48.15% TO 79.17%, WITH
A WEIGHTED AVERAGE OF 71.15%; AND (I) THE MATURITY DATE/ARD LOAN-TO-VALUE RATIOS
OF LOAN GROUP 2 WOULD RANGE FROM 40.98% TO 72.28%, WITH A WEIGHTED AVERAGE OF
64.24%. WEIGHTED AVERAGE UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIO,
CUT-OFF DATE LOAN-TO-VALUE RATIO AND MATURITY DATE/ARD LOAN-TO-VALUE RATIO
INFORMATION FOR THE MORTGAGE POOL (OR PORTIONS THEREOF THAT CONTAIN ANY OF THOSE
12 UNDERLYING MORTGAGE LOANS) SET FORTH IN THIS OFFERING PROSPECTUS REFLECT THE
RESPECTIVE ADJUSTMENTS REFERENCED ABOVE.
63
CAPITALIZED TERMS USED IN THIS OFFERING PROSPECTUS
From time to time we use capitalized terms in this offering prospectus,
including in Annexes A-1, A-2, A-3, A-4, A-5, A-6 and B to this offering
prospectus. In cases where a particular capitalized term is frequently used, it
will have the meaning assigned to it in the glossary attached to this offering
prospectus.
FORWARD-LOOKING STATEMENTS
This offering prospectus and the accompanying base prospectus include the
words "expects," "intends," "anticipates," "estimates" and similar words and
expressions. These 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. These 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 our
control and the control of any other person or entity related to this offering.
The forward-looking statements made in this offering prospectus are accurate as
of the date stated on the cover of this offering prospectus. We have no
obligation to update or revise any forward-looking statement.
DESCRIPTION OF THE MORTGAGE POOL
GENERAL
The assets of the issuing entity, which we collectively refer to in this
offering prospectus as the "trust fund", will primarily consist of a pool of
multifamily and commercial mortgage loans. Upon initial issuance of the series
2006-C4 certificates, we intend to include the 166 mortgage loans identified on
Annex A-1 to this offering prospectus in the trust fund. The mortgage pool
consisting of those mortgage loans will have an Initial Mortgage Pool Balance of
$2,263,536,038. However, the actual Initial Mortgage Pool Balance may be as much
as 5% smaller or larger than that amount if any of those mortgage loans are
removed from the mortgage pool or any other mortgage loans are added to the
mortgage pool. See "--Changes in Mortgage Pool Characteristics" below.
For purposes of calculating distributions on certain classes of the offered
certificates, the pool of mortgage loans backing the series 2006-C4 certificates
will be divided into a loan group no. 1 and a loan group no. 2.
Loan group no. 1 will consist of 134 mortgage loans, with an Initial Loan
Group No. 1 Balance of $1,878,218,471 and representing approximately 83.0% of
the Initial Mortgage Pool Balance, that are secured by the various property
types that constitute collateral for those mortgage loans.
Loan group no. 2 will consist of 32 mortgage loans, with an Initial Loan
Group No. 2 Balance of $385,317,567 and representing approximately 17.0% of the
Initial Mortgage Pool Balance, that are secured by multifamily properties.
The "Initial Mortgage Pool Balance" will equal the total cut-off date
principal balance of the underlying mortgage loans; the "Initial Loan Group No.
1 Balance" will equal the total cut-off date principal balance of the underlying
mortgage loans in loan group no. 1; and the "Initial Loan Group No. 2 Balance"
will equal the total cut-off date principal balance of the underlying mortgage
loans in loan group no. 2. The cut-off date principal balance of any underlying
mortgage loan is equal to its unpaid principal balance as of the cut-off date,
after application of all monthly debt service payments due with respect to that
mortgage loan on or before that date, whether or not those payments were
received. We will transfer each of the underlying mortgage loans, at its
64
respective cut-off date principal balance, to the issuing entity. The cut-off
date principal balance of each mortgage loan that we intend to transfer to the
issuing entity is shown on Annex A-1 to this offering prospectus. Those cut-off
date principal balances range from $721,000 to $200,000,000, and the average of
those cut-off date principal balances is $13,635,759.
Each of the mortgage loans that we intend to transfer to the issuing entity
is an obligation of the related borrower to repay a specified sum with interest.
Each of those mortgage loans is evidenced by a promissory note and secured by a
mortgage, deed of trust or other similar security instrument that creates a
mortgage lien on the fee simple and/or leasehold interest of the related
borrower or another party in one or more commercial or multifamily real
properties. That mortgage lien will, in all cases, be a first priority lien,
subject only to Permitted Encumbrances.
You should consider each of the underlying mortgage loans to be a
nonrecourse obligation of the related borrower. In the event of a payment
default by the related borrower, recourse will be, or you should expect recourse
to be, limited to the corresponding mortgaged real property or properties (and
any reserves, letters of credit or other additional collateral for the mortgage
loan) for satisfaction of that borrower's obligations. In those cases where
recourse to a borrower or guarantor is permitted under the related loan
documents, we have not undertaken an evaluation of the financial condition of
any of these persons. None of the underlying mortgage loans will be insured or
guaranteed by any governmental agency or instrumentality.
We provide in this offering prospectus a variety of information regarding
the mortgage loans that we intend to include in the trust fund. When reviewing
this information, please note that:
o All numerical information provided with respect to the underlying
mortgage loans is provided on an approximate basis.
o All weighted average information provided with respect to the
underlying mortgage loans or any sub-group thereof reflects a
weighting based on their respective cut-off date principal balances.
o When information with respect to mortgaged real properties is
expressed as a percentage of the Initial Mortgage Pool Balance, the
Initial Loan Group No. 1 Balance or the Initial Loan Group No. 2
Balance, the percentages are based upon the cut-off date principal
balances of the related underlying mortgage loans or allocated
portions of those balances.
o Unless specifically indicated otherwise (for example, with respect to
loan-to-value and debt service coverage ratios and cut-off date
balances per unit of mortgaged real property, in which cases, each
ShopKo Portfolio Non-Trust Loan is taken into account), statistical
information presented in this offering prospectus with respect the
ShopKo Portfolio Mortgage Loan excludes the ShopKo Portfolio Non-Trust
Loans.
o Unless specifically indicated otherwise, statistical information
presented in this offering prospectus with respect to the Wimbledon
Place Apartments Mortgage Loan excludes the Wimbledon Place Apartments
Non-Trust Loan.
o If any of the underlying mortgage loans is secured by multiple
mortgaged real properties, a portion of that mortgage loan has been
allocated to each of those properties for purposes of providing
various statistical information in this offering prospectus.
o The general characteristics of the entire mortgage pool backing the
offered certificates are not necessarily representative of the general
characteristics of either loan group no. 1 or loan group no. 2. The
yield and risk of loss on any class of offered certificates may depend
on, among other
65
things, the composition of each of loan group no. 1 and loan group no.
2. The general characteristics of each such loan group should also be
analyzed when making an investment decision.
o Whenever loan-level information, such as loan-to-value ratios or debt
service coverage ratios, is presented in the context of the mortgaged
real properties, the loan level statistic attributed to a mortgaged
real property is the same as the statistic for the related underlying
mortgage loan.
o Whenever we refer to a particular underlying mortgage loan or
mortgaged real property by name, we mean the underlying mortgage loan
or mortgaged real property, as the case may be, identified by that
name on Annex A-1 to this offering prospectus. Whenever we refer to a
particular underlying mortgage loan by loan number, we are referring
to the underlying mortgage loan identified by that loan number on
Annex A-1 to this offering prospectus.
o Statistical information regarding the underlying mortgage loans may
change prior to the Issue Date due to changes in the composition of
the mortgage pool prior to that date, and the Initial Mortgage Pool
Balance may be as much as 5% larger or smaller than indicated.
CROSS-COLLATERALIZED MORTGAGE LOANS AND MULTIPLE PROPERTY MORTGAGE LOANS
The mortgage pool will include 19 mortgage loans, representing 4.9% of the
Initial Mortgage Pool Balance, of which 15 of the mortgage loans are in loan
group no. 1, representing 4.4% of the Initial Loan Group No. 1 Balance and four
(4) mortgage loans are in loan group no. 2, representing 7.5% of the Initial
Loan Group No. 2 Balance, respectively, that are, in each case,
cross-collateralized and cross-defaulted with one or more other underlying
mortgage loans.
The mortgage pool will also include seven (7) mortgage loans, representing
17.0% of the Initial Mortgage Pool Balance, of which six (6) of the mortgage
loans are in loan group no. 1, representing 19.8% of the Initial Loan Group No.
1 Balance and one (1) of the mortgage loans in loan group no. 2, representing
3.2% of the Initial Loan Group No. 2 Balance, that are, in each case, without
regard to any cross-collateralization with any other underlying mortgage loan,
secured by two or more mortgaged real properties.
The amount of the mortgage lien encumbering any particular one of the
related mortgaged real properties may be less than the full amount of the
subject Multiple Property Mortgage Loan or Crossed Group, as the case may be,
generally to minimize mortgage recording tax. The mortgage amount may be an
amount based on the appraised value or allocated loan amount for the particular
mortgaged real property. This would limit the extent to which proceeds from that
property would be available to offset declines in value of the other mortgaged
real properties securing the same Multiple Property Mortgage Loan or Crossed
Group, as the case may be.
66
The following table identifies the various individual Multiple Property
Mortgage Loans and Crossed Groups that we will include in the trust fund.
CROSS-COLLATERALIZED MORTGAGE LOAN GROUPS AND MULTIPLE PROPERTY MORTGAGE LOANS
% OF INITIAL % OF INITIAL
MULTIPLE PROPERTY LOAN CUT-OFF DATE MORTGAGE LOAN GROUP NO. 1/2
LOAN/PROPERTY NAME(S) MORTGAGE LOAN/CROSSED GROUP GROUP PRINCIPAL BALANCE POOL BALANCE BALANCE
-------------------------------------- --------------------------- ----- ----------------- ------------ ------------------
1. ShopKo Portfolio Multiple Property 1 $200,000,000 8.8% 10.6%
2. Reckson II Office Portfolio Multiple Property 1 72,000,000 3.2 3.8
3. Great Wolf Resorts Portfolio Multiple Property 1 63,000,000 2.8 3.4
4. SpringHill Suites - North Shore Crossed Group 1 19,762,500 0.9 1.1
Holiday Inn Express - South Side Crossed Group 1 9,487,500 0.4 0.5
Holiday Inn Express - Bridgeville Crossed Group 1 4,670,000 0.2 0.2
Comfort Inn - Meadowlands Crossed Group 1 4,350,000 0.2 0.2
5. Sara Road 300 Crossed Group 1 9,615,000 0.4 0.5
JCG III Crossed Group 1 7,623,000 0.3 0.4
Liberty Business Park Crossed Group 1 6,763,000 0.3 0.4
Sara Road 80 Crossed Group 1 6,340,000 0.3 0.3
JCG V Crossed Group 1 4,131,000 0.2 0.2
6100 Center Crossed Group 1 1,510,000 0.1 0.1
Beverly Terrace Crossed Group 1 1,297,000 0.1 0.1
JCG IV Crossed Group 1 721,000 0.0(1) 0.0(1)
6. Beau Rivage Apartments 192 Crossed Group 2 8,879,000 0.4 2.3
Beau Rivage Apartments 132 Crossed Group 2 5,846,000 0.3 1.5
7. Autumnwood Apartments Crossed Group 2 7,063,125 0.3 1.8
Silvercreek Apartments Crossed Group 2 7,063,125 0.3 1.8
8. Marriott Fairfield Inn & Suites
Alpharetta Portfolio Multiple Property 1 13,257,089 0.6 0.7
9. Stonehenge Apartments Multiple Property 2 12,305,040 0.5 3.2
10. Marriott Fairfield Inn & Suites
Buckhead Portfolio Multiple Property 1 11,679,815 0.5 0.6
11. Marriott Fairfield Inn & Suites
Atlanta Portfolio Multiple Property 1 11,589,970 0.5 0.6
12. United Supermarket - Lubbock, TX Crossed Group 1 3,583,130 0.2 0.2
Advance Auto Parts - Cleveland, OH Crossed Group 1 1,120,980 0.0(1) 0.1
Advance Auto Parts - Denton
Township, MI Crossed Group 1 1,015,890 0.0(1) 0.1
----------
(1) Represents less than 0.1% of the Initial Mortgage Pool Balance or Initial
Loan Group No. 1/2 Balance.
For a discussion regarding the possible release and/or substitution of any
mortgaged real property securing a Multiple Property Mortgage Loan or a Crossed
Group, see "--Substitution and Release of Real Property Collateral" below.
SUBSTITUTION AND RELEASE OF REAL PROPERTY COLLATERAL
Certain of the Multiple Property Mortgage Loans and Crossed Groups that we
intend to include in the trust fund entitle the related borrowers to obtain a
release of one or more of the corresponding mortgaged real properties from the
related lien and/or a corresponding termination of the related
cross-collateralization arrangement, subject, in each case, to the fulfillment
of one or more of the following conditions, among others:
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o the pay down or defeasance of the mortgage loan(s) in an amount equal
to a specified percentage, which is usually 100% to 125%, of the
portion of the total loan amount allocated to the property or
properties to be released;
o the satisfaction of debt service coverage and/or loan-to-value tests
for the property or properties that will remain as collateral for the
subject mortgage loan(s); and/or
o receipt by the lender of confirmation from each applicable rating
agency that the action will not result in a qualification, downgrade
or withdrawal of any of the then-current ratings of the offered
certificates.
The loan documents for one (1) group of cross-collateralized and
cross-defaulted mortgage loans that we intend to include in the trust fund,
which is comprised of four (4) mortgage loans in loan group no. 1 that
collectively represent 1.7% of the initial mortgage pool balance and 2.0% of the
Initial Loan Group No. 1 Balance, respectively, entitle the related borrower(s)
to obtain a corresponding termination of the subject cross-collateralization,
subject to certain conditions, including, without limitation, (a) no event of
default has occurred and is continuing and (b) the 12 month trailing debt
service coverage ratio with respect to each related mortgaged real property is
not less than 1.35x (except that the mortgaged real property identified in Annex
A-1 of the offering prospectus as Holiday Inn Express--Bridgeville mortgaged
real property must maintain a debt service coverage ratio of 1.40x) at actual
loan constant of 7.64%, as reasonably determined by lender.
In the case of the ShopKo Portfolio Mortgage Loan, the related borrower may
obtain a release of any of the related mortgaged real properties by substituting
another retail property of like kind and quality, subject to satisfaction of the
following conditions, among others: (a) the aggregate combined amount (by square
foot) of rentable space (expressed as a percentage of the total rentable space)
that can be substituted may not exceed 20% in any one calendar year and 30% over
the term of the related operating leases at the ShopKo Portfolio mortgaged real
properties; (b) based on a current appraisal of the replaced property and the
substitute property, the appraised value of the substitute property must be
equal to or greater than the appraised value of the replaced property as of
origination and immediately prior to the date of proposed substitution; (c)
based on a certificate of the related borrower, together with other evidence
that would be satisfactory to a prudent institutional mortgage loan lender,
after the substitution of a substitute property and the release of the replaced
property, the debt service coverage ratio for the 12 full calendar months
immediately preceding the date of the substitution with respect to all
properties remaining subject to the lien of the related mortgage instrument
after the substitution will be equal to or greater than the (i) debt service
coverage ratio for the 12 full calendar months immediately preceding the
origination date and (ii) debt service coverage ratio for the 12 full calendar
months immediately preceding the substitution (including the replaced property
and excluding the substitute property); (d) after individual properties with an
aggregate square footage of at least ten percent (10%) of the original square
footage demised under the related operating leases have been released, if the
ShopKo Portfolio Mortgage Loan is part of a securitization, the lender shall
have received confirmation in writing from the rating agencies to the effect
that such release and substitution will not result in a withdrawal,
qualification or downgrade of the respective ratings in effect immediately prior
to such release and substitution for the securities issued in connection with
the securitization that are then outstanding; (e) the lender has received
evidence that the store-level profitability as set forth in the P&L report of
the substitute property is equal to or greater than the store-level
profitability of the replaced property as set forth in the P&L report for the
immediately preceding 12-month period; and (f) no event of default shall have
occurred and be continuing and borrower shall be in compliance in all material
respects with all terms and conditions set forth in the loan documents.
In the case of the Reckson II Office Portfolio underlying mortgage loan,
which represents 3.2% of the Initial Mortgage Pool Balance and 3.8% of the
Initial Loan Group No. 1 Balance, the related loan documents permit the borrower
to obtain the release of an individual property from the lien of the mortgage by
simultaneously substituting another property for the released property, subject
to the satisfaction of certain
68
conditions, including, among other things, that: (i) no substitution will be
permitted until the date after which defeasance is permitted has passed or if
any event of default has occurred; (ii) confirmation must be obtained from the
applicable rating agencies that the then current ratings of the offered
certificates will not be downgraded, withdrawn or qualified as a result of the
substitution; (iii) the related borrower must deliver to the lender a current
appraisal for the substitute property and a current appraisal for the released
property; (iv) the debt service coverage ratio must be equal to or greater than
the greater of (A) 95% of the debt-service-coverage ratio for the properties
immediately prior to the substitution and (B) 1.50x; (v) the loan-to-value ratio
may not be in excess of the lesser of (X) 105% of the loan-to-value ratio for
the properties immediately prior to the substitution and (Y) 55%; and (vi) after
giving effect to the substitution, the geographic concentrations and general use
of the properties may not have materially changed. The borrower is not permitted
more than three (3) substitutions during the entire term of the Reckson II
Office Portfolio underlying mortgage loan, and the aggregate allocated loan
amounts of the released properties for all substitutions during the entire term
of the Reckson II Office Portfolio underlying mortgage loan may not exceed 35%
of the original principal balance of the Reckson II Office Portfolio underlying
mortgage loan.
Also in the case of the Reckson II Office Portfolio underlying mortgage
loan, the loan documents provide for the release of any one or more properties
upon a sale of such property to a bona fide third-party purchaser, subject to
the satisfaction of certain conditions, including among others, that (i) no
event of default has occurred and is continuing, (ii) the debt-service-coverage
ratio of the remaining properties is equal to or greater than the greater of (A)
95% of the properties calculated immediately prior to the partial release and
(B) 1.50x, and (iii) the loan must be partially defeased in the amount of 110%
of the allocated loan amount for the released property as a condition to such
release. In addition to the foregoing, with respect to the mortgaged real
property identified as the 55 Charles Lindberg property, a portion of such
property consisting of approximately 6.555 acres may be released without the
payment of any release price or defeasance upon satisfaction of certain
conditions, including, among others, that (a) the release partial is legally
subdivided, (b) the release parcel may not be owned by any borrower of the
Reckson II Office Portfolio underlying mortgage loan, and (c) the existing
ground lease with respect to the 55 Charles Lindberg mortgaged real property
must be amended to remove the released portion and there shall be a pro rata
reduction in the ground lease rent.
In the case of one (1) mortgage loan that we intend to include in the trust
fund, representing 5.9% of the Initial Mortgage Pool Balance and 7.1% of the
Initial Loan Group No. 1 Balance, the loan documents provide for the release of
a portion of the related mortgaged property consisting of a surface parking lot
containing 317 parking spaces in connection with the development of a parking
garage and other improvements on the released parcel upon satisfaction of
certain conditions as set forth in the loan documents, including, without
limitation: (i) the to be built parking garage shall contain no less than 317
parking spaces or a greater number of spaces in order to comply with applicable
parking requirements which are dedicated for the exclusive use of the remaining
mortgaged property; (ii) the delivery of an endorsement to the lender's title
insurance policy insuring that lender will continue to have a first lien against
the remaining property; and (iii) the remaining property shall not be in
violation of any zoning, land use, subdivision, or other law, statute,
ordinance, rule, regulation, or requirement of any governmental authority having
jurisdiction, including, but not limited to, any applicable setback or parking
requirement or render all or any part of the remainder of the property a
nonconforming use thereunder.
In the case of one (1) mortgage loan that we intend to include in the trust
fund, representing 2.8% of the Initial Mortgage Pool Balance and 3.4% of the
Initial Loan Group No. 1 Balance, the loan documents provide for the release of
the Sandusky, Ohio mortgaged property upon satisfaction of certain conditions
contained in the related loan documents, including, without limitation, that (i)
no event of default has occurred and is continuing, (ii) the loan-to-value ratio
of the remaining property shall not exceed 55%, (iii) the debt-service coverage
ratio following the release shall be equal to or greater than (A) the debt
service coverage ratio immediately prior to the release date, or (B) 1.65x, and
(iv) the partial defeasance of the Great Wolf Resorts Loan in the amount of 115%
of the allocated loan amount for the Sandusky, Ohio mortgaged real property.
69
In the case of one (1) mortgage loan that we intend to include in the trust
fund, representing 0.5% of the Initial Mortgage Pool Balance and 3.2% of the
Initial Loan Group No. 2 Balance, the loan documents provide for the release of
any one mortgaged property, subject to satisfaction of certain conditions in
loan documents, including, among other things, that (i) the debt service
coverage ratio following the release may not be less than the debt service
coverage ratio immediately prior to the release date, (ii) the loan-to-value
ratio of the remaining property may not exceed 80%, and (iii) the delivery of a
rating agency confirmation providing that the then current ratings of the
offered certificates will not be downgraded, withdrawn or qualified as a result
of the release.
In the case of one (1) mortgage loan that we intend to include in the trust
fund, representing 0.5% of the Initial Mortgage Pool Balance and 0.6% of the
Initial Loan Group No. 1 Balance, the loan documents provide for the release of
the Taco Bell Parcel upon satisfaction of certain conditions set forth in the
loan documents, including among other things, that (a) the related borrower must
either fund a reserve in the sum of $1,500,000, or must effect a partial
defeasance per the loan documents by, among other things, paying to the lender
the sum of $638,216, (b) the remaining mortgaged real property must support a
loan-to-value ratio of no greater than 75% and a debt service coverage ratio of
1.31x, and (c) the related borrower must deliver to the lender all due diligence
items necessary to evidence perfection and priority of the mortgage lien on the
remaining mortgaged real property. Additionally, the loan documents permit the
release of the Wendy's Parcel upon satisfaction of certain conditions set forth
in the loan documents, including, that (a) the related borrower must either fund
a reserve in the sum of the greater of $605,631 or the consideration paid by
Wendy's for the exercise of its right of first refusal, or must effect a Wendy's
Defeasance per the loan documents by, among other things, paying to the lender
the sum of $605,631, (b) the remaining mortgaged real property must support a
loan-to-value ratio of no greater than 75% and a debt service coverage ratio of
at least 1.31x, and (c) and the related borrower must deliver to the lender all
due diligence items necessary to evidence perfection and priority of the
remaining mortgaged real property.
Some of the mortgage loans that we intend to include in the trust fund may
permit the release of one or more undeveloped or non-income producing parcels or
outparcels that, in each such case, do not represent a significant portion of
the appraised value of the related mortgaged real property, or have been
excluded from the appraised value of the related mortgaged real property, which
appraised value is shown on Annex A-1 to this offering prospectus.
MORTGAGE LOANS WITH AFFILIATED BORROWERS
Twenty-three (23) separate groups of mortgage loans that we intend to
include in the trust fund, consisting of a total of 66 mortgage loans, and
representing a total of 34.8% of the Initial Mortgage Pool Balance, of which 58
mortgage loans are in loan group no. 1, representing 37.5% of the Initial Loan
Group No. 1 Balance, and eight (8) mortgage loans are in loan group no. 2,
representing 21.9% of the Initial Loan Group No. 2 Balance, have borrowers that,
in the case of the mortgage loans contained within a particular group, are
related such that they have at least one controlling project sponsor or
principal in common.
The table below shows each group of mortgaged real properties that: (a) are
owned by the same or affiliated borrowers; and (b) secure in total two or more
mortgage loans that may or may not be cross-collateralized and that represent in
the aggregate at least 1.0% of the Initial Mortgage Pool Balance. See Annex A-1
for identification of additional affiliated borrower groupings.
70
MORTGAGE LOANS WITH AFFILIATED BORROWERS
% OF INITIAL % OF INITIAL
CUT-OFF DATE LOAN MORTGAGE LOAN GROUP NO. 1/2
PROPERTY/PORTFOLIO NAME(S) PRINCIPAL BALANCE GROUP POOL BALANCE BALANCE
--------------------------------------------------------- ----------------- ----- ------------ ------------------
1. ShopKo Portfolio $200,000,000 1 8.8% 10.6%
United Supermarket - Plainview, TX 4,753,132 1 0.2 0.3
2. Marriott Fairfield Inn & Suites Alpharetta Portfolio 13,257,089 1 0.6 0.7
Marriott Fairfield Inn & Suites Buckhead Portfolio 11,679,815 1 0.5 0.6
Marriott Fairfield Inn & Suites Atlanta Portfolio 11,589,970 1 0.5 0.6
Northbelt Office Center II 14,500,000 1 0.6 0.8
3. Milestone 19,900,000 1 0.9 1.1
Virginia Gateway 19,815,000 1 0.9 1.1
Washingtonian Center 11,150,000 1 0.5 0.6
4. Locke Drive 19,900,000 1 0.9 1.1
Collier Health Park 17,120,000 1 0.8 0.9
1210-1230 Washington Street 12,300,000 1 0.5 0.7
5. DuBois Mall 32,812,500 1 1.4 1.7
La Quinta Inn Winter Park 6,892,202 1 0.3 0.4
6. SpringHill Suites - North Shore 19,762,500 1 0.9 1.1
Holiday Inn Express - South Side 9,487,500 1 0.4 0.5
Holiday Inn Express - Bridgeville 4,670,000 1 0.2 0.2
Comfort Inn - Meadowlands 4,350,000 1 0.2 0.2
7. Sara Road 300 9,615,000 1 0.4 0.5
JCG III 7,623,000 1 0.3 0.4
Liberty Business Park 6,763,000 1 0.3 0.4
Sara Road 80 6,340,000 1 0.3 0.3
JCG V 4,131,000 1 0.2 0.2
6100 Center 1,510,000 1 0.1 0.1
Beverly Terrace 1,297,000 1 0.1 0.1
JCG IV 721,000 1 0.0(1) 0.0(1)
8. Mallard Crossing Apartments 22,167,000 2 1.0 5.8
Four Winds Apartments 14,800,000 2 0.7 3.8
9. Bossier Corners 22,500,000 1 1.0 1.2
State & Perryville Shopping Center 12,850,000 1 0.6 0.7
10. 60 Frontage Road 14,500,000 1 0.6 0.8
The Minolta Building 9,300,000 1 0.4 0.5
Alfa Laval Building 9,100,000 1 0.4 0.5
11. Hilton Garden Inn - Glen Allen, VA 15,558,230 1 0.7 0.8
Courtyard by Marriott - Huntersville, NC 9,429,934 1 0.4 0.5
Holiday Inn - Lumberton, NC 5,964,650 1 0.3 0.3
12. Aurora - Wilkinson Medical Clinic (Hartland) 8,200,000 1 0.4 0.4
Aurora - Edgerton Health Center 7,240,000 1 0.3 0.4
Aurora - Bluemond Health Center 5,840,000 1 0.3 0.3
Aurora - Airport Health Center 5,120,000 1 0.2 0.3
13. Desert Inn Office Center 15,540,000 1 0.7 0.8
Riverfront Business Park 8,400,000 1 0.4 0.4
----------
(1) Represents less than 0.1% of the Initial Mortgage Pool Balance or Initial
Loan Group No. 1/2 Balance.
71
SIGNIFICANT UNDERLYING MORTGAGE LOANS
Set forth on Annex B to this offering prospectus are summary
descriptions (including a presentation of selected loan and property
information) of the 10 largest mortgage loans and/or groups of
cross-collateralized mortgage loans that we intend to include in the trust fund
and a presentation of selected loan and property information with respect to the
next five largest mortgage loans and/or groups of cross-collateralized mortgage
loans that we intend to include in the trust fund.
The following table shows certain characteristics of the 10 largest
mortgage loans and/or groups of cross-collateralized mortgage loans that we
intend to include in the trust fund, by cut-off date principal balance.
CUT-OFF DATE
MORTGAGE LOAN PRINCIPAL
MORTGAGE LOAN NAME LOAN SELLER PROPERTY TYPE GROUP STATE BALANCE
------------------------- ------------ ------------------ ----- ------- ------------
Retail,
1. ShopKo Portfolio CGM and BCRE Industrial, Office 1 Various $200,000,000
2. Olen Pointe Brea
Office Park CGM Office 1 CA 133,000,000
3. Reston Executive
Center CGM Office 1 VA 93,000,000
4. Reckson II Office
Portfolio CGM Office 1 NY, NJ 72,000,000
5. Great Wolf Resorts
Portfolio CGM Hospitality 1 OH, WI 63,000,000
6. Emerald Isle Senior
Apartments PNC Multifamily 2 CA 55,000,000
7. 20 North Orange CGM Office 1 FL 42,695,000
8. Kratsa Portfolio CGM Hospitality 1 PA 38,270,000
9. GT Portfolio CGM Office, Industrial 1 OK 38,000,000
10. Flower Hill PNC Retail 1 CA 36,500,000
Promenade
------------
TOTAL/WTD. AVG $771,465,000
------------
CUT-OFF % OF
DATE % OF INITIAL CUT-OFF
PRINCIPAL INITIAL LOAN DATE
BALANCE MORTGAGE GROUP U/W LOAN-TO
PER POOL No. 1/2 NCF VALUE
MORTGAGE LOAN NAME SF/UNIT BALANCE BALANCE DSCR RATIO
------------------------- --------- -------- ------- ----- -------
1. ShopKo Portfolio $ 50(1) 8.8% 10.6% 1.51x 76.39%
2. Olen Pointe Brea
Office Park 209 5.9 7.1 1.22 70.74
3. Reston Executive
Center 191 4.1 5.0 1.38 72.66
4. Reckson II Office
Portfolio 79 3.2 3.8 2.26 49.52
5. Great Wolf Resorts
Portfolio 108,621 2.8 3.4 1.74 52.28
6. Emerald Isle Senior
Apartments 130,332 2.4 14.3 1.23 69.18
7. 20 North Orange 158 1.9 2.3 1.20 74.64
8. Kratsa Portfolio 82,657 1.7 2.0 1.31 74.53
9. GT Portfolio 44 1.7 2.0 1.21 79.90
10. Flower Hill 346 1.6 1.9 1.24 75.09
Promenade
----
TOTAL/WTD. AVG 34.1% 1.44x 69.90%
----
----------
(1) Calculated based on the unpaid principal balance as of the cut-off date for
the entire ShopKo Portfolio Loan Combination.
TERMS AND CONDITIONS OF THE UNDERLYING MORTGAGE LOANS
Due Dates. Subject, in some cases, to a next business day convention:
o One hundred thirty-four (134) of the mortgage loans that we intend to
include in the trust fund, representing 66.6% of the Initial Mortgage
Pool Balance, of which 111 mortgage loans are in loan group no. 1,
representing 65.2% of the Initial Loan Group No. 1 Balance, and 23
mortgage loans are in loan group no. 2, representing 73.1% of the
Initial Loan Group No. 2 Balance, provide for scheduled payments of
principal and/or interest to be due on the eleventh day of each month;
o Twenty-nine (29) of the mortgage loans that we intend to include in
the trust fund, representing 17.3% of the Initial Mortgage Pool
Balance, of which 20 mortgage loans are in loan group no. 1,
representing 15.3% of the Initial Loan Group No. 1 Balance, and nine
(9) mortgage loans are in loan group no. 2, representing 26.9% of the
Initial Loan Group No. 2 Balance, provide for scheduled payments of
principal and/or interest to be due on the first day of each month;
72
o One (1) of the mortgage loans that we intend to include in the trust
fund, representing 8.8% of the Initial Mortgage Pool Balance and 10.6%
of the Initial Loan Group No. 1 Balance, provide for scheduled
payments of principal and/or interest to be due on the fifth day of
each month; and
o Two (2) of the mortgage loans that we intend to include in the trust
fund, representing 7.3% of the Initial Mortgage Pool Balance and 8.8%
of the Initial Loan Group No. 1 Balance, provide for scheduled
payments of principal and/or interest to be due on the ninth day of
each month.
Mortgage Rates; Calculations of Interest. In general, each of the mortgage
loans that we intend to include in the trust fund bears interest at a mortgage
rate that, in the absence of default, is fixed until maturity. However, as
described under "--ARD Loans" 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 that date. With respect to two (2) mortgage loans secured by mortgaged
real properties identified on Annex A-1 to this offering prospectus as Mallard
Crossing Apartments and Four Winds Apartments, representing 1.6% of the Initial
Mortgage Pool Balance and 9.6% of the Initial Loan Group No. 2 Balance, the
respective mortgage rates step up annually from the initial mortgage rate during
the first seven (7) years of the loan term. With respect to the Mallard Crossing
Apartments Loan, the initial mortgage rate is 4.4350% per annum through the
December 2006 payment date; 4.6850% per annum from the January 2007 through the
December 2007 payment date; 4.8100% per annum from the January 2008 through the
December 2008 payment date; 4.9350% per annum from the January 2009 through the
December 2009 payment date; 5.1850% per annum from the January 2010 through the
December 2010 payment date; 5.3100% per annum from the January 2011 through the
December 2011 payment date; 5.4350% per annum from the January 2012 through the
December 2012 payment date; and 5.6850% per annum for all payment dates
thereafter. With respect to the Four Winds Apartments Loan, the initial mortgage
rate is 4.3750% per annum through the January 2007 payment date; 4.6250% per
annum from the February 2007 through the January 2008 payment date; 4.7500% per
annum from the February 2008 through the January 2009 payment date; 4.8750% per
annum from the February 2009 through the January 2010 payment date; 5.1250% per
annum from the February 2010 through the January 2011 payment date; 5.2500% per
annum from the February 2011 through the January 2012 payment date; 5.3750% per
annum from the February 2012 through the January 2013 payment date; and 5.6250%
per annum for all payment dates thereafter.
The current mortgage rate for each of the mortgage loans that we intend to
include in the trust fund is shown on Annex A-1 to this offering prospectus. As
of the cut-off date, those mortgage rates ranged from 4.3750% per annum to
7.5600% per annum, and the weighted average of those mortgage rates was 5.7620%
per annum. As of the cut-off date the mortgage rates for the mortgage loans in
loan group no. 1 ranged from 5.2300% per annum to 6.6500% per annum, and the
weighted average of those mortgage rates was 5.8120% per annum. As of the
cut-off date the mortgage rates for the mortgage loans in loan group no. 2
ranged from 4.3750% per annum to 7.5600% per annum, and the weighted average of
those mortgage rates was 5.5181% per annum.
Except if an ARD Loan remains outstanding past its anticipated repayment
date, none of the mortgage loans that we intend to include in the trust fund
provides for negative amortization or for the deferral of interest.
All of the underlying mortgage loans will accrue interest on an Actual/360
Basis.
Balloon Loans. One hundred fifty (150) of the mortgage loans that we intend
to include in the trust fund, representing 95.7% of the Initial Mortgage Pool
Balance, of which 118 mortgage loans are in loan group no. 1, representing 94.8%
of the Initial Loan Group No. 1 Balance, and 32 mortgage loans are in loan group
no. 2, representing 100.0% of the Initial Loan Group No. 2 Balance, are in each
case characterized by:
73
o an amortization schedule that is significantly longer than the actual
term of the mortgage loan or for no amortization prior to stated
maturity; and
o a substantial payment, or balloon payment, being due with respect to
the mortgage loan on its stated maturity date.
Nine (9) of the balloon mortgage loans that we intend to include in the
trust fund, representing 10.5% of the Initial Mortgage Pool Balance, of which
seven (7) mortgage loans are in loan group no. 1, representing 11.0% of the
Initial Loan Group No. 1 Balance, and two (2) mortgage loans are in loan group
no. 2, representing 7.8% of the Initial Loan Group No. 2 Balance, provide for
payments of interest only until maturity. Another 81 of the balloon mortgage
loans that we intend to include in the trust fund, representing 54.9% of the
Initial Mortgage Pool Balance, of which 63 mortgage loans are in loan group no.
1, representing 51.5% of the Initial Loan Group No. 1 Balance, and 18 mortgage
loans are in loan group no. 2, representing 71.1% of the Initial Loan Group No.
2 Balance, provide for payments of interest only for periods ranging from the
first 12 to the first 84 payments following origination and prior to
amortization.
ARD Loans. Sixteen (16) mortgage loans that we intend to include in the
trust fund, representing 4.3% of the Initial Mortgage Pool Balance and 5.2% of
the Initial Loan Group No. 1 Balance, respectively, are each characterized by
the following features:
o A maturity date that is generally 25 to 30 years following
origination.
o The designation of an anticipated repayment date that is generally 10
to 15 years following origination. The anticipated repayment date for
each ARD Loan is listed on Annex A-1 to this offering prospectus.
o The ability of the related borrower to prepay the 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 no earlier than two (2) to four (4)
months prior to the related anticipated repayment date.
o Until its anticipated repayment date, the calculation of interest at
its initial mortgage rate.
o From and after its anticipated repayment date, the accrual of interest
at a revised annual rate that will be at least two percentage points
in excess of its initial mortgage rate.
o The deferral of any additional interest accrued with respect to the
mortgage loan from and after the related anticipated repayment date at
the difference between its revised mortgage rate and its initial
mortgage rate. This Post-ARD Additional Interest may, in some cases,
to the extent permitted by applicable law, compound at the new revised
mortgage rate. Any Post-ARD Additional Interest accrued with respect
to the mortgage loan following its anticipated repayment date will not
be payable until the entire principal balance of the mortgage loan has
been paid in full.
o From and after its anticipated repayment date, the accelerated
amortization of the mortgage loan out of any and all monthly cash flow
from the corresponding mortgaged real property that remains after
payment of the applicable monthly debt service payments and permitted
operating expenses and capital expenditures and the funding of any
required reserves. These accelerated amortization payments and the
Post-ARD Additional Interest are considered separate from the monthly
debt service payments due with respect to the mortgage loan.
74
Eleven (11) of the ARD Loans that we intend to include in the trust fund,
representing 3.0% of the Initial Mortgage Pool Balance and 3.6% of the Initial
Loan Group No. 1 Balance, respectively, provide for payments of interest only
for the periods ranging from the first 36 to the first 60 payments following
origination.
In the case of each of the ARD Loans that we intend to include in the trust
fund, the related borrower has either entered into a cash management agreement
or has agreed to enter into a cash management agreement on or prior to the
anticipated repayment date if it has not previously done so. The related
borrower or the manager of the corresponding mortgaged real property will be
required under the terms of that cash management agreement to deposit or cause
the deposit of all revenue from that property received after the anticipated
repayment date into a lockbox account designated by the lender under the loan
documents for the related ARD Loan.
Prepayment Provisions.
General. All of the mortgage loans that we intend to include in the trust
fund provide for one or more of the following:
o a prepayment lock-out period, during which the principal balance of a
mortgage loan may not be voluntarily prepaid in whole or in part;
o a defeasance period, during which voluntary principal prepayments are
still prohibited, but the related borrower may obtain a release of the
related mortgaged real property through defeasance, and
o a prepayment consideration period, during which voluntary prepayments
are permitted, subject to the payment of a yield maintenance premium
or other additional consideration for the prepayment.
The prepayment terms of each of the mortgage loans that we intend to
include in the trust fund are set forth in Annex A-1 to this offering
prospectus.
Generally, the prepayment restrictions relating to each of the underlying
mortgage loans do not apply to prepayments arising out of a casualty or
condemnation of the corresponding mortgaged real property. Prepayments of this
type are generally not required to be accompanied by any prepayment
consideration. In addition, several of the mortgage loans that we intend to
include in the trust fund also permit the related borrower to prepay the entire
principal balance of the mortgage loan remaining, without prepayment
consideration, after application of insurance proceeds or a condemnation award
to a partial prepayment of the mortgage loan, provided that such prepayment of
the entire principal balance is made within a specified time period following
the date of such application. In the case of certain mortgage loans, if the
entire principal balance is not prepaid, the monthly principal and interest
payment is reduced to reflect the smaller principal balance.
Also notwithstanding the foregoing prepayment restrictions, prepayments may
occur in connection with loan defaults and, in certain cases, out of cash
holdbacks where certain conditions relating to the holdback have not been
satisfied. Prepayment premiums and/or yield maintenance charges may not be
collectable in connection with prepayments of this type.
The aggregate characteristics of the prepayment provisions of the
underlying mortgage loans will vary over time as:
75
o lock-out periods expire and mortgage loans enter periods during which
prepayment consideration may be required in connection with principal
prepayments and, thereafter, enter open prepayment periods; and
o mortgage loans are prepaid, repurchased, replaced or liquidated
following a default or as a result of a delinquency.
Prepayment Lock-Out or Prepayment Lock-Out/Defeasance Periods. As of the
cut-off date, an initial prepayment lock-out period is currently in effect for
all of the mortgage loans that we intend to include in the trust fund. With
respect to 152 of the underlying mortgage loans for which a prepayment lock-out
period is currently in effect, collectively representing 92.1% of the Initial
Mortgage Pool Balance, of which 123 mortgage loans are in loan group no. 1,
representing 93.9% of the Initial Loan Group No. 1 Balance, and 29 mortgage
loans are in loan group no. 2, representing 83.0% of the Initial Loan Group No.
2 Balance, respectively, the initial prepayment lock-out period is followed by a
defeasance period during which principal prepayments are still prohibited. In no
event will the defeasance period for any of those 152 mortgage loans begin
earlier than the second anniversary of the Issue Date.
Set forth below is information regarding the remaining terms of the
prepayment lock-out and prepayment lock-out/defeasance periods, as applicable,
for the underlying mortgage loans for which a prepayment lock-out period is
currently in effect:
o the maximum remaining prepayment lock-out or prepayment
lock-out/defeasance period as of the cut-off date is 175 months with
respect to the entire mortgage pool, 173 months with respect to loan
group no. 1 and 175 months with respect to loan group no. 2,
o the minimum remaining prepayment lock-out or prepayment
lock-out/defeasance period as of the cut-off date is 24 months with
respect to the entire mortgage pool, 24 months with respect to loan
group no. 1 and 48 months with respect to loan group no. 2, and
o the weighted average remaining prepayment lock-out or prepayment
lock-out/defeasance period as of the cut-off date is 104 months with
respect to the entire mortgage pool, 106 months with respect to loan
group no. 1 and 98 months with respect to loan group no. 2.
Notwithstanding the foregoing, a purchase option exists with respect to the
ShopKo Portfolio Mortgaged Property located at 7401 Mineral Point Road, Madison,
Wisconsin. If that option is exercised before the permitted defeasance date, the
ShopKo Portfolio Loan Combination will be subject to prepayment (together with a
yield maintenance payment) in an amount equal to the greater of (i) 100% of the
allocated loan amount and (ii) the price received by the related borrower in
connection with the exercise of the purchase option.
Prepayment Consideration. Fourteen (14) of the mortgage loans that we
intend to include in the trust fund, representing 7.9% of the Initial Mortgage
Pool Balance, of which 11 mortgage loans are in loan group no. 1, representing
6.1% of the Initial Loan Group No. 1 Balance, and three (3) mortgage loans are
in loan group no. 2, representing 17.0% of the Initial Loan Group No. 2 Balance,
each provide for the payment of prepayment consideration in connection with a
voluntary prepayment during part of the loan term, commencing at origination or
at the expiration of an initial prepayment lock-out period. That prepayment
consideration is calculated on the basis of a yield maintenance formula or a
yield maintenance formula plus an additional specified percentage of the
principal amount prepaid, that is, in some cases, subject to a minimum amount
equal to a specified percentage of the principal amount prepaid.
76
One (1) of those 14 mortgage loans referred to above, representing 0.3% of
the initial mortgage pool balance and 0.3% of the Initial Loan Group No. 1
Balance, provides that during its prepayment consideration period, the borrower
may elect to defease the mortgage loan.
Prepayment consideration received on the underlying mortgage loans, whether
in connection with voluntary or involuntary prepayments, will be allocated and
paid to the series 2006-C4 certificateholders in the amounts and in accordance
with the priorities, described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this offering prospectus. Certain limitations exist under applicable
state law on the enforceability of the provisions of the underlying mortgage
loans that require payment of prepayment premiums or yield maintenance charges.
Neither we nor any of the underwriters and/or mortgage loan sellers makes any
representation or warranty as to the collectability of any prepayment premium or
yield maintenance charge with respect to any of those mortgage loans. See "Legal
Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in
the accompanying base prospectus.
Proceeds received in connection with the liquidation of any defaulted
mortgage loan in the trust fund may be insufficient to pay any prepayment
premium or yield maintenance charge due in connection with such involuntary
prepayment.
Open Prepayment Periods. All of the mortgage loans that we intend to
include in the trust fund provide for an open prepayment period, during which
voluntary principal prepayments may be made without any prepayment
consideration. That open prepayment period generally begins not more than seven
(7) months prior to stated maturity or, in the case of an ARD Loan, prior to the
related anticipated repayment date.
Defeasance Loans. One hundred fifty-two (152) of the mortgage loans that we
intend to include in the trust fund, representing 92.1% of the Initial Mortgage
Pool Balance, of which 123 mortgage loans are in loan group no. 1, representing
93.9% of the Initial Loan Group No. 1 Balance, and 29 mortgage loans are in loan
group no. 2, representing 83.0% of the Initial Loan Group No. 2 Balance, each
permit the related borrower to deliver U.S. Treasury obligations or other
government-related securities as substitute collateral for all or a portion of
the related mortgaged real property, but prohibit voluntary prepayments during
the defeasance period.
Each of these mortgage loans permits the related borrower, during specified
periods and subject to specified conditions, to pledge to the holder of the
mortgage loan the requisite amount of U.S. Treasury obligations or other
government securities and obtain a full or partial release of the mortgaged real
property or properties. In general, the U.S. Treasury obligations or other
government securities that are to be delivered in connection with the defeasance
of any mortgage loan must provide for a series of payments that:
o will be made on or prior, but as closely as possible, to all
successive due dates through and including the maturity date (or, in
some cases, through and including the beginning of the subject
mortgage loan's open prepayment period); and
o will, in the case of each due date, be in a total amount equal to or
greater than the monthly debt service payment, including any
applicable balloon payment, scheduled to be due on that date, with any
excess to be returned to the related borrower.
For purposes of determining the defeasance collateral for an ARD Loan, that
mortgage loan will be treated as if a balloon payment is due on its anticipated
repayment date.
Generally, in connection with any delivery of defeasance collateral, the
related borrower will be required to deliver a security agreement granting the
issuing entity a first priority security interest in the collateral.
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No borrower will be permitted to defease the related mortgage loan prior to
the second anniversary of the date of initial issuance of the offered
certificates.
Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans
that we intend to include in the trust fund contain both a due-on-sale clause
and a due-on-encumbrance clause. In general, except for the permitted transfers
discussed below, these clauses either:
o permit the holder of the related mortgage to accelerate the maturity
of the mortgage loan if the borrower sells or otherwise transfers or
encumbers the corresponding mortgaged real property; or
o prohibit the borrower from doing so without the consent of the holder
of the mortgage.
See "Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance
Provisions" in the accompanying base prospectus.
All of the mortgage loans that we intend to include in the trust fund
permit one or more of the following types of transfers:
o transfers of the corresponding mortgaged real property or of ownership
interests in the related borrower if specified conditions are
satisfied;
o a transfer of the corresponding mortgaged real property or of
ownership interests in the related borrower to a person that is
affiliated with or otherwise related to the borrower;
o transfers of the corresponding mortgaged real property or of ownership
interests in the related borrower to specified entities or types of
entities;
o transfers of ownership interests in the related borrower for
estate-planning purposes;
o transfers of non-controlling ownership interests in the related
borrower;
o involuntary transfers caused by the death of any owner, general
partner or manager of the related borrower;
o changes of ownership among existing partners or members of the related
borrower;
o issuance by a related borrower of new partnership or membership
interests; or
o other transfers similar to the foregoing.
ADDITIONAL LOAN AND PROPERTY INFORMATION
Escrows and Reserves. Information regarding escrows and reserves with
respect to the underlying mortgage loans is presented on Annex A-1 to this
offering prospectus.
Delinquency and Loss Information. None of the mortgage loans that we intend
to include in the trust fund are 30 days or more delinquent with respect to any
monthly debt service payment as of the cut-off date. Further, none of the
mortgage loans that we intend to include in the trust fund were 30 days or more
delinquent with respect to any monthly debt service payment at any time since
origination of the subject underlying mortgage loan. None of the mortgage loans
that we intend to include in the trust have experienced any losses of principal
or interest (through forgiveness of debt or restructuring) since origination.
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Tenant Matters. Described and listed below are certain special
considerations regarding tenants at the mortgaged real properties securing the
mortgage loans that we intend to include in the trust fund:
o One hundred eighty-eight (188) of the mortgaged real properties,
securing 40.4% of the Initial Mortgage Pool Balance and 48.7% of the
Initial Loan Group No. 1 Balance, are each a commercial property that
is leased, in whole or in part, to one or more tenants that, in each
case, occupies 25% or more of the net rentable area of the particular
property.
o One hundred forty-nine (149) of the mortgaged real properties,
securing 20.4% of the Initial Mortgage Pool Balance and 24.6% of the
Initial Loan Group No. 1 Balance, are each a commercial property that
is leased, in whole or in part, to a tenant that occupies 90% or more
of the net rentable area of the particular property.
o There are several cases in which a particular entity is a tenant at
more than one of the mortgaged real properties, and although it may
not be a major tenant at any of those properties, it is significant to
the success of the properties.
o Five (5) mortgaged real properties, securing 2.2% of the Initial
Mortgage Pool Balance and 12.9% of the Initial Loan Group No. 2
Balance, are multifamily rental properties that have material
concentrations of student tenants or that constitute a student housing
facility.
o Certain of the multifamily rental properties receive rent subsidies
from the United States Department of Housing and Urban Development
under its Section 8 program or otherwise.
o With respect to certain of the mortgage loans, the related borrower
has given to certain tenants or other third parties, or the project
developer has retained, an option to purchase, a right of first
refusal or a right of first offer to purchase all or a portion of the
related mortgaged real property in the event a sale is contemplated.
This may impede the lender's ability to sell the related mortgaged
real property at foreclosure, or, upon foreclosure, this may affect
the value and/or marketability of the related mortgaged real property.
For example, with respect to 15 mortgage loans secured by mortgaged
properties identified on Annex A-1 to this offering prospectus as Wolf
Creek Apartments, Walgreen's Henderson, NV, Wal-Mart--Fremont, CA,
Rite Aid, Louisville, KY, Pacso Rite Aid, Best Buy--Fond Du Lac, Mill
& Main Building, Walgreen's Orange, CT, Sweet Bay Shopping Center,
Doubletree Suites--Tukwila, WA, Northeast Florida Industrial Center,
Aurora--Hartland, Aurora--Airport, Aurora--Edgerton and
Aurora--Bluemond, representing 6.6% of the Initial MortgaGE Pool
Balance, of which 14 mortgaged real properties secure mortgage loans
in loan group no. 1, representing 7.0% of the Initial Loan Group No. 1
Balance, and one (1) mortgaged real property secures a mortgage loan
in loan group no. 2, representing 4.5% of the Initial Loan Group No. 2
Balance, certain tenants or others have a right of first refusal to
purchase the related mortgaged real property (or a portion thereof) in
the event the related borrower elects to sell the related mortgaged
real property. While such right of first refusal would not apply to a
foreclosure acquisition of the mortgaged real property by the mortgage
lender, such right of first refusal would apply to subsequent sales of
the mortgaged real property. In addition, with respect to two (2)
mortgage loans secured by mortgaged real properties identified on
Annex A-1 to this offering prospectus as Sara Road 300 and Sara Road
80, representing 0.7% of the Initial Mortgage Pool Balance and 0.8% of
the Initial Loan Group No. 1 Balance, certain tenants or others have
an option to purchase the related mortgaged real property (or a
portion thereof). However, such option is subordinated to the lien of
the mortgage, provided that such option will survive following a
foreclosure sale by lender. Finally, with respect to one (1) mortgage
loan secured by the mortgaged property identified on Annex A-1 to this
offering prospectus as Hilltop Square Shopping Center, representing
0.5% of the Initial
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Mortgage Pool Balance and 0.6% of the Initial Loan Group No. 1
Balance, Taco Bell has an option to purchase the portion of the
related mortgaged real property that it currently occupies as tenant,
and Wendy's has a right of first refusal with respect to the portion
of the related mortgaged real property it currently occupies as
tenant. Such option to purchase and the right of first refusal are not
subordinated to the lien of the mortgage. In the event Taco Bell
exercises its purchase option, borrower may either (i) fund a reserve
with lender in an amount equal to $1,500,000, which reserve shall be
applied to that portion of the loan outstanding on the maturity date
of the loan or (ii) effect a partial defeasance of the Taco Bell
parcel subject to the terms of the related loan documents by, among
other things, paying to the lender the sum of $638,216. In the event
Wendy's exercises its right of refusal, borrower may either (i) fund a
reserve with lender in an amount equal to $605,631, which reserve
shall be applied to that portion of the loan outstanding on the
maturity date of the loan or (ii) effect a partial defeasance of the
Wendy's parcel subject to the terms of the related loan documents by,
among other things, paying to the lender the sum of $605,631.
o With respect to certain of the underlying mortgage loans, one or more
tenants (which may include significant tenants) have lease expiration
dates or early termination options, that occur prior to the maturity
date of the related underlying mortgage loan. Additionally, underlying
mortgage loans may have concentrations of leases expiring at varying
rates in varying percentages prior to the related maturity date and in
some situations, all of the leases, at a mortgaged real property may
expire prior to the related maturity date. Even if vacated space is
successfully relet, the costs associated with reletting, including
tenant improvements and leasing commissions, could be substantial and
could reduce cash flow from the mortgaged real properties.
o Certain of the mortgaged real properties may be leased in whole or in
part by government-sponsored tenants who may have certain rights to
cancel their leases or reduce the rent payable with respect to such
lease at any time for, among other reasons, a lack of appropriations.
o With respect to certain of the mortgage loans, one or more of the
tenants at the related mortgaged real property have yet to take
possession of their leased premises or may have taken possession of
their leased premises but have yet to open their respective businesses
to the general public and, in some cases, may not have commenced
paying rent under their leases. There can be no assurances that a
prolonged delay in the opening of business to the general public will
not negatively impact tenant's ability to fulfill its obligations
under its respective lease.
Ground Leases. Three (3) of the mortgage loans that we intend to include in
the trust fund (loan numbers 10, 32 and 131), collectively representing 1.3% of
the Initial Mortgage Pool Balance, of which two (2) mortgage loans are in loan
group no. 1, representing 0.5% of the Initial Loan Group No. 1 Balance and one
(1) mortgage loan is in loan group no. 2, representing 5.2% of the Initial Loan
Group No. 2 Balance, are each secured by a mortgage lien on the borrower's
leasehold interest in the corresponding mortgaged real property, but not on the
fee simple interest in that property. Six (6) of the mortgage loans that we
intend to include in the trust fund, collectively representing 13.8% of the
Initial Mortgage Pool Balance and 16.6% of the Initial Loan Group No. 1 Balance,
respectively, are each secured by a mortgage lien on the borrower's leasehold
interest in certain portions of the corresponding mortgaged real property and on
the borrower's fee simple interest in the remainder of the mortgaged real
property (or, in the case of two (2) of these six (6) mortgage loans, involving
portfolios of mortgaged real properties, on the borrower's leasehold interest in
some of those properties and the borrower's fee interest in the remaining
subject mortgaged real properties). With respect to all of these mortgage loans,
except as described in the next sentence, the term of the related ground lease,
after giving effect to all extension options exercisable by the lender, expires
more than 20 years after the stated maturity date of the related mortgage loan,
and the related ground lessor has agreed to give, or the related ground lease
provides that the ground lessor must give, the holder of each leasehold mortgage
loan we intend to include in the trust fund notice of, and the right to
80
cure, any default or breach by the ground lessee. In the case of two (2)
mortgage loans that we intend to include in the trust fund, representing 9.6% of
the Initial Mortgage Pool Balance and 11.5% of the Initial Loan Group No. 1
Balance, which are secured in part by the related borrower's ground leasehold
interest covering a small portion of the related mortgaged real property (or, in
the case of the ShopKo Portfolio Mortgage Loan, covering two (2) of the related
mortgaged real properties), the term of such ground lease does not extend beyond
20 years following the stated maturity date of the related mortgage loan.
The mortgage loans identified in the preceding paragraph do not include
mortgage loans secured by overlapping fee simple and leasehold interests in the
related mortgaged real property.
Additional and Other Financing.
Additional Secured Debt. In the case of each of the underlying mortgage
loans described under "--The Loan Combinations" below, the related mortgaged
real property or properties also secure one or more related mortgage loans that
are not included in the trust fund. See "--The Loan Combinations" below for a
more detailed description of the related co-lender arrangement and the priority
of payments among the mortgage loans comprising each such loan combination.
In the case of one (1) mortgage loan that we intend to transfer to the
issuing entity, representing 0.3% of the initial mortgage pool balance and 0.4%
of the initial loan group no. 1 balance, there is existing subordinate debt in
the original principal amount of $4,612,339.33, which is secured by a junior
mortgage on the related mortgaged real property. The related borrower incurred
the subordinate debt in connection with the purchase of the related mortgaged
real property to effectuate a reverse 1031 exchange. The junior mortgagee is JLC
Suncoast, LLC, an entity owned by the guarantor under the subject underlying
mortgage loan. The loan documents require the borrower to fully pay off the
subordinate debt upon completion of the 1031 exchange which shall not be later
than August 15, 2006. The subordinate debt documents do not provide for
foreclosure rights and the junior loan has been fully subordinated to the
subject underlying mortgage loan pursuant to a subordination agreement delivered
by the junior mortgagee.
Mezzanine Debt. As indicated under "Risk Factors--Some of the Mortgaged
Real Properties Are or May Be Encumbered by Additional Debt and the Ownership
Interests in Some Borrowers Have Been or May Be Pledged to Secure Debt Which, in
Either Case, May Reduce the Cash Flow Available to the Subject Mortgaged Real
Property" in this offering prospectus, in the case of 24 mortgage loans that we
intend to include in the trust fund, representing 17.8% of the Initial Mortgage
Pool Balance, of which 21 mortgage loans are in loan group no. 1, representing
16.8% of the Initial Loan Group No. 1 Balance, and three (3) mortgage loans are
in loan group no. 2, representing 22.7% of the Initial Loan Group No. 2 Balance,
one or more of the principals of the related borrower have incurred or are
permitted to incur mezzanine debt as described below.
In the case of one (1) mortgage loan representing 0.5% of the Initial
Mortgage Pool Balance and 3.2% of the Initial Loan Group No. 2 Balance, the
equity owner and sole member of the borrower, obtained a $820,000 mezzanine
loan, secured by a pledge of its equity interests in the borrower. The mezzanine
lender has signed a subordination and standstill agreement providing for the
subordination of the related mezzanine loan.
In the case of one (1) mortgage loan representing 0.5% of the Initial
Mortgage Pool Balance and 0.6% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan (90-day term, one (1) 90-day extension option) in the original principal
amount of $2,950,000. The mezzanine lender executed a subordination and
standstill agreement pursuant to which it has agreed that the mezzanine debt is
subject to and subordinate to the mortgage loan.
In the case of one (1) mortgage loan representing 0.5% of the Initial
Mortgage Pool Balance and 0.6% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan (90-day term, one (1) 90-day extension option) in the original principal
amount of $3,000,000.
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The mezzanine lender executed a subordination and standstill agreement pursuant
to which it has agreed that the mezzanine debt is subject to and subordinate to
the mortgage loan.
In the case of one (1) mortgage loan representing 0.9% of the Initial
Mortgage Pool Balance and 5.2% of the Initial Loan Group No. 2 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan in the original principal amount of $1,100,000. The mezzanine lender
executed a subordination and standstill agreement, pursuant to which it has
agreed that the mezzanine debt shall be subject to and subordinate to the
mortgage loan.
In the case of one (1) mortgage loan representing 0.8% of the Initial
Mortgage Pool Balance and 1.0% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan in the original principal amount of $1,000,000. The mezzanine lender
executed a subordination and standstill agreement, pursuant to which it has
agreed to subordinate the mezzanine loan to the mortgage loan.
In the case of one (1) mortgage loan representing 0.4% of the Initial
Mortgage Pool Balance and 0.5% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan in the original principal amount of $600,000. The mezzanine lender executed
a subordination and standstill agreement, pursuant to which it has agreed that
the mezzanine debt is subject to and subordinate to the mortgage loan.
In the case of one (1) mortgage loan representing 0.3% of the Initial
Mortgage Pool Balance and 0.3% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan in the original principal amount of $1,381,807. The mezzanine lender
executed a subordination and standstill agreement, pursuant to which it has
agreed that the mezzanine debt is subject to and subordinate to the mortgage
loan.
In the case of one (1) mortgage loan representing 0.3% of the Initial
Mortgage Pool Balance and 0.4% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan in the original principal amount of $1,649,444. The mezzanine lender
executed a subordination and standstill agreement, pursuant to which it has
agreed that the mezzanine debt is subject to and subordinate to the mortgage
loan.
In the case of one (1) mortgage loan representing 0.2% of the Initial
Mortgage Pool Balance and 0.3% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan in the original principal amount of $1,205,651. The mezzanine lender
executed a subordination and standstill agreement, pursuant to which it has
agreed that the mezzanine debt is subject to and subordinate to the mortgage
loan.
In the case of one (1) mortgage loan representing 0.4% of the Initial
Mortgage Pool Balance and 0.4% of the Initial Loan Group No. 1 Balance, an
equity owner of the borrower pledged its equity interest to secure a mezzanine
loan in the original principal amount of $1,866,037. The mezzanine lender
executed a subordination and standstill agreement, pursuant to which it has
agreed to subordinate the mezzanine loan to the mortgage loan.
The table below identifies, by mortgage loan name set forth on Annex A-1 to
this offering prospectus, those mortgage loans, collectively representing 13.0%
of the Initial Mortgage Pool Balance, of which 13 mortgage loans are in loan
group no. 1, representing 12.7% of the Initial Loan Group No. 1 Balance, and one
(1) mortgage loan is in loan group no. 2, representing 14.3% of the Initial Loan
Group No. 2 Balance, for which the owners of the related borrowers are permitted
to pledge their ownership interests in the borrower as collateral for mezzanine
debt. The incurrence of this mezzanine indebtedness is generally subject to
certain conditions, that may include any one or more of the following
conditions:
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o consent of the mortgage lender;
o satisfaction of loan-to-value tests, which provide that the aggregate
principal balance of the related underlying mortgage loan and the
subject mezzanine debt may not exceed a specified percentage and debt
service coverage tests, which provide that the combined debt service
coverage ratio of the related underlying mortgage loan and the subject
mezzanine loan may not be less than a specified amount;
o subordination of the mezzanine debt pursuant to a subordination and
intercreditor agreement; and/or
o confirmation from each rating agency that the mezzanine financing will
not result in a downgrade, qualification or withdrawal of the then
current ratings of the offered certificates.
MORTGAGE LOAN MAXIMUM MINIMUM
CUT-OFF DATE COMBINED LTV COMBINED
MORTGAGE LOAN NAME BALANCE RATIO PERMITTED DSCR PERMITTED
---------------------------------- ------------- --------------- --------------
Reckson II Office Portfolio $72,000,000 NAP* NAP*
Emerald Isle Senior Apartments $55,000,000 95.00% 1.10x
Riverview Tower $30,250,000 80.00% 1.10x
Milestone $19,900,000 90.00% 1.10x
Virginia Gateway $19,815,000 90.00% 1.10x
Beverly Garland's Holiday Inn $16,659,061 70.00% 1.30x
Doubletree Suites--Tukwila, WA $15,881,825 80.00% 1.25x
Mendocino Marketplace $14,600,000 85.00% 1.20x
One Theall Road $11,400,000 80.00% 1.20x
Washingtonian Center $11,150,000 90.00% 1.10x
Hilltop Square Shopping Center $10,953,251 85.00% 1.20x
Holiday Inn Express--Turlock $ 7,600,000 NAP NAP
Comfort Inn & Suites--College Park $ 4,500,000 NAP NAP
Bird in Hand $ 4,100,000 85.00% 1.15x
----------
*Subject to receipt of rating confirmation.
While a mezzanine lender has no security interest in or rights to the
related mortgaged real properties, a default under the mezzanine loan could
cause a change in control in the mortgage borrower as a result of the
realization on the pledged ownership interests by the mezzanine lender.
Furthermore, in connection with most of the underlying mortgage loans for
which mezzanine financing is permitted as referenced above in this section, if
the mezzanine financing bears interest at a floating rate, lender may determine
the debt service average ratio on the basis of a market-based constant
reasonably determined by lender.
A mezzanine lender is often entitled to purchase the related underlying
mortgage loan under certain actual or reasonably foreseeable default scenarios
and/or to cure defaults thereunder.
In addition, in the case of some of the other mortgage loans that we intend
to include in the trust fund, one or more of the principals of the related
borrower may have incurred or may in the future also incur mezzanine or
affiliate debt. In the case of the ShopKo Portfolio Mortgage Loan, sponsors of
the related borrower are permitted to pledge indirect interests in the borrower
in connection with a line of credit or similar corporate facility secured by
all, or substantially all of such sponsor's assets.
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Additional Unsecured Debt. The borrower with respect to one (1) mortgage
loan (loan number 99) that we intend to include in the trust fund, representing
0.3% of the Initial Mortgage Pool Balance and 0.4% of the Initial Loan Group No.
1 Balance, is permitted to incur additional unsecured debt.
Substantially all the mortgage loans permit the related borrower to incur
limited indebtedness in the ordinary course of business that is not secured by
the related mortgaged real property.
Additionally, in the case of those underlying mortgage loans that require
or allow letters of credit to be posted by the related borrower as additional
security for the subject mortgage loan, in lieu of reserves or otherwise, the
related borrower may be obligated to pay fees and expenses associated with the
letter of credit and/or to reimburse the letter of credit issuer or others in
the event of a draw upon the letter of credit by the lender.
Except as disclosed under this "--Additional and Other Financing"
subsection and "Risk Factors--Some of the Mortgaged Real Properties Are or May
Be Encumbered by Additional Debt and the Ownership Interests in Some Borrowers
Have Been or May Be Pledged to Secure Debt Which, in Either Case, May Reduce the
Cash Flow Available to the Subject Mortgaged Real Property" in this offering
prospectus, we have not been able to confirm whether the respective borrowers
under the mortgage loans that we intend to include in the trust fund have any
other debt outstanding or whether the principals of those borrowers have any
mezzanine debt outstanding. Such debt may be outstanding despite our inability
to confirm its existence.
Environmental Reports. A third-party environmental consultant conducted a
Phase I environmental study for all but one (1) of the mortgaged real properties
securing the mortgage loans that we intend to include in the trust fund. The
resulting Environmental Reports were prepared:
o in the case of 284 mortgaged real properties, securing 96.5% of the
Initial Mortgage Pool Balance (of which 253 mortgaged real properties
secure mortgage loans in loan group no. 1, representing 98.8% of the
Initial Loan Group No. 1 Balance, and 31 mortgaged real properties
secure mortgage loans in loan group no. 2, representing 85.1% of the
Initial Loan Group No. 2 Balance), during the 12-month period
preceding the cut-off date, and
o in the case of four (4) mortgaged real properties, securing 3.4% of
the Initial Mortgage Pool Balance, of which three (3) mortgaged real
properties secure mortgage loans in loan group no. 1, representing
1.2% of the Initial Loan Group No. 1 Balance, and one (1) mortgaged
real property secures a mortgage loan in loan group no. 2,
representing 14.3% of the Initial Loan Group No. 2 Balance,
respectively, prior to the 12-month period preceding the cut-off date.
In the case of one (1) mortgaged real property referred to above as an
exception (loan number 162), representing 0.1% of the Initial Mortgage Pool
Balance and 0.7% of the Initial Loan Group No. 2 Balance, an environmental
insurance policy has been obtained in lieu of conducting an environmental study.
See "--Environmental Insurance" below.
The environmental investigation at any particular mortgaged real property
did not necessarily cover all potential environmental issues. For example, tests
for radon, mold, lead-based paint, and lead in drinking water were generally
performed only at multifamily rental properties and only when the environmental
consultant or originator of the related mortgage loan believed this testing was
warranted under the circumstances.
The above-described environmental investigations identified various adverse
or potentially adverse environmental conditions at some of the mortgaged real
properties. If the particular condition is significant, it could result in a
claim for damages by any party injured by that condition. In many cases, the
identified condition related to the suspected or confirmed presence of
asbestos-containing materials, mold, lead-based paint and/or
84
radon. Where these substances were suspected or present, and depending upon the
condition of the substances, the environmental consultant generally recommended,
and the lender required, the implementation of the recommendations prior to
closing, or the escrowing of funds sufficient to effect such recommendations,
including:
o that the substances not be disturbed and that additional testing be
performed prior to any renovation or demolition activities; or
o the establishment of an operation and maintenance plan to address the
issue; or
o an abatement or removal program and, where appropriate, a notification
program.
In other cases, where the environmental consultant recommended specific
remediation of a material adverse environmental condition, the related
originator of the mortgage loan generally required the related borrower:
1. to carry out the specific remedial measures prior to closing; or
2. to carry out the specific remedial measures post-closing and
deposit with the lender a cash reserve or letter of credit in an
amount equal to at least 100% of the estimated cost to complete
the remedial measures; or
3. to obtain from a party with financial resources reasonably
estimated to be adequate to cure the subject violation in all
material respects a guaranty or indemnity to cover the costs of
any necessary remedial measures; or
4. to obtain environmental insurance (in the form of a lender's
environmental insurance policy or other form of environmental
insurance); or
5. to establish and implement an operations and maintenance plan or
other monitoring program to address the condition as recommended
by the environmental consultant; or
6. to furnish a "no further action" letter or other evidence that
the applicable governmental authorities have no intention of
taking any action or requiring any further remedial action in
respect of such environmental condition; or
7. to have such environmental condition investigated further, and
based upon such additional investigation, a qualified
environmental consultant recommended no further investigation or
remediation; or
8. to take no further remedial action or investigation because the
environmental consultant's estimate of the cost of cleanup,
remedial action or other response under environmental laws was
less than 5% of the original principal amount of the mortgage
loan.
However, some borrowers under the mortgage loans have not yet satisfied all
post-closing obligations required by the related loan documents with respect to
environmental matters. In addition, there can be no assurance that these
obligations or the recommended operations and maintenance plans have been or
will continue to be implemented, or that the cost of implementing them will not
exceed the estimated cost. If any adverse environmental conditions are not
properly addressed or monitored over time by the related borrower, it could
result in a significant loss or environmental liability for the issuing entity.
In some cases, residual contamination does or will remain at a mortgaged
real property after remedial action is performed. While the presence of this
residual contamination may be acceptable today, there can be no
85
assurance that future legal requirements, prospective purchasers or future
owners will not require additional investigation or cleanup.
In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potential adverse environmental condition at a
mortgaged real property because:
o an environmental consultant investigated those conditions and
recommended no further investigations or remediation; or
o the responsible party or parties with respect to that condition had
already been identified; or
o the responsible party or parties currently monitor actual or potential
adverse environmental conditions at that property; or
o the levels of hazardous substances at that property were found to be
below or very close to applicable thresholds for reporting, abatement
or remediation; or
o the property had been accepted into a state-funded remediation
program; or
o a letter was obtained from the applicable regulatory authority stating
that no further action was required, or the issue has received proper
closure with the applicable regulatory authority.
However, there can be no assurance that the responsible party or parties,
in each case, are financially able to correct or will actually correct the
problem. In some of these cases, the responsible party or parties have installed
monitoring wells on the mortgaged real property and/or need access to the
mortgaged real property for monitoring or to perform remedial action.
In some cases, the environmental report for a mortgaged real property
identified potential environmental problems at nearby properties, including but
not limited to spills of hazardous materials and leaking underground storage
tanks. In those cases, the environmental reports indicated that:
o the subject mortgaged real property had not been affected;
o the potential for the problem to affect the subject mortgaged real
property was limited;
o the party or parties responsible for remediating the potential
environmental problems had been identified; or
o there was no evidence to suggest that there has been an adverse
environmental impact to the subject mortgaged real property.
In those cases where the party or parties responsible for remediation had
been identified, there can be no assurance that such party or parties, in each
case, are financially able to correct or will actually correct the problem.
See "Risk Factors--Lending on Income-Producing Real Properties Entails
Environmental Risks" in this offering prospectus for a discussion of certain
environmental conditions identified at specific mortgaged real properties
securing mortgage loans that we intend to include in the trust fund.
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The information contained in this offering prospectus regarding
environmental conditions at the mortgaged real properties is based on the
environmental site assessments referred to in this "--Environmental Reports"
subsection and has not been independently verified by:
o us;
o any of the sponsors;
o any of the underwriters;
o the master servicer;
o the special servicer;
o the trustee; or
o the affiliates of any of these parties.
There can be no assurance that the environmental assessments or studies, as
applicable, identified all adverse environmental conditions and risks at, or
that any environmental conditions will not have a material adverse effect on the
value of or cash flow from, one or more of the mortgaged real properties or will
not result in a claim for damages by a party injured by the condition.
The series 2006-C4 pooling and servicing agreement requires that the
special servicer obtain an environmental site assessment of a mortgaged real
property prior to acquiring title to the property or assuming its operation.
This 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 series 2006-C4 pooling and servicing agreement will
effectively insulate the issuing entity from potential liability for a
materially adverse environmental condition at any mortgaged real property.
Environmental Insurance. In the case of one (1) mortgage loan (loan number
21) that we intend to include in the trust fund, representing 1.5% of the
Initial Mortgage Pool Balance and 1.9% of the Initial Loan Group No. 1 Balance,
the related mortgaged real property is covered by an environmental insurance
policy obtained by or through the originator of the related mortgage loan, which
was obtained in lieu of further testing related to prior dry cleaning operations
at the property from approximately 1940 to 1965. With respect to this
environmental insurance policy, the policy period continues at least two (2)
years beyond the maturity date. Subject to certain conditions and exclusions,
this policy provides coverage of $3,000,000.00 against (i) losses which the
insured has or will become legally obligated to pay as a result of claims first
made against the insured during the policy period from pollution conditions on,
at, under or emanating from the mortgaged real property, (ii) the lesser of
either the remediation costs or the outstanding balance of the related loan,
which shall include the principal and accrued interest from the date the default
is reported until the date the outstanding balance is paid, as a result of
pollution conditions on, at, under or emanating from the mortgaged real
property.
In the case of one (1) mortgage loan (loan number 162) that we intend to
include in the trust fund, representing 0.1% of the Initial Mortgage Pool
Balance and 0.7% of the Initial Loan Group No. 2 Balance, the related mortgaged
real property is covered by an individual or blanket environmental insurance
policy obtained by or through the originator of the related mortgage loan, which
was obtained in lieu of a Phase I environmental study. In general, such policy
insures the issuing entity against losses resulting from certain known and
unknown environmental conditions in violation of applicable environmental
standards at the subject mortgaged real property during the applicable policy
period, which period continues at least five (5) years beyond the maturity
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date of the mortgage loan to which it relates. Subject to certain conditions and
exclusions, such insurance policy, by its terms, generally provides coverage, up
to a maximum of 125% of the original loan balance, against (i) losses resulting
from default under the mortgage loan to which it relates if on-site
environmental conditions in violation of applicable environmental standards are
discovered at the mortgaged real property during the policy period and no
foreclosures of the mortgaged real property have taken place, (ii) losses from
third-party claims against the issuing entity during the policy period for
bodily injury, property damage or clean-up costs resulting from environmental
conditions at or emanating from the mortgaged real property, and (iii) after
foreclosure, costs of clean-up of environmental conditions in violation of
applicable environmental standards discovered during the policy period to the
extent required by applicable law, including any court order or other
governmental directive.
Property Condition Assessments. All but one (1) of the mortgaged real
properties securing mortgage loans that we intend to include in the trust fund
were inspected by professional engineers or architects. Two hundred eighty-six
(286) of those mortgaged real properties, securing 96.7% of the Initial Mortgage
Pool Balance, of which 254 mortgaged real properties secure mortgage loans in
loans group no. 1, representing 99.0% of the Initial Loan Group No. 1 Balance,
and 32 mortgaged real properties secure mortgage loans in loan group no. 2,
representing 85.7% of the Initial Loan Group No. 2 Balance, were inspected
during the 12-month period preceding the cut-off date, and two (2) of those
mortgaged real properties securing mortgage loans, representing 2.6% of the
Initial Mortgage Pool Balance, of which one (1) mortgaged real property secures
a mortgage loan in loan group no. 1, representing 0.3% of the Initial Loan Group
No. 1 Balance, and one (1) mortgaged real property secures a mortgage loan in
loan group no. 2, representing 14.3% of the Initial Loan Group No. 2 Balance,
were inspected prior to the 12-month period preceding the cut-off date. One (1)
mortgaged real property, securing 0.7% of the Initial Mortgage Pool Balance and
0.8% of the Initial Loan Group No. 1 Balance, respectively, is secured by land,
therefore no property condition assessment was required. These inspections
included an assessment of the general condition of the mortgaged real
properties' exterior walls, roofing, interior construction, mechanical and
electrical systems and the general condition of the site, buildings and other
improvements located at each of the mortgaged real properties.
The inspections identified various deferred maintenance items and necessary
capital improvements at some of the mortgaged real properties. The resulting
inspection reports generally included an estimate of cost for any recommended
repairs or replacements at a mortgaged real property. When repairs or
replacements were recommended, the related borrower was generally required to:
o carry out necessary repairs or replacements; or
o establish reserves, generally in an amount ranging from 100% to 125%
of the estimated cost of the repairs or replacements necessary to cure
the deferred maintenance items identified in the inspection report
that, at the time of origination, remained outstanding, with that
estimated cost being based upon the estimates given in the inspection
report, or, in certain cases, upon an actual contractor's estimate.
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 prepared an appraisal
of each of the mortgaged real properties securing the mortgage loans that we
intend to include in the trust fund, in order to establish the approximate value
of the property. Those appraisals are the basis for the appraised values for the
respective mortgaged real properties set forth on Annex A-1 to this offering
prospectus. For 178 mortgaged real properties, securing 88.0% of the Initial
Mortgage Pool Balance, of which 146 mortgaged real properties secure mortgage
loans in loan group no. 1, representing 88.4% of the Initial Loan Group No. 1
Balance, and 32 mortgaged real properties secure mortgage loans in loan group
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no. 2, representing 85.7% of the Initial Loan Group No. 2 Balance, the appraised
value is as of a date within 12 months of the cut-off date. For 111 mortgaged
real properties, securing 12.0% of the Initial Mortgage Pool Balance, of which
110 mortgaged real properties secure mortgage loans in loan group no. 1,
representing 11.6% of the Initial Loan Group No. 1 Balance, and one (1)
mortgaged real property secures a mortgage loan in loan group no. 2,
representing 14.3% of the Initial Loan Group No. 2 Balance, the appraised value
is as of a date during the 12- to 15-month period preceding the cut-off date.
In some cases, an appraisal contained an "as is" value, with an "as of"
date consistent with the date that the appraisal was prepared, and a
"stabilized" value, with a specified future "as of" date. For mortgaged real
properties where the specified conditions for the stabilized value were met, the
stabilized value "as of" date was used in the analysis of the related appraiser,
with certain exceptions, where stabilized values were used even when specified
conditions have not been met.
Each of the appraisals referred to above represents the analysis and
opinions of the appraiser at or before the origination of the related underlying
mortgage loan. The appraisals are not guarantees of, and may not be indicative
of, the present or future value of the subject mortgaged real property. There
can be no assurance that another appraiser would not have arrived at a different
valuation of any particular mortgaged real property, even if the appraiser used
the same general approach to, and the same method of, appraising that property.
Neither we nor any of the underwriters has confirmed the values of the
respective mortgaged real properties in the appraisals referred to above.
In general, appraisals seek to establish the amount a typically motivated
buyer would pay a typically motivated seller. However, this amount could be
significantly higher than the amount obtained from the sale of a property under
a distress or liquidation sale.
The appraisal upon which the appraised value for each mortgaged real
property is based contains, or is accompanied by a separate letter that
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 were followed in preparing that appraisal.
However, neither we nor any of the underwriters, the related mortgage loan
seller or the related originator has independently verified the accuracy of this
statement.
Zoning and Building Code Compliance. Each sponsor has, with respect to the
mortgage loans that it is selling to us for inclusion in the trust fund,
examined whether the use and operation of the related mortgaged real properties
were in material compliance with all zoning and land-use ordinance, rules,
regulations and orders applicable to those real properties at the time of
origination. The sponsors may have considered--
o legal opinions or zoning consultant's reports,
o certifications from, and/or discussions with, government officials,
o information contained in appraisals, surveys and site plan,
o title insurance endorsements,
o representations by the related borrower contained in the related
mortgage loan documents, or
o property condition assessments undertaken by independent licensed
engineers,
in determining whether the mortgaged real properties were in compliance.
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In some cases, the use, operation or structure of a mortgaged real property
constitutes a permitted nonconforming use or structure. Generally, the
improvements on that mortgaged real property may not be rebuilt to their current
state in the event that those improvements are materially damaged or destroyed.
Generally, where a mortgaged real property constitutes a permitted nonconforming
use or structure and the improvements on the particular property may not be
rebuilt to their current specifications in the event of a major casualty, the
related sponsor conducted an analysis as to:
o whether the extent of the nonconformity is material;
o whether sufficient insurance proceeds would be available to restore
the mortgaged real property in accordance with then-applicable
requirements, and whether the mortgaged real property, if permitted to
be repaired or restored in conformity with current law, would be
adequate security for the related mortgage loan;
o the extent of the risk that the mortgaged real property would suffer a
material casualty of a magnitude that applicable ordinances would
require conformity with current requirements, is remote; and/or
o whether the insurance proceeds, together with the value of the
remaining property, would be sufficient to pay the loan.
There is no assurance, however, that any such analysis was correct, or that
the above determinations were made in each and every case.
Hazard, Liability and Other Insurance. Although exceptions exist, the loan
documents for each of the mortgage loans we intend to include in the trust fund
generally require the related borrower to maintain with respect to the
corresponding mortgaged real property the following insurance coverage:
o except in the case of manufactured housing, hazard insurance in an
amount, subject to a customary deductible, that is at least equal to
the lesser of--
1. the outstanding principal balance of the mortgage loan, and
2. replacement cost or the full insurable replacement cost of the
improvements located on the insured property;
o if any portion of the improvements at the property are 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 in an
amount that is equal to the least of--
1. the outstanding principal balance of the related mortgage loan,
2. the full insurable value of the insured property, and
3. the maximum amount of insurance available under the National
Flood Insurance Act of 1968;
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o comprehensive general liability insurance against claims for personal
and bodily injury, death or property damage occurring on, in or about
the insured property, in an amount at least equal to $1,000,000 per
occurrence;
o business interruption or rent loss insurance either in an amount not
less than 100% of the projected rental income or revenue from the
insured property for at least 12 months or, alternatively, in an
amount as may be required by the lender; and
o if the mortgaged real property is in an area identified as having a
high risk of loss due to windstorms, windstorm insurance.
In general, the mortgaged real properties for the mortgage loans that we
intend to include in the trust fund are not insured against earthquake risks.
Thirty-eight (38) mortgaged real properties, securing 20.7% of the Initial
Mortgage Pool Balance, of which 34 of those mortgaged real properties secure
mortgage loans in loan group no. 1, representing 20.7% of the Initial Loan Group
No. 1 Balance, and four (4) of those mortgaged real properties secure mortgage
loans in loan group no. 2, representing 20.7% of the Initial Loan Group No. 2
Balance, are located in seismic zones 3 and 4, which are areas that are
considered to have a high earthquake risk. In most of these cases, a third-party
consultant conducted seismic studies to assess the probable maximum loss ("PML")
for the property. In general, those studies were performed in accordance with
generally accepted industry standard assumptions and methodologies.
In the case of some of the mortgaged real properties securing mortgage
loans that we intend to include in the trust fund, the insurance covering any of
such mortgaged real properties for acts of terrorism may be provided through a
blanket policy that also covers properties unrelated to the trust fund. Acts of
terrorism at those other properties could exhaust coverage under the blanket
policy. No representation is made as to the adequacy of any such insurance
coverage provided under a blanket policy, in light of the fact that multiple
properties are covered by that policy.
THE LOAN COMBINATIONS
General. The mortgage pool will include two (2) mortgage loans that are
each part of a separate Loan Combination. Each of those Loan Combinations
consists of an aggregate debt evidenced by two (2) or more promissory notes, one
or more of which we intend to include in the trust fund and one or more of which
we will not include in the trust fund. In the case of any Loan Combination, the
related promissory note(s) that we include in the trust fund will be treated as
evidencing a single mortgage loan, and each related promissory note that is not
included in the trust fund will be treated as evidencing a separate mortgage
loan. The aggregate debt constituting any Loan Combination is secured by the
same mortgage(s) or deed(s) of trust on the related mortgaged real property or
properties. The promissory notes evidencing a particular Loan Combination are
obligations of the same borrower and are cross-defaulted.
The allocation of payments to the respective mortgage loans comprising a
Loan Combination, whether on a senior/subordinated or a pari passu basis (or
some combination thereof), is effected either through one or more co-lender
agreements or other intercreditor arrangements to which the respective holders
of the subject promissory notes are parties or may be reflected by virtue of
relevant provisions contained in the subject promissory notes and a common loan
agreement. Such co-lender agreements or other intercreditor arrangements will,
in general, govern the respective rights of the noteholders, including in
connection with the servicing of the respective mortgage loans comprising a Loan
Combination.
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The table below identifies each underlying mortgage loan that is part of a
Loan Combination.
UNDERWRITTEN NCF
DEBT SERVICE
COVERAGE RATIO AND
CUT-OFF DATE
LOAN-TO-VALUE RATIO
MORTGAGE LOANS THAT ARE RELATED PARI PASSU RELATED SUBORDINATE OF ENTIRE LOAN
PART OF A LOAN COMBINATION NON-TRUST LOANS NON-TRUST LOANS COMBINATION
-------------------------------------------------------------- ------------------ ------------------- ----------------------
MORTGAGED REAL PROPERTY NAME ORIGINAL CUT-OFF DATE CUT-OFF DATE
(AS IDENTIFIED ON ANNEX A-1 TO THIS PRINCIPAL PRINCIPAL AGGREGATE ORIGINAL AGGREGATE ORIGINAL U/W NCF LOAN-TO-VALUE
OFFERING PROSPECTUS) BALANCE BALANCE PRINCIPAL BALANCE PRINCIPAL BALANCE DSCR RATIO
----------------------------------- ----------- ------------ ------------------ ------------------- ------- -------------
1. ShopKo Portfolio $200,000,00 $200,000,000 $345,655,010 NAP 1.51x 76.39%
2. Wimbledon Place Apartments $ 7,750,000 $ 7,750,000 NAP $250,000 1.16x 80.00%
The ShopKo Portfolio Loan Combination.
General. The ShopKo Portfolio Mortgage Loan has a cut-off date principal
balance of $200,000,000, which represents 8.8% of the Initial Mortgage Pool
Balance and 10.6% of the Initial Loan Group No. 1 Balance. The ShopKo Portfolio
Mortgage Loan is evidenced by two promissory notes, one in the unpaid principal
amount of $100,000,000 currently held by Citigroup Global Markets Realty Corp.
and one in the unpaid principal amount of $100,000,000 currently held by
Barclays Capital Real Estate Inc. The ShopKo Portfolio Mortgage Loan is one of
multiple mortgage loans, together referred to as the ShopKo Portfolio Loan
Combination, that are all: (a) obligations of the same borrowers; (b) secured by
the same mortgage instrument(s) encumbering the ShopKo Portfolio Mortgaged
Properties; (c) cross-defaulted with each other; and (d) entitled to payments of
interest and principal on a pro rata and pari passu basis. The entire ShopKo
Portfolio Loan Combination has an unpaid principal balance as of the cut-off
date of $545,655,010.
Each ShopKo Portfolio Non-Trust Loan is evidenced by a separate promissory
note held by either Citigroup Global Markets Realty Corp. or Barclays Capital
Real Estate Inc. None of the ShopKo Portfolio Non-Trust Loans will be
transferred to the issuing entity. It is expected that the ShopKo Portfolio
Non-Trust Loans will be transferred to third-party institutional investors or
included in separate commercial mortgage securitization transactions or disposed
of through a combination of these exit strategies. However, the ShopKo Portfolio
Non-Trust Loans will be serviced, along with the ShopKo Portfolio Mortgage Loan,
under the series 2006-C4 pooling and servicing agreement by the master servicer
and the special servicer, generally as if each ShopKo Portfolio Non-Trust Loan
was a mortgage loan in the trust fund.
ShopKo Portfolio Co-Lender Agreement. The respective rights of the ShopKo
Portfolio Non-Trust Loan Noteholders and the issuing entity, as holder of the
promissory notes for the ShopKo Portfolio Mortgage Loan, will be governed by a
co-lender agreement (the "ShopKo Portfolio Co-Lender Agreement"), which
generally provides that:
o the holders of promissory notes representing more than 50% of the
total principal balance of the ShopKo Portfolio Loan Combination will
have the ability to advise and direct the master servicer and/or the
special servicer with respect to certain specified servicing actions
regarding the ShopKo Portfolio Loan Combination, including (but not
limited to) those involving foreclosure or material modification of
the ShopKo Portfolio Mortgage Loan and the ShopKo Portfolio Non-Trust
Loans, as described under "The Series 2006-C4 Pooling and Servicing
Agreement--The Series 2006-C4 Controlling Class Representative and the
Non-Trust Loan Noteholders--Rights and Powers of the Series 2006-C4
Controlling Class Representative and the ShopKo Portfolio Non-Trust
Loan Noteholders" in this offering prospectus;
o the holders of promissory notes representing more than 50% of the
total principal balance of the ShopKo Portfolio Non-Trust Loans will
be entitled to replace the special servicer with respect to
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the ShopKo Portfolio Loan Combination, as described under "The Series
2006-C4 Pooling and Servicing Agreement--Replacement of the Special
Servicer" in this offering prospectus;
o if and for so long as the ShopKo Portfolio Loan Combination remains a
specially serviced mortgage loan and upon the date when any monthly
payment becomes at least 60 days delinquent, then the issuing entity,
as holder of the promissory notes for the ShopKo Portfolio Mortgage
Loan, and the ShopKo Portfolio Non-Trust Loan Noteholders will each
have the option to purchase the entire remaining portion of the ShopKo
Portfolio Loan Combination (with preference to be given to the first
such party to exercise such option) at a price at least equal to the
unpaid principal balance of the ShopKo Portfolio promissory notes to
be purchased, together with all accrued unpaid interest on those notes
(other than Default Interest) to but not including the date of such
purchase; and
o any holder of a promissory note evidencing a mortgage loan that is
part of the ShopKo Portfolio Loan Combination will be entitled to
appoint a representative to exercise any of its rights set forth in
the preceding three bullets, which representative will, in the case of
the issuing entity, for purposes of the third preceding bullet and the
immediately preceding bullet, be the series 2006-C4 controlling class
representative pursuant to the series 2006-C4 pooling and servicing
agreement.
Payments. Pursuant to the ShopKo Portfolio Co-Lender Agreement, following
the allocation of payments to each mortgage loan in the ShopKo Portfolio Loan
Combination in accordance with the related loan documents, collections on the
ShopKo Portfolio Loan Combination will be allocated (after application to
certain related unreimbursed or unpaid costs and expenses, including outstanding
advances, together with interest thereon, and unpaid servicing compensation)
generally in the following manner:
o first, to the ShopKo Portfolio Mortgage Loan and the ShopKo Portfolio
Non-Trust Loans, on a pro rata and pari passu basis, in an amount up
to all accrued and unpaid interest (other than Default Interest) on
the respective principal balances of such mortgage loans (net of
related master servicing fees), until all such interest is paid in
full;
o second, to the ShopKo Portfolio Mortgage Loan and the ShopKo Portfolio
Non-Trust Loans, on a pari passu basis, their respective pro rata
portions (based on balance) of any payments and other collections of
principal with respect to the ShopKo Portfolio Loan Combination;
o third, to the ShopKo Portfolio Mortgage Loan and the ShopKo Portfolio
Non-Trust Loans, on a pari passu basis, their respective pro rata
portions (based on balance) of any prepayment consideration on the
ShopKo Portfolio Loan Combination, to the extent actually paid by the
borrower;
o fourth, to the ShopKo Portfolio Mortgage Loan and the ShopKo Portfolio
Non-Trust Loans, their respective pro rata portions (based on balance)
of any late payment charges and Default Interest (after application as
provided in the series 2006-C4 pooling and servicing agreement), to
the extent actually paid by the borrower, based on their respective
principal balances;
o fifth, following a payment application trigger event with respect to
the ShopKo Portfolio Loan Combination, on a pari passu basis, their
respective pro rata portions of any unpaid excess interest accrued
with respect to any replacement notes representing the ShopKo
Portfolio Non-Trust Loans; and
93
o sixth, if any excess amount is paid by the borrower and is not
required to be returned to the borrower or to any other party under
the loan documents, pro rata (by balance) to the ShopKo Portfolio
Mortgage Loan and the ShopKo Portfolio Non-Trust Loans.
The Wimbledon Place Apartments Loan Combination.
General. The Wimbledon Place Apartments Mortgage Loan, which represents
0.3% of the Initial Mortgage Pool Balance and 2.0% of the Initial Loan Group No.
2 Balance, is secured by the mortgaged real property identified on Annex A-1 to
this prospectus supplement as Wimbledon Place Apartments. The related borrower
has encumbered the related mortgaged real property with junior debt, which
constitutes the related subordinate non-trust mortgage loan. The aggregate debt
consisting of the Wimbledon Place Apartments Mortgage Loan and the related
subordinate non-trust mortgage loan, which two mortgage loans constitute the
Wimbledon Place Apartments Loan Combination, is secured by a single mortgage
instrument on the subject mortgaged real property. We intend to include the
Wimbledon Place Apartments Mortgage Loan in the trust fund. The related
subordinate non-trust mortgage loan was sold to an unaffiliated third party and
will not be included in the trust fund.
The Wimbledon Place Apartments Mortgage Loan and related subordinate
non-trust mortgage loan comprising the Wimbledon Place Apartments Loan
Combination are cross-defaulted. The outstanding principal balance of the
related subordinate non-trust mortgage loan does not exceed 2.50% of the
underwritten appraised value of the related mortgaged real property that secures
the Wimbledon Place Apartments Loan Combination. The related subordinate
non-trust mortgage loan has an interest rate of 12.75% per annum and has the
same maturity date, amortization schedule and prepayment structure as the
Wimbledon Place Apartments Mortgage Loan. For purposes of the information
presented in this offering prospectus with respect to the Wimbledon Place
Apartments Mortgage Loan, the loan-to-value ratio and debt service coverage
ratio information reflects only the Wimbledon Place Apartments Mortgage Loan and
does not take into account the related subordinate non-trust mortgage loan. The
Cut-off Date Loan-to-Value Ratio and the Underwritten Net Cash Flow Debt Service
Coverage Ratio for the entire Wimbledon Place Apartments Loan Combination
(calculated as if it was a single underlying mortgage loan) are 80.00% and
1.16x, respectively.
The trust, as the holder of the Wimbledon Place Apartments Mortgage Loan,
and the holder of the related subordinate non-trust mortgage loan will be
successor parties to a separate intercreditor agreement, which we refer to as
the Wimbledon Place Apartments Intercreditor Agreement, with respect to the
Wimbledon Place Apartments Loan Combination. The holder of the Wimbledon Place
Apartments Mortgage Loan must cause its servicer to provide certain information
and reports related to the Wimbledon Place Apartments Loan Combination to the
holder of the related subordinate non-trust mortgage loan. The master servicer
will collect payments with respect to the related subordinate non-trust mortgage
loan prior to the inclusion of such subordinate non-trust mortgage loan in a
securitization and also after the occurrence of certain events of default as
described under "Servicing of the Wimbledon Place Apartments Loan Combination"
below. The following describes certain provisions of the Wimbledon Place
Apartments Intercreditor Agreement. The following does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
actual provisions of the Wimbledon Place Apartments Intercreditor Agreement.
Allocation of Payments Between the Wimbledon Place Apartments Mortgage Loan
and the Wimbledon Place Apartments Non-Trust Loan. The rights of the holder of
the related subordinate non-trust mortgage loan to receive payments of interest,
principal and other amounts are subordinated to the rights of the holder of the
Wimbledon Place Apartments Mortgage Loan to receive such amounts. So long as a
Wimbledon Place Apartments Material Default has not occurred or, if a Wimbledon
Place Apartments Material Default has occurred, that Wimbledon Place Apartments
Material Default is no longer continuing with respect to the Wimbledon Place
Apartments Loan Combination, the related borrower under the Wimbledon Place
Apartments Loan Combination will make separate payments of principal and
interest to the respective holders of the
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Wimbledon Place Apartments Mortgage Loan and related subordinate non-trust
mortgage loan. Escrow and reserve payments will be made to the master servicer
on behalf of the trust (as the holder of the Wimbledon Place Apartments Mortgage
Loan). Any proceeds under title, hazard or other insurance policies, or awards
or settlements in respect of condemnation proceedings or similar exercises of
the power of eminent domain, or any other principal prepayment of the Wimbledon
Place Apartments Loan Combination (together with any applicable yield
maintenance charges), will generally be applied first to the principal balance
of the Wimbledon Place Apartments Mortgage Loan and then to the principal
balance of the related subordinate non-trust mortgage loan. If a Wimbledon Place
Apartments Material Default occurs and is continuing with respect to the
Wimbledon Place Apartments Loan Combination, then all payments and proceeds (of
whatever nature) on the related subordinate non-trust mortgage loan will be
subordinated to all payments due on the Wimbledon Place Apartments Mortgage Loan
and the amounts with respect to such loan combination will be paid in the
following manner:
o first, to the master servicer, the special servicer or the trustee, up
to the amount of any unreimbursed costs and expenses paid by such
entity, including unreimbursed advances and interest thereon;
o second, to the master servicer and the special servicer, in an amount
equal to the accrued and unpaid servicing fees and/or other
compensation earned by them;
o third, to the trust, in an amount equal to interest (other than
Default Interest) due with respect to the Wimbledon Place Apartments
Mortgage Loan;
o fourth, to the trust, in an amount equal to the principal balance of
the Wimbledon Place Apartments Mortgage Loan until paid in full;
o fifth, to the trust, in an amount equal to any prepayment premium, to
the extent actually paid, allocable to the Wimbledon Place Apartments
Mortgage Loan;
o sixth, to the holder of the related subordinate non-trust mortgage
loan up to the amount of any unreimbursed costs and expenses paid by
the holder of the related subordinate non-trust mortgage loan or paid
or advanced by a servicer or a trustee on its behalf;
o seventh, to the holder of the related subordinate non-trust mortgage
loan, in an amount equal to interest (other than Default Interest) due
with respect to the related subordinate non-trust mortgage loan;
o eighth, to the holder of the related subordinate non-trust mortgage
loan, in an amount equal to the principal balance of the related
subordinate non-trust mortgage loan until paid in full;
o ninth, to the holder of the related subordinate non-trust mortgage
loan, in an amount equal to any prepayment premium, to the extent
actually paid, allocable to the related subordinate non-trust mortgage
loan;
o tenth, to the trust and the holder of the related subordinate
non-trust mortgage loan, in that order, in an amount equal to any
unpaid Default Interest accrued on the Wimbledon Place Apartments
Mortgage Loan and the related subordinate non-trust mortgage loan,
respectively;
o eleventh, any amounts actually collected on the Wimbledon Place
Apartments Loan Combination or recovered from the mortgaged property
that represent late payment charges (other than a prepayment premium
or Default Interest), to the extent not payable to any servicer or
trustee, to
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the trust and the holder of the related subordinate non-trust mortgage
loan, pro rata, based upon original principal balances as of the date
of origination; and
o twelfth, any excess, to the trust and the holder of the related
subordinate non-trust mortgage loan, pro rata, based upon original
principal balances as of the date of origination.
If, after the expiration of the right of the holder of the related
subordinate non-trust mortgage loan to purchase the Wimbledon Place Apartments
Mortgage Loan (as described below), the Wimbledon Place Apartments Mortgage Loan
or the related subordinate non-trust mortgage loan is modified in connection
with a work-out so that, with respect to either the Wimbledon Place Apartments
Mortgage Loan or the related subordinate non-trust mortgage loan, (a) the
outstanding principal balance is decreased, (b) payments of interest or
principal are waived, reduced or deferred or (c) any other adjustment is made to
any of the terms of that mortgage loan, then, solely to the extent the effect of
the foregoing can be absorbed by the related subordinate non-trust mortgage loan
(without any out-of-pocket payments from the holder of the related subordinate
non-trust mortgage loan or its servicers), the related subordinate non-trust
mortgage loan will bear the full economic effect thereof attributable to such
work-out (up to the outstanding principal balance of the related subordinate
non-trust mortgage loan, together with accrued interest thereon and any other
amounts due to the holder thereof).
On or before each payment date, amounts payable to the trust as holder of
the Wimbledon Place Apartments Mortgage Loan pursuant to the Wimbledon Place
Apartments Intercreditor Agreement will be included in the Total Available P&I
Funds for that payment date to the extent described in this offering prospectus
and amounts payable to the holder of the related subordinate non-trust mortgage
loan will be distributed to the holder thereof net of fees and expenses to the
extent provided in the Wimbledon Place Apartments Intercreditor Agreement.
Any losses and expenses that are associated with the Wimbledon Place
Apartments Mortgage Loan and the related subordinate non-trust mortgage loan
will be allocated in accordance with the terms of the Wimbledon Place Apartments
Intercreditor Agreement, first, to the related subordinate non-trust mortgage
loan and, second, to the Wimbledon Place Apartments Mortgage Loan. The portion
of those losses and expenses allocated to the Wimbledon Place Apartments
Mortgage Loan will be allocated among the series 2006-C4 certificates in the
manner described under "Description of the Offered Certificates--Reductions of
Certificate Principal Balances in Connection with Realized Losses and Additional
Trust Fund Expenses" in this offering prospectus.
Servicing of the Wimbledon Place Apartments Loan Combination. The Wimbledon
Place Apartments Mortgage Loan and the mortgaged real property will be serviced
and administered by the master servicer pursuant to the series 2006-C4 pooling
and servicing agreement. The master servicer and/or special servicer will
service and administer the related subordinate non-trust mortgage loan to the
extent described below. The Servicing Standard set forth in the series 2006-C4
pooling and servicing agreement will require the master servicer and the special
servicer to take into account the interests of both the series 2006-C4
certificateholders and the holder of the related subordinate non-trust mortgage
loan when servicing the Wimbledon Place Apartments Loan Combination, with a view
to maximizing the realization for both as a collective whole. Any reference in
this prospectus supplement to the interests of the series 2006-C4
certificateholders will mean, with respect to the servicing and administration
of the Wimbledon Place Apartments Loan Combination, the series 2006-C4
certificateholders and the holder of the related subordinate non-trust mortgage
loan, as a collective whole.
The master servicer and the special servicer have the initial authority to
service and administer, and to exercise the rights and remedies with respect to,
the Wimbledon Place Apartments Loan Combination. Subject to certain limitations
with respect to modifications and certain rights of the holder of the related
subordinate non-trust mortgage loan to purchase the Wimbledon Place Apartments
Mortgage Loan, the holder of the related subordinate non-trust mortgage loan has
no voting, consent or other rights whatsoever with respect to the master
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servicer's or special servicer's administration of, or the exercise of its
rights and remedies with respect to, the Wimbledon Place Apartments Loan
Combination.
Prior to a securitization of the related subordinate non-trust mortgage
loan, the holder of the Wimbledon Place Apartments Mortgage Loan will service or
cause to be serviced the related subordinate non-trust mortgage loan. When the
related subordinate non-trust mortgage loan is included within a securitization,
primary and master servicers of the related subordinate non-trust mortgage loan
will be designated, and such servicers will be responsible for collecting from
the related borrower and distributing payments in respect of the related
subordinate non-trust mortgage loan pursuant to a separate servicing agreement
that governs the securitization for such subordinate non-trust mortgage loan.
The master servicer under the series 2006-C4 pooling and servicing agreement
will otherwise administer the Wimbledon Place Apartments Mortgage Loan and the
related subordinate non-trust mortgage loan unless: (i) there shall occur and be
continuing a Wimbledon Place Apartments Material Default, in which case the
master servicer and the special servicer shall collect and distribute such
payments with respect to the Wimbledon Place Apartments Loan Combination,
subject to the terms of the Wimbledon Place Apartments Intercreditor Agreement
during which time the master servicer and the special servicer shall be entitled
to servicing compensation in accordance with the series 2006-C4 pooling and
servicing agreement, or (ii) the holder of the related subordinate non-trust
mortgage loan purchases the Wimbledon Place Apartments Mortgage Loan pursuant to
the terms of the Wimbledon Place Apartments Intercreditor Agreement, in which
case the servicers designated to service the related subordinate non-trust
mortgage loan shall assume all responsibility with respect to the servicing of
the Wimbledon Place Apartments Loan Combination.
Modifications. The holder of the related subordinate non-trust mortgage
loan may exercise certain approval rights relating to a deferral, modification,
supplement or waiver of the Wimbledon Place Apartments Mortgage Loan or the
related subordinate non-trust mortgage loan that materially and adversely
affects the holder of such subordinate non-trust mortgage loan prior to the
expiration of the repurchase period described in the following paragraph.
Purchase of the Wimbledon Place Apartments Mortgage Loan by the Wimbledon
Place Apartments Non-Trust Loan Noteholder. In the event that (i) any payment of
principal or interest on the Wimbledon Place Apartments Mortgage Loan or the
related subordinate non-trust mortgage loan becomes 90 or more days delinquent,
(ii) the principal balance of such Wimbledon Place Apartments Mortgage Loan or
the related subordinate non-trust mortgage loan has been accelerated, (iii) the
principal balance of such Wimbledon Place Apartments Mortgage Loan or the
related subordinate non-trust mortgage loan is not paid at maturity, (iv) the
borrower files a petition for bankruptcy or is otherwise the subject of a
bankruptcy proceeding or (v) any other event where the cash flow payment under
the related subordinate non-trust mortgage loan has been interrupted and
payments are made pursuant to the Wimbledon Place Apartments Material Default
waterfall, the holder of the related subordinate non-trust mortgage loan will be
entitled to purchase the Wimbledon Place Apartments Mortgage Loan from the trust
for a period of 30 days after its receipt of a repurchase option notice from the
trust, subject to certain conditions set forth in the Wimbledon Place Apartments
Intercreditor Agreement. The purchase price will generally equal the unpaid
principal balance of the Wimbledon Place Apartments Mortgage Loan, together with
all unpaid interest on the Wimbledon Place Apartments Mortgage Loan (other than
default interest and other late payment charges) at the related mortgage rate
and any outstanding servicing expenses, servicing advances and interest on
advances for which the borrower under the Wimbledon Place Apartments Mortgage
Loan is responsible. The purchase price will not include any liquidation fee,
success fee or termination compensation, and unless the borrower or an affiliate
is purchasing the Wimbledon Place Apartments Mortgage Loan, no prepayment
consideration will be payable in connection with the purchase of the Wimbledon
Place Apartments Mortgage Loan.
The holder of the related subordinate non-trust mortgage loan does not have
any rights to cure any defaults with respect to the Wimbledon Place Apartments
Loan Combination.
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ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS
On or before the Issue Date, we will acquire the subject mortgage loans
pursuant to one or more mortgage loan purchase agreements. On the Issue Date, we
will transfer the subject mortgage loans, without recourse, to the trustee for
the benefit of the series 2006-C4 certificateholders. In connection with such
transfer, the applicable mortgage loan seller, which in each case is one of the
sponsors, is required to deliver or cause to be delivered to the trustee or to a
document custodian appointed by the trustee, among other things, the following
documents with respect to each mortgage loan that we intend to include in the
trust fund (as to each such mortgage loan, the "Mortgage File"):
(a) the original mortgage note, endorsed on its face or by allonge
attached thereto, without recourse, to the order of the trustee or in
blank (or, if the original mortgage note has been lost, an affidavit
to such effect from the applicable mortgage loan seller or another
prior holder, together with a copy of the mortgage note);
(b) the original or a copy of the mortgage instrument, together with an
original or a copy of any intervening assignments of the mortgage
instrument, in each case (unless not yet returned by the applicable
recording office) with evidence of recording indicated thereon or
certified by the applicable recorder's office;
(c) the original or a copy of any related assignment of leases and of any
intervening assignments thereof (if such assignment of leases is a
document separate from the related mortgage instrument), in each case
(unless not yet returned by the applicable recording office) with
evidence of recording indicated thereon or certified by the applicable
recorder's office;
(d) an original assignment of the mortgage instrument in favor of the
trustee or in blank and (subject to the completion of certain missing
recording information and, if delivered in blank, completion of the
name of the trustee) in recordable form;
(e) an original assignment of any related assignment of leases (if such
assignment of leases is a document separate from the related mortgage
instrument) in favor of the trustee or in blank and (subject to the
completion of certain missing recording information and, if delivered
in blank, completion of the name of the trustee) in recordable form;
(f) originals or copies of all modification, consolidation, assumption and
substitution agreements in those instances in which the terms or
provisions of the mortgage instrument or mortgage note have been
consolidated or modified or the mortgage loan has been assumed or
consolidated;
(g) the original or a copy of the policy or certificate of lender's title
insurance, or, if such policy has not been issued or located, an
irrevocable, binding commitment (which may be a pro forma or specimen
version of, or a marked commitment for, the policy that has been
executed by an authorized representative of the title company or an
agreement to provide the same pursuant to binding escrow instructions
executed by an authorized representative of the title company) to
issue such title insurance policy;
(h) any filed copies (bearing evidence of filing) or other evidence of
filing reasonably satisfactory to us of any prior UCC financing
statements, related amendments and continuation statements in the
possession of the applicable mortgage loan seller (unless not yet
returned by the applicable filing office);
(i) an original assignment in favor of the trustee or in blank of any
financing statement executed and filed in favor of the applicable
mortgage loan seller in the relevant jurisdiction;
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(j) any intercreditor, co-lender or similar agreement relating to
permitted debt of the related borrower;
(k) copies of any loan agreement, escrow agreement, security agreement or
letter of credit relating to such mortgage loan;
(l) the original or a copy of any ground lease and ground lessor estoppel;
and
(m) environmental insurance policy or guaranty relating to such mortgage
loan;
provided that, except in the case of the items described in clauses (a), (b),
(g) and (l) of this sentence, which are to be delivered on the Issue Date, each
mortgage loan seller is permitted up to 30 days following the Issue Date to
deliver the Mortgage File for each of the underlying mortgage loans that it is
contributing to the series 2006-C4 securitization transaction.
The trustee, either directly or through a custodian, is required to hold
all of the documents delivered to it with respect to the underlying mortgage
loans, in trust for the benefit of the series 2006-C4 certificateholders and, in
the case of each of the ShopKo Portfolio Loan Combination and the Wimbledon
Place Apartments Loan Combination, also for the benefit of the related Non-Trust
Loan Noteholder(s). Within a specified period of time following that delivery,
the trustee, directly or through a custodian, will be further required to
conduct a review of those documents. The scope of the trustee's review of those
documents will, in general, be limited solely to confirming that they have been
received. None of the trustee, the master servicer, the special servicer or any
custodian is under any duty or obligation to inspect, review or examine any of
the documents relating to the underlying mortgage loans to determine whether the
document is valid, effective, enforceable, in recordable form or otherwise
appropriate for the represented purpose.
The trustee may appoint at the trustee's expense one or more custodians to
hold all or a portion of the Mortgage Files as agent for the trustee. Neither
the master servicer nor the special servicer has any duty to verify that any
such custodian is qualified to act as such in accordance with the series 2006-C4
pooling and servicing agreement. The trustee may enter into agreements to
appoint a custodian which is not the trustee, provided that such agreement: (i)
is consistent with the series 2006-C4 pooling and servicing agreement in all
material respects and requires the custodian to comply with all of the
applicable conditions of the series 2006-C4 pooling and servicing agreement;
(ii) provides that if the trustee no longer acts in the capacity of trustee
under the series 2006-C4 pooling and servicing agreement, the successor trustee
or its designee may thereupon assume all of the rights and, except to the extent
they arose prior to the date of assumption, obligations of the custodian under
such agreement or, alternatively, may terminate such agreement without cause and
without payment of any penalty or termination fee; and (iii) may provide that
the related custodian will be entitled to be indemnified out of the assets of
the trust fund in connection with losses arising from the performance by such
custodian of its duties in accordance with the provisions of the related
custodial agreement if and to the extent such indemnification would be permitted
to the trustee under the series 2006-C4 pooling and servicing agreement. The
appointment of one or more custodians does not relieve the trustee from any of
its obligations under the series 2006-C4 pooling and servicing agreement, and
the trustee is responsible for all acts and omissions of any custodian. The
pooling and servicing agreement requires that any custodian engaged by the
trustee must maintain a fidelity bond and errors and omissions policy in amounts
customary for custodians performing duties similar to those set forth in
therein. See "Transaction Participants--The Trustee" in this offering
prospectus.
As discussed above, the trustee or a custodian on its behalf is required to
review each Mortgage File within a specified period following its receipt
thereof. If any of the documents required to be part of the Mortgage File for
any underlying mortgage loan is found during the course of such review to be
missing or defective, and in either case such omission or defect materially and
adversely affects the value of the applicable mortgage loan or the interests of
the series 2006-C4 certificateholders therein, then the applicable mortgage loan
seller, if it does not deliver the document or cure the defect (other than
omissions solely due to a document not
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having been returned by the related recording office) within a period of 90 days
following such mortgage loan seller's receipt of notice thereof, will be
obligated pursuant to the applicable mortgage loan purchase agreement (the
relevant rights under which will be assigned by us to the trustee) to: (1)
repurchase the affected mortgage loan within such 90-day period at a price (the
"Purchase Price") generally equal to the sum of (a) the unpaid principal balance
of such mortgage loan, (b) the unpaid accrued interest on such mortgage loan
(other than any Default Interest and/or Post-ARD Additional Interest) to but not
including the due date in the collection period in which the purchase is to
occur plus any accrued and unpaid interest on monthly debt service advances, (c)
all related and unreimbursed servicing advances plus any accrued and unpaid
interest thereon, (d) any reasonable costs and expenses, including, but not
limited to, the cost of any enforcement action, incurred by the master servicer,
the special servicer, the trustee or the trust fund in connection with any
purchase by a mortgage loan seller (to the extent not included in clause (c)
above or clause (e) below), and (e) any other Additional Trust Fund Expenses in
respect of such underlying mortgage loan (including any Additional Trust Fund
Expenses previously reimbursed or paid by the trust fund but not so reimbursed
by the related borrower or other party or from insurance proceeds or
condemnation proceeds or any other collections in respect of the underlying
mortgage loan or the related mortgaged real property from a source other than
the trust fund, and including, if the subject underlying mortgage loan is
repurchased after the end of the required cure period (as it may be extended as
described below), any liquidation fee payable to the special servicer in respect
of such underlying mortgage loan, as described under "The Series 2006-C4 Pooling
and Servicing Agreement--Servicing and Other Compensation and Payment of
Expenses--Principal Special Servicing Compensation--The Liquidation Fee"); or
(2) substitute a Qualified Substitute Mortgage Loan for such mortgage loan and
pay a shortfall amount equal to the difference between the Purchase Price of the
deleted mortgage loan calculated as of the date of substitution and the Stated
Principal Balance of such Qualified Substitute Mortgage Loan as of the date of
substitution (the "Substitution Shortfall Amount"); provided that, unless the
document omission or defect would cause the subject mortgage loan not to be a
qualified mortgage within the meaning of Section 860G(a)(3) of the Internal
Revenue Code, the applicable mortgage loan seller will generally have an
additional 90-day period to deliver the missing document or cure the defect, as
the case may be, if it is diligently proceeding to effect such delivery or cure.
The foregoing repurchase or substitution obligation constitutes the sole remedy
available to the series 2006-C4 certificateholders and the trustee for any
uncured failure to deliver, or any uncured defect in, a constituent mortgage
loan document. Each mortgage loan seller is solely responsible for its
repurchase or substitution obligation, and those obligations will not be our
responsibility. Any substitution of a Qualified Substitute Mortgage Loan for a
defective mortgage loan in the trust fund must occur no later than the second
anniversary of the Issue Date.
The series 2006-C4 pooling and servicing agreement and/or the applicable
mortgage loan purchase agreement will require the trustee or the related
mortgage loan seller to cause each of the assignments described in clauses (d),
(e) and (i) of the fourth preceding paragraph to be submitted for recording or
filing, as applicable, in the appropriate public records within a specified time
period.
REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS
In the related mortgage loan purchase agreement, the applicable mortgage
loan seller, which in each case is one of the sponsors, will represent and
warrant with respect to each mortgage loan that we intend to include in the
trust fund (subject to certain exceptions specified in the related mortgage loan
purchase agreement), as of the Issue Date, or as of such other date specifically
provided in the representation and warranty, among other things, generally that:
(i) the information with respect to the subject mortgage loan set forth
in the schedule of mortgage loans attached to the applicable
mortgage loan purchase agreement (which contains certain of the
information set forth in Annex A-1 to this offering prospectus) was
true and correct in all material respects as of the cut-off date;
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(ii) as of the date of its origination, the subject mortgage loan and the
interest (exclusive of any default interest, late charges or
prepayment premiums) contracted for thereunder complied in all
material respects with, or was exempt from, all requirements of
federal, state or local law relating to the origination of such
mortgage loan, including those pertaining to usury;
(iii) immediately prior to the sale, transfer and assignment to us, the
applicable mortgage loan seller had good and marketable title to,
and was the sole owner of, each mortgage loan, and is transferring
the mortgage loan free and clear of any and all liens, pledges,
charges or security interests of any nature encumbering the subject
mortgage loan, with the exception of agreements regarding servicing
of the mortgage loans as provided in the series 2006-C4 pooling and
servicing agreement, subservicing agreements permitted thereunder
and a servicing rights purchase agreement between the master
servicer and the applicable mortgage loan seller;
(iv) the proceeds of the subject mortgage loan have been fully disbursed
(except to the extent that a portion of such proceeds are being held
in escrow or reserve accounts) and there is no requirement for
future advances thereunder by the lender;
(v) each related mortgage note, mortgage instrument, assignment of
leases, if any, and other agreement executed by the mortgagor in
connection with the subject mortgage loan is a legal, valid and
binding obligation of the related borrower (subject to any
nonrecourse provisions therein and any state anti-deficiency or
market value limit deficiency legislation), enforceable in
accordance with its terms, except (a) that certain provisions
contained in such mortgage loan documents are or may be
unenforceable in whole or in part under applicable state or federal
laws, but neither the application of any such laws to any such
provision nor the inclusion of any such provision renders any of the
mortgage loan documents invalid as a whole and such mortgage loan
documents taken as a whole are enforceable to the extent necessary
and customary for the practical realization of the principal rights
and benefits afforded thereby, and (b) as such enforcement may be
limited by bankruptcy, insolvency, receivership, reorganization,
moratorium, redemption, liquidation or other laws affecting the
enforcement of creditors' rights generally, and by general
principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);
(vi) as of the date of its origination, there was no valid offset,
defense, counterclaim, abatement or right to rescission with respect
to any of the related mortgage note, mortgage instrument or other
agreements executed in connection therewith, and, as of the cut-off
date, there was no valid offset, defense, counterclaim or right to
rescission with respect to such mortgage note, mortgage instrument
or other agreements, except in each case with respect to the
enforceability of any provisions requiring the payment of Default
Interest, late fees, Post-ARD Additional Interest, prepayment
premiums or yield maintenance charges;
(vii) each related assignment of the related mortgage instrument and
assignment of any related assignment of leases from the applicable
mortgage loan seller to the trustee constitutes the legal, valid and
binding assignment from such mortgage loan seller (subject to the
customary exceptions and limitations set forth in clause (v) above);
(viii) the related mortgage instrument is a valid and enforceable first
lien on the related mortgaged real property subject to the
exceptions and limitations set forth in clause (v) above and subject
to (a) the lien of current real property taxes, ground rents, water
charges, sewer rents and assessments not yet delinquent and accruing
interest or penalties, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record, none of
which, individually or in the aggregate, materially and adversely
interferes with the current use of the
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related mortgaged real property or the security intended to be
provided by such mortgage instrument or with the borrower's ability
to pay its obligations under the subject mortgage loan when they
become due or materially and adversely affects the value of the
related mortgaged real property, (c) the exceptions (general and
specific) and exclusions set forth in the related title insurance
policy or appearing of record, none of which, individually or in the
aggregate, materially interferes with the current use of the related
mortgaged real property or the security intended to be provided by
such mortgage instrument or with the borrower's ability to pay its
obligations under the subject mortgage loan when they become due or
materially and adversely affects the value of the related mortgaged
real property, (d) other matters to which like properties are
commonly subject, none of which, individually or in the aggregate,
materially and adversely interferes with the current use of the
mortgaged real property or the security intended to be provided by
such mortgage instrument or with the borrower's ability to pay its
obligations under the subject mortgage loan when they become due or
materially and adversely affects the value of the mortgaged real
property, (e) the right of tenants (whether under ground leases,
space leases or operating leases) at the related mortgaged real
property to remain following a foreclosure or similar proceeding
(provided that such tenants are performing under such leases) and
(f) if the subject mortgage loan is cross-collateralized with any
other mortgage loan, the lien of such mortgage instrument for such
other mortgage loan;
(ix) all real estate taxes and governmental assessments, or installments
thereof, which would be a lien on the related mortgaged real
property and that prior to the cut-off date have become delinquent
in respect of the related mortgaged real property, have been paid,
or an escrow of funds in an amount sufficient (together with future
escrow payments required under the related mortgage instrument) to
cover such payments has been established; provided that for purposes
of this representation and warranty, real estate taxes and
governmental assessments and installments thereof will not be
considered delinquent until the earlier of (x) the date on which
interest and/or penalties would first be payable thereon and (y) the
date on which enforcement action is entitled to be taken by the
related taxing authority;
(x) to the applicable mortgage loan seller's actual knowledge as of the
cut-off date, and to the applicable mortgage loan seller's actual
knowledge based solely upon due diligence customarily performed in
connection with the origination of comparable mortgage loans by the
applicable mortgage loan seller, each related mortgaged real
property was free and clear of any material damage (other than
deferred maintenance for which escrows were established at
origination) that would materially and adversely affect the value of
such mortgaged real property as security for the subject mortgage
loan, and to the applicable mortgage loan seller's actual knowledge
as of the cut-off date there was no proceeding pending for the total
or partial condemnation of such mortgaged real property;
(xi) as of the date of its origination, all insurance coverage required
under each related mortgage instrument was in full force and effect
with respect to the related mortgaged real property, which insurance
covered such risks as were customarily acceptable to prudent
commercial and multifamily mortgage lending institutions lending on
the security of property comparable to the related mortgaged real
property in the jurisdiction in which such mortgaged real property
is located, and with respect to a fire and extended perils insurance
policy, was in an amount (subject to a customary deductible) at
least equal to the lesser of (a) the replacement cost of
improvements located on such mortgaged real property, or (b) the
initial principal balance of the subject mortgage loan, and in any
event, the amount necessary to prevent operation of any co-insurance
provisions, was in full force and effect with respect to each
related mortgaged real property;
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(xii) as of the Issue Date, the subject mortgage loan is not, and in the
prior 12 months (or since the date of origination if the subject
mortgage loan has been originated within the past 12 months), has
not been, 30 days or more past due in respect of any scheduled
payment; and
(xiii) one or more environmental site assessments, updates or transaction
screens thereof were performed by an environmental consulting firm
independent of the applicable mortgage loan seller and the
applicable mortgage loan seller's affiliates with respect to each
related mortgaged real property during the 18-month period preceding
the origination of the subject mortgage loan, and the applicable
mortgage loan seller, having made no independent inquiry other than
to review the report(s) prepared in connection with the
assessment(s), updates or transaction screens referenced herein, has
no actual knowledge and has received no notice of any material and
adverse environmental condition or circumstance affecting such
mortgaged real property that was not disclosed in such report(s).
In addition to the above-described representations and warranties, each
mortgage loan seller will also make other representations and warranties
regarding the mortgage loans being sold by it to us for inclusion in the series
2006-C4 securitization transaction, any of which representations and warranties
may be made to such mortgage loan seller's knowledge, may cover facts as of a
date prior to the Issue Date (such as the date of origination of the subject
mortgage loan) and/or be subject to certain identified exceptions. Those other
representations and warranties will cover a variety of topics, including: (a)
the existence of title insurance; (b) the filing of uniform commercial code
financing statements; (c) the absence of material damage (other than deferred
maintenance) at any related mortgaged real property that would materially and
adversely affect the value of that property as security for the subject mortgage
loan; (d) the absence of any pending proceeding for the total or partial
condemnation of any related mortgaged real property; (e) the absence of any
state or federal bankruptcy proceeding involving the borrower under any
underlying mortgage loan; (f) the existence of, and exceptions to, due-on-sale
and due-on-encumbrance provisions in the underlying mortgage loans; (g) the type
of permitted real property collateral releases; (h) compliance with zoning
ordinances, building codes and land laws; (i) in the case of a leasehold
mortgage loan, the presence of lender protections in the ground lease and/or
ground lessor estoppel; and (j) REMIC eligibility of the subject underlying
mortgage loan.
In the case of a breach of any of the loan-level representations and
warranties in any mortgage loan purchase agreement that materially and adversely
affects the value of any of the underlying mortgage loans or the interests of
the series 2006-C4 certificateholders therein, the applicable mortgage loan
seller, if it does not cure such breach within a period of 90 days following its
receipt of notice thereof, is obligated pursuant to the applicable mortgage loan
purchase agreement (the relevant rights under which have been assigned by us to
the trustee) to either substitute a Qualified Substitute Mortgage Loan and pay
any Substitution Shortfall Amount or to repurchase the affected mortgage loan
within such 90-day period at the applicable Purchase Price; provided that,
unless the breach would cause the mortgage loan not to be a qualified mortgage
within the meaning of Section 860G(a)(3) of the Internal Revenue Code, the
applicable mortgage loan seller generally has an additional 90-day period to
cure such breach if it is diligently proceeding with such cure. Each mortgage
loan seller is solely responsible for its repurchase or substitution obligation,
and such obligations will not be our responsibility. Any substitution of a
Qualified Substitute Mortgage Loan for a defective mortgage loan in the trust
fund must occur no later than the second anniversary of the Issue Date.
The foregoing substitution or repurchase obligation constitutes the sole
remedy available to the series 2006-C4 certificateholders and the trustee for
any uncured material breach of any mortgage loan seller's representations and
warranties regarding its mortgage loans. There can be no assurance that the
applicable mortgage loan seller will have the financial resources to repurchase
any mortgage loan at any particular time. Each mortgage loan seller is the sole
warranting party in respect of the mortgage loans sold by that mortgage loan
seller to us, and no other person or entity will be obligated to substitute or
repurchase any such affected mortgage
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loan in connection with a material breach of a mortgage loan seller's
representations and warranties if such mortgage loan seller defaults on its
obligation to do so.
REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS
If (a) any underlying mortgage loan is required to be repurchased or
substituted for in the manner described above in "--Assignment of the Mortgage
Loans; Repurchases and Substitutions" or "--Representations and Warranties;
Repurchases and Substitutions," (b) that mortgage loan is cross-collateralized
and cross-defaulted with one or more other mortgage loans in the trust fund and
(c) the applicable document omission or defect or breach of a representation and
warranty giving rise to the repurchase/substitution obligation does not
otherwise relate to any other Crossed Loan in the subject Crossed Group (without
regard to this paragraph), then the applicable document omission or defect or
the applicable breach, as the case may be, will be deemed to relate to the other
Crossed Loans in the subject Crossed Group for purposes of this paragraph, and
the related mortgage loan seller will be required to repurchase or substitute
for such other Crossed Loan(s) in the subject Crossed Group as provided above in
"--Assignment of the Mortgage Loans; Repurchases and Substitutions" or
"--Representations and Warranties; Repurchases and Substitutions" unless: (i)
the debt service coverage ratio for all of the remaining Crossed Loans for the
four calendar quarters immediately preceding the repurchase or substitution is
not less than the debt service coverage ratio for all such related Crossed
Loans, including the actually affected Crossed Loan, for the four calendar
quarters immediately preceding the repurchase or substitution, (ii) the
loan-to-value ratio for any of the remaining related Crossed Loans, determined
at the time of repurchase or substitution based upon an appraisal obtained by
the special servicer at the expense of the related mortgage loan seller is not
greater than the loan-to-value ratio for all such related Crossed Loans,
including the actually affected Crossed Loan, determined at the time of
repurchase or substitution based upon an appraisal obtained by the special
servicer at the expense of the related mortgage loan seller, and (iii) the
trustee receives an opinion of counsel to the effect that such repurchase or
substitution will not adversely affect the tax status of any REMIC created under
the series 2006-C4 pooling and servicing agreement. If the conditions set forth
in clauses (i), (ii) and (iii) of the prior sentence are satisfied, then the
applicable mortgage loan seller may elect either to repurchase or substitute for
only the actually affected Crossed Loan as to which the related breach or the
related document omission or defect, as the case may be, exists or to repurchase
or substitute for all of the Crossed Loans in the related Crossed Group.
To the extent that the related mortgage loan seller repurchases or
substitutes for an affected Crossed Loan as described in the immediately
preceding paragraph while the trustee continues to hold any related Crossed
Loans, we and the related mortgage loan seller have agreed in the related
mortgage loan purchase agreement to forbear from enforcing any remedies against
the other's Primary Collateral, but each is permitted to exercise remedies
against the Primary Collateral securing its respective affected Crossed Loans,
including, with respect to the trustee, the Primary Collateral securing mortgage
loans still held by the trustee, so long as such exercise does not materially
impair the ability of the other party to exercise its remedies against its
Primary Collateral. If the exercise of remedies by one party would materially
impair the ability of the other party to exercise its remedies with respect to
the Primary Collateral securing the Crossed Loans held by such party, then both
parties must forbear from exercising such remedies until the loan documents
evidencing and securing the relevant mortgage loans can be modified in a manner
that complies with the related mortgage loan purchase agreement to remove the
threat of material impairment as a result of the exercise of remedies.
Notwithstanding the foregoing discussion, if any mortgage loan is otherwise
required to be repurchased or substituted for in the manner described above, as
a result of a document defect or breach with respect to one or more mortgaged
real properties that secure a mortgage loan that is secured by multiple
properties, the related mortgage loan seller will not be required to effect a
repurchase or substitution of the subject mortgage loan if--
o the affected mortgaged real property(ies) may be released pursuant to
the terms of any partial release provisions in the related loan
documents and such mortgaged real property(ies) are, in
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fact, released, and to the extent not covered by the applicable
release price required under the related loan documents, the related
mortgage loan seller pays (or causes to be paid) any additional
amounts necessary to cover all reasonable out-of-pocket expenses
reasonably incurred by the master servicer, the special servicer, the
trustee or the issuing entity in connection with such release,
o the remaining mortgaged real property(ies) satisfy the requirements,
if any, set forth in the loan documents and the applicable mortgage
loan seller provides an opinion of counsel to the effect that such
release would not cause any REMIC created under the series 2006-C4
pooling and servicing agreement to fail to qualify as a REMIC under
the Internal Revenue Code or result in the imposition of any tax on
prohibited transactions or contributions after the startup day of any
such REMIC under the Internal Revenue Code, and
o the related mortgage loan seller obtains written confirmation from
each applicable rating agency that the release will not result in a
qualification, downgrade or withdrawal of any of the then-current
ratings of the offered certificates.
REPURCHASE AND SUBSTITUTION OF THE SHOPKO PORTFOLIO MORTGAGE LOAN
The ShopKo Portfolio Mortgage Loan is evidenced by two promissory notes
with equal principal amounts, one of which is currently held by Citigroup Global
Markets Realty Corp. and one of which is currently held by Barclays Capital Real
Estate Inc. We will acquire those promissory notes from those respective
sponsors. If the ShopKo Portfolio Mortgage Loan must be repurchased or replaced
as described under "--Assignment of the Mortgage Loans; Repurchases and
Substitutions" and/or "--Representations and Warranties; Repurchases and
Substitutions", then each such sponsor will be required to repurchase or replace
solely the portion of that underlying mortgage loan that it transferred to us,
and neither such sponsor shall be responsible for the performance of the other
sponsor of its duty to effect such repurchase or substitution. If only one such
promissory note is removed from the trust fund, then the portion of the related
debt evidenced by that promissory note will be treated as a separate ShopKo
Portfolio Non-Trust Loan, and the portion of the related debt evidenced by the
promissory note that remains in the trust fund will continue to be treated as an
underlying mortgage loan.
CHANGES IN MORTGAGE POOL CHARACTERISTICS
The description in this offering prospectus of the underlying mortgage
loans and the related mortgaged real properties is based upon the mortgage pool
as it is expected to be constituted at the time the offered certificates are
issued assuming that (i) all scheduled principal and interest payments due on or
before the cut-off date will be made, and (ii) there will be no principal
prepayments on or before the cut-off date. Prior to the issuance of the offered
certificates, mortgage loans may be removed from the series 2006-C4
securitization transaction as a result of prepayments, delinquencies, incomplete
documentation or otherwise, if we or the applicable mortgage loan seller deems
that removal necessary, appropriate or desirable. A limited number of other
mortgage loans may be included in the series 2006-C4 securitization transaction
prior to the issuance of the offered certificates, unless including those
mortgage loans would materially alter the characteristics of the mortgage pool
as described in this offering prospectus. We believe that the information set
forth in this offering prospectus will be representative of the characteristics
of the mortgage pool as it will be constituted at the time the offered
certificates are issued, although the range of mortgage rates and maturities, as
well as other characteristics, of the subject mortgage loans described in this
offering prospectus may vary.
A copy of the series 2006-C4 pooling and servicing agreement, including the
exhibits thereto, will be filed with the SEC as an exhibit to a current report
on Form 8-K under the Exchange Act, following the Issue Date. If mortgage loans
are removed from or added to the mortgage pool and investors were not otherwise
informed, then that removal or addition will be noted in that current report on
Form 8-K. In addition, if and to the
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extent that any material terms of the series 2006-C4 pooling and servicing
agreement or the exhibits thereto have not been disclosed in this offering
prospectus, then the series 2006-C4 pooling and servicing agreement, together
with such exhibits, will be filed with the SEC as an exhibit to a current report
on Form 8-K on the Issue Date. The SEC will make those current reports on Form
8-K and its exhibits available to the public for inspection. See "Available
Information" in the accompanying base prospectus.
TRANSACTION PARTICIPANTS
THE ISSUING ENTITY
The issuing entity with respect to the series 2006-C4 certificates will be
the Citigroup Commercial Mortgage Trust 2006-C4, a common law trust created
under the laws of the State of New York pursuant to the series 2006-C4 pooling
and servicing agreement. The Citigroup Commercial Mortgage Trust 2006-C4 is
sometimes referred to in this offering prospectus as the "trust" and its assets
are sometimes collectively referred to in this offering prospectus as the "trust
fund." We will transfer the underlying mortgage loans to the issuing entity in
exchange for the series 2006-C4 certificates being issued to us or at our
direction.
The issuing entity's activities will be limited to the transactions and
activities entered into in connection with the securitization described in this
offering prospectus, and except for those activities, the issuing entity is not
authorized and has no power to borrow money or issue debt, merge with another
entity, reorganize, liquidate or sell assets or engage in any business or
activities. Consequently, the issuing entity is not permitted to hold any
assets, or incur any liabilities, other than those described in this offering
prospectus. Because the issuing entity will be created pursuant to the series
2006-C4 pooling and servicing agreement, the issuing entity and its permissible
activities can only be amended or modified by amending the series 2006-C4
pooling and servicing agreement. See "Description of the Governing
Documents--Amendment" in the accompanying base prospectus. The fiscal year end
of the issuing entity is December 31.
The issuing entity will not have any directors, officers or employees. The
trustee, the master servicer and the special servicer will be responsible for
administration of the trust fund, in each case to the extent of its duties
expressly set forth in the series 2006-C4 pooling and servicing agreement. Those
parties may perform their respective duties directly or through sub-servicers
and/or agents.
Because the issuing entity is a common law trust, it may not be eligible
for relief under the federal bankruptcy laws, unless it can be characterized as
a "business trust" for purposes of the federal bankruptcy laws. Bankruptcy
courts look at various considerations in making this determination, so it is not
possible to predict with any certainty whether or not the issuing entity would
be characterized as a "business trust."
THE DEPOSITOR
We are Citigroup Commercial Mortgage Securities Inc., the depositor with
respect to the series 2006-C4 securitization transaction. We are a Delaware
corporation and an indirect, wholly-owned subsidiary of Citigroup Global Markets
Holdings Inc. In addition, we are an affiliate of Citigroup Global Markets
Realty Corp., one of the sponsors, and Citigroup Global Markets Inc., one of the
underwriters. Our principal executive offices are located at 388 Greenwich
Street, New York, New York 10013. We are only engaged in the securitization of
commercial and multifamily mortgage loans and have been since we were organized
in 2003. See "Transaction Participants--The Depositor" in the accompanying base
prospectus.
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THE SPONSORS
General. Citigroup Global Markets Realty Corp. ("CGMRC"), PNC Bank,
National Association ("PNC Bank") and Barclays Capital Real Estate Inc. ("BCRE")
will act as co-sponsors with respect to the series 2006-C4 securitization
transaction.
We will acquire the mortgage loans that we intend to include in the trust
fund directly from the sponsors. Set forth below is information regarding the
total number and cut-off date principal balance of the mortgage loans that we
will acquire from each sponsor:
TOTAL CUT-OFF % OF INITIAL % OF INITIAL
DATE % OF INITIAL LOAN GROUP LOAN GROUP
NUMBER OF PRINCIPAL MORTGAGE POOL NO. 1 NO. 2
SPONSOR MORTGAGE LOANS BALANCE BALANCE BALANCE BALANCE
-------- -------------- -------------- ------------- ------------ ------------
CGMRC 138(1) $1,834,444,046 81.0% 82.7% 73.1%
PNC Bank 28 329,091,992 14.5 12.0 26.9
BCRE 1(1) 100,000,00 4.4 5.3 --
--- -------------- ----- ----- -----
TOTAL 166(1) 2,263,536,038 100.0 100.0 100.0
----------
(1) CGMRC and BCRE co-originated the ShopKo Portfolio Mortgage Loan which has a
cut-off date principal balance of $200,000,000. The ShopKo Portfolio Loan
is evidenced by two (2) promissory notes, one (1) in the unpaid principal
amount of $100,000,000 currently held by CGMRC and one (1) in the unpaid
principal amount of $100,000,000 currently held by BCRE.
Except as described below, each mortgage loan that we intend to include in
the trust fund was originated by one of the following parties: (a) the sponsor
that is selling that mortgage loan to us; (b) an affiliate of that sponsor; or
(c) a correspondent in that sponsor's conduit lending program that originated
the subject mortgage loan under the supervision of, and specifically for sale
to, that sponsor.
Citigroup Global Markets Realty Corp. CGMRC, a New York corporation, is our
affiliate and an affiliate of Citigroup Global Markets Inc., one of the
underwriters. CGMRC was organized in 1979 and its executive offices are located
at 388 Greenwich Street, New York, New York 10013.
CGMRC, directly or through correspondents or affiliates, originates
multifamily and commercial mortgage loans throughout the United States and
abroad. CGMRC has been engaged in the origination of multifamily and commercial
mortgage loans for securitization since 1996 and has been involved in the
securitization of residential mortgage loans since 1987. The multifamily and
commercial mortgage loans originated by CGMRC include both fixed-rate loans and
floating-rate loans. Most of the multifamily and commercial mortgage loans
included in commercial mortgage securitizations sponsored by CGMRC have been
originated, directly or through correspondents, by CGMRC or an affiliate. CGMRC
securitized approximately $717 million, $822 million, $1.23 billion, $1.91
billion and $3.24 billion of commercial mortgage loans in public offerings
during the fiscal years 2001, 2002, 2003, 2004 and 2005, respectively.
For further information about CGMRC and its affiliates, the general
character if its business, its securitization program and a general discussion
of CGMRC's procedures for originating or acquiring and securitizing commercial
and multifamily mortgage loans, see "Transaction Participants--The Sponsor" in
the accompanying base prospectus.
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PNC Bank, National Association. PNC Bank, a national banking association,
is a sponsor and one of the mortgage loan sellers. PNC Bank is an affiliate of
Midland Loan Services, Inc., the master servicer, and of PNC Capital Markets
LLC, one of the underwriters.
PNC Bank is a wholly owned indirect subsidiary of The PNC Financial
Services Group, Inc., a Pennsylvania corporation ("PNC Financial") and is PNC
Financial's principal bank subsidiary. As of December 31, 2005, PNC Bank,
National Association had total consolidated assets representing 89.9% of PNC
Financial's consolidated assets. PNC Bank's business is subject to examination
and regulation by United States federal banking authorities. Its primary federal
bank regulatory authority is the Office of the Comptroller of the Currency. PNC
Financial and its subsidiaries offer a wide range of commercial banking, retail
banking and trust and asset management services to its customers. The principal
office of PNC Bank is located in Pittsburgh, Pennsylvania.
PNC Bank originates and purchases commercial and multifamily mortgage loans
for securitization or resale. PNC Bank originated all of the mortgage loans it
is selling to the Depositor.
PNC Bank's Commercial Real Estate Securitization Program. PNC Bank and a
predecessor entity have been active as participants in the securitization of
commercial mortgage loans since 1996. In April 1998, PNC Bank formed Midland
Loan Services, Inc., which acquired the businesses and operations of Midland
Loan Services, L.P. ("Midland LP"). The acquisition of Midland LP led to the
combination of the separate origination and securitization operations of PNC
Bank and Midland LP. The predecessor Midland LP operation began originating
mortgage loans for securitization in 1994 and participated in its first
securitization in 1995, while the predecessor PNC Bank operation began
originating mortgage loans for securitization in 1996 and participated in its
first securitization in 1996.
PNC Bank originates or acquires mortgage loans and, together with other
sponsors or loan sellers, participates in the securitization of those loans by
transferring them to a depositor, which in turn transfers them to the issuing
entity for the securitization. In coordination with its affiliate, PNC Capital
Markets LLC, and with other underwriters, PNC Bank works with rating agencies,
investors, loan sellers and servicers in structuring the securitization
transaction. In a typical securitization that includes PNC Bank loans, its
affiliate Midland Loan Services, Inc. generally is the primary servicer of the
PNC Bank loans and in addition, Midland Loan Services, Inc. is often appointed
master servicer and/or the special servicer of a portion or all of the pooled
loans. PNC Bank currently acts as sponsor and mortgage loan seller in
transactions in which other entities act as sponsors, loan sellers and/or
depositors. Prior to April 2001, PNC Bank was a mortgage loan seller in
multiple-seller transactions in which entities affiliated with PNC Bank acted as
the depositors.
As of March 31, 2006, the total amount of commercial and multifamily
mortgage loans originated by PNC Bank for securitization since the acquisition
of the Midland LP securitization program in April 1998 was approximately $10.4
billion (all amounts set forth in this paragraph are aggregate original
principal balances), of which PNC Bank included approximately $10.2 billion in
approximately 35 securitizations as to which PNC Bank acted as sponsor or loan
seller, and approximately $230 million of such loans were included in
securitizations in which we acted as the depositor. In its fiscal year ended
December 31, 2005, PNC Bank originated over $3.1 billion in commercial and
multifamily mortgage loans for securitization, of which approximately $3.0
billion was included in securitizations in which unaffiliated entities acted as
depositors. By comparison, in fiscal year 1999, the year after the acquisition
of Midland LP, PNC Bank originated approximately $743 million in such loans for
securitization.
The commercial mortgage loans originated for securitization by PNC Bank
have, to date, consisted entirely of fixed-rate loans secured primarily by
multifamily, office, retail, industrial, hotel, manufactured housing and
self-storage properties. PNC Bank does not have distinct small- or large-loan
programs, but rather originates
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and securitizes under a single program (which is the program under which PNC
Bank originated the mortgage loans that will be deposited into the transaction
described in this offering prospectus).
Since the acquisition of Midland LP in 1998, PNC Bank has contracted with
its wholly-owned subsidiary Midland Loan Services, Inc. for servicing the
mortgage loans it originates prior to their securitization. Midland Loan
Services, Inc. will act as the master servicer in this transaction. See
"Transaction Participants--The Master Servicers and the Special Servicer" in
this offering prospectus for more information.
PNC Bank's Underwriting Standards. Conduit mortgage loans originated for
securitization by PNC Bank will generally be originated in accordance with the
underwriting criteria described below. Each lending situation is unique,
however, and the facts and circumstances surrounding the mortgage loan, such as
the quality and location of the real estate collateral, the sponsorship of the
borrower and the tenancy of the collateral, will impact the extent to which the
general guidelines below are applied to a specific mortgage loan. The
underwriting criteria below are general, and in many cases exceptions may be
approved to one or more of these guidelines. Accordingly, no representation is
made that every mortgage loan will comply in all respects with the criteria set
forth below.
1. LOAN ANALYSIS. The PNC Bank credit underwriting team for each mortgage
loan is comprised of real estate professionals of PNC Bank. The underwriting
team for each mortgage loan is required to conduct a review of the related
mortgaged property, generally including an analysis of the historical property
operating statements, if available, rent rolls, current and historical real
estate taxes, and a review of tenant leases. The review includes a market
analysis which includes a review of supply and demand trends, rental rates and
occupancy rates. The credit of the borrower and certain key principals of the
borrower are examined for financial strength and character prior to approval of
the loan. This analysis generally includes a review of historical financial
statements (which are generally unaudited), historical income tax returns of the
borrower and its principals, third-party credit reports, judgment, lien,
bankruptcy and pending litigation searches. Depending on the type of real
property collateral involved and other relevant circumstances, the credit of key
tenants also may be examined as part of the underwriting process. Generally, a
member of the PNC Bank underwriting team (or someone on its behalf) visits the
property for a site inspection to ascertain the overall quality and
competitiveness of the property, including its physical attributes, neighborhood
and market, accessibility and visibility and demand generators. As part of its
underwriting procedures, PNC Bank also generally performs the procedures and
obtains the third-party reports or other documents described below:
(a) Property Analysis. PNC Bank generally performs or causes to be
performed a site inspection to evaluate the location and quality of
the related mortgaged properties. Such inspection generally includes
an evaluation of functionality, design, attractiveness, visibility and
accessibility, as well as location to major thoroughfares,
transportation centers, employment sources, retail areas and
educational or recreational facilities. PNC Bank assesses the
submarket in which the property is located to evaluate competitive or
comparable properties as well as market trends. In addition, PNC Bank
evaluates the property's age, physical condition, operating history,
lease and tenant mix, and management.
(b) Cash Flow Analysis. PNC Bank reviews, among other things, historical
operating statements, rent rolls, tenant leases and/or budgeted income
and expense statements provided by the borrower and makes adjustments
in order to determine a debt service coverage ratio, including taking
into account the benefits of any governmental assistance programs.
(c) Appraisal and LTV Ratio. For each mortgaged property, PNC Bank obtains
a current full narrative appraisal conforming at least to the
requirements of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA"). The appraisal is generally based
on the highest and best use of the mortgaged property and must include
an estimate of the then current
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market value of the property in its then current condition, although
in certain cases, PNC Bank may also obtain a value on an "as
stabilized" basis. PNC Bank then determines the LTV Ratio of the
mortgage loan at the date of origination or, if applicable, in
connection with its acquisition, in each case based upon the value set
forth in the appraisal.
(d) Evaluation of Borrower. PNC Bank evaluates the borrower and its
principals with respect to credit history and prior experience as an
owner and operator of commercial real estate properties. The
evaluation will generally include obtaining and reviewing a credit
report or other reliable indication of the borrower's financial
capacity; obtaining and verifying credit references and/or business
and trade references; and obtaining and reviewing certifications
provided by the borrower as to prior real estate experience and
current contingent liabilities. Finally, although the mortgage loans
generally are non-recourse in nature, in the case of certain mortgage
loans, the borrower and certain principals of the borrower may be
required to assume legal responsibility for liabilities relating to
fraud, intentional misrepresentation, misappropriation of funds and
breach of environmental or hazardous waste requirements. PNC Bank
evaluates the financial capacity of the borrower and such principals
to meet any obligations that may arise with respect to such
liabilities.
(e) Environmental Site Assessment. Prior to origination, PNC Bank either
(i) obtains or updates an environmental site assessment ("ESA") for a
mortgaged property prepared by a qualified environmental firm or (ii)
obtains an environmental insurance policy for a mortgaged property. If
an ESA is obtained or updated, PNC Bank reviews the ESA to verify the
absence of reported violations of applicable laws and regulations
relating to environmental protection and hazardous waste or other
material adverse environmental condition or circumstance. In cases in
which the ESA identifies such violations, that would require cleanup,
remedial action or other response estimated to cost a material amount,
PNC Bank either (i) determines that another party with sufficient
assets is responsible for taking remedial actions directed by an
applicable regulatory authority or (ii) requires the borrower to do
one of the following: (A) carry out satisfactory remediation
activities or other responses prior to the origination of the mortgage
loan, (B) establish an operations and maintenance plan, (C) place
sufficient funds in escrow or establish a letter of credit at the time
of origination of the mortgage loan to complete such remediation
within a specified period of time, (D) obtain an environmental
insurance policy for the mortgaged property, (E) provide or obtain an
indemnity agreement or a guarantee with respect to such condition or
circumstance, or (F) receive appropriate assurances that significant
remediation activities or other significant responses are not
necessary or required. Certain of the mortgage loans may also have
other environmental insurance policies.
(f) Physical Assessment Report. Prior to origination, PNC Bank obtains a
physical assessment report ("PAR") for each mortgaged property
prepared by a qualified structural engineering firm. PNC Bank reviews
the PAR to verify that the property is reported to be in satisfactory
physical condition and to determine the anticipated cost of necessary
repair, replacement and major maintenance or capital expenditure needs
over the term of the mortgage loan. In cases in which the PAR
identifies material repairs or replacements needed immediately, PNC
Bank generally requires the borrower to carry out such repairs or
replacements prior to the origination of the mortgage loan, or, in
many cases, requires the borrower to place sufficient funds in escrow
or obtain a letter of credit in lieu of an escrow at the time of
origination of the mortgage loan to complete such repairs or
replacements within not more than 12 months.
(g) Title Insurance Policy. The borrower is required to provide, and PNC
Bank reviews, a title insurance policy for each mortgaged property.
The title insurance policy must generally meet the following
requirements: (1) the policy must be written by a title insurer
licensed to do business in
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a jurisdiction where the mortgaged property is located; (2) the policy
must be in an amount equal to the original principal balance of the
mortgage loan; (3) the protection and benefits of the policy must run
to the mortgagee and its successors and assigns; (4) the policy should
be written on a standard policy form of the American Land Title
Association or equivalent policy promulgated in the jurisdiction where
the mortgaged property is located; and (5) the legal description of
the mortgaged property in the title policy must conform to that shown
on the survey of the mortgaged property, where a survey has been
required.
(h) Property Insurance. The borrower is required to provide, and PNC Bank
reviews, certificates of required insurance with respect to the
mortgaged property. Such insurance generally may include: (1)
commercial general liability insurance for bodily injury or death and
property damage; (2) a fire and extended perils insurance policy
providing "special" form coverage including coverage against loss or
damage by fire, lightening, explosion, smoke, wind storm and hail,
riot or strike and civil commotion; (3) if applicable, boiler and
machinery coverage; (4) if the mortgaged property is located in a
flood hazard area, flood insurance; and (5) such other coverage as PNC
Bank may require based on the specific characteristics of the
mortgaged property.
2. LOAN APPROVAL. Prior to commitment, all mortgage loans must be approved
by a loan committee comprised of senior real estate professionals from PNC Bank.
The loan committee may either approve a mortgage loan as recommended, request
additional due diligence and/or modify the terms, or reject a mortgage loan.
3. DEBT SERVICE COVERAGE RATIO AND LTV RATIO. PNC Bank's underwriting
standards generally require a minimum debt service coverage ratio of 1.20x and
maximum LTV Ratio of 80%. However, these requirements constitute solely a
guideline, and exceptions to these guidelines may be approved based on the
individual characteristics of a mortgage loan. For example, PNC Bank may
originate a mortgage loan with a lower debt service coverage ratio or higher LTV
Ratio based on the types of tenants and leases at the subject real property, the
taking of additional collateral such as reserves, letters of credit and/or
guarantees, PNC Bank's judgment of improved property performance in the future
and/or other relevant factors. In addition, with respect to certain mortgage
loans originated by PNC Bank there may exist subordinate debt secured by the
related mortgaged property and/or mezzanine debt secured by direct or indirect
ownership interests in the borrower. Such mortgage loans would have a lower debt
service coverage ratio, and a higher LTV Ratio, if such subordinate or mezzanine
debt were taken into account.
The debt service coverage ratio guidelines set forth above are calculated
based on underwritten net cash flow at origination. Therefore, the debt service
coverage ratio for each mortgage loan as reported in this offering prospectus
and Annex A-1 hereto may differ from the amount calculated at the time of
origination. In addition, PNC Bank's underwriting guidelines generally permit a
maximum amortization period of 30 years. However, certain mortgage loans may
provide for interest-only payments until maturity, or for an interest-only
period during a portion of the term of the mortgage loan. See "Description of
the Mortgage Pool" in this offering prospectus.
4. ESCROW REQUIREMENTS. PNC Bank often requires a borrower to fund various
escrows for taxes and insurance, and may also require reserves for deferred
maintenance, re-tenanting expenses and capital expenses, in some cases only
during periods when certain debt service coverage ratio or LTV Ratio tests are
not satisfied. In some cases, the borrower is permitted to post a letter of
credit or guaranty, or provide periodic evidence that the items for which the
escrow or reserve would have been established are being paid or addressed, in
lieu of funding a given reserve or escrow. PNC Bank conducts a case-by-case
analysis to determine the need for a particular escrow or reserve. Consequently,
the aforementioned escrows and reserves are not established for every
multifamily and commercial mortgage loan originated by PNC Bank.
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Barclays Capital Real Estate Inc.
Overview. Barclays Capital Real Estate Inc. ("BCRE"), a Delaware
corporation formed in 2004, is an indirect, wholly-owned subsidiary of Barclays
Bank PLC. The executive offices of BCRE are located at 200 Park Avenue, New
York, New York 10166. BCRE's telephone number is (212) 412-4000.
BCRE's primary business is the underwriting, origination, purchase and sale
of mortgage and mezzanine loans secured by commercial or multifamily properties.
BCRE began originating and securitizing commercial mortgage loans in 2004. As of
December 31, 2005, the total aggregate principal amount of mortgage loans
originated by BCRE since 2004 was approximately $10 billion, of which
approximately $3 billion has been securitized by third-party unaffiliated
entities acting as depositor.
The commercial mortgage loans originated by BCRE include both fixed and
floating rate mortgage loans. BCRE primarily originates mortgage loans secured
by retail, office, hotel, multifamily, industrial and self-storage properties,
but also originates loans secured by manufactured housing, movie theatres,
parking garages and land, among other property types. BCRE and its affiliates
also originate subordinate and mezzanine debt and participate in the origination
of mortgage loans with other mortgage loan sellers.
As a sponsor, BCRE originates or acquires mortgage loans and, either by
itself or together with other sponsors or mortgage loan sellers, initiates the
securitization of those mortgage loans by transferring them to a securitization
depositor, which in turn transfers them to the issuing entity for the related
securitization. BCRE is an affiliate of Barclays Capital Inc., one of the
underwriters. In coordination with its broker-dealer affiliate, Barclays Capital
Inc., and other underwriters, BCRE works with rating agencies, investors,
mortgage loans sellers and servicers in structuring the securitization
transaction. BCRE acts as a sponsor and mortgage loan seller in transactions in
which other entities act as sponsor or mortgage loan seller. Multiple seller
transactions in which BCRE has participated include certain 2004 series of
certificates in which J.P. Morgan Chase Commercial Mortgage Securities Corp. was
the depositor and certain 2005 and 2006 series of certificates issued under the
Banc of America Commercial Mortgage Inc. and Credit Suisse First Boston Mortgage
Securities Corp. programs.
The following table sets forth information with respect to originations and
securitizations of commercial and multifamily mortgage loans by BCRE for the two
years ending on December 31, 2005.
YEAR(1) TOTAL BCRE LOANS(2) TOTAL BCRE SECURITIZED LOANS(2)
------- ------------------- -------------------------------
2004 $ 3.0 $0.4
2005 $ 7.0 $2.6
TOTAL $10.0 $3.0
----------
(1) Approximate amounts in billions-$.
(2) BCRE Loans means all loans originated or purchased by BCRE in the relevant
year. Loans originated in a given year that were not securitized in that
year generally were held for securitization in the following year.
Securitized loans included in the table above include both fixed rate and
floating rate loans and loans included in both public and private
securitizations.
BCRE's Underwriting Standards. Generally, all of the BCRE mortgage loans
were originated by BCRE. In each case, the mortgage loans generally will have
been underwritten in accordance with BCRE's general underwriting standards and
guidelines as set forth below. Each lending situation is unique, however, and
the facts and circumstances surrounding each mortgage loan, such as the quality,
tenancy, and location of the real estate collateral, and the sponsorship of the
borrower, will impact the extent to which the general underwriting standards and
guidelines are applied to a specific mortgage loan. The underwriting criteria
are general and there is no
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assurance that every mortgage loan will comply in all respects with the general
underwriting standards and guidelines, and in many cases exceptions to one or
more of these standards and guidelines apply. Accordingly, no representation is
made that every mortgage loan will comply in all respects with the general
underwriting standards and guidelines set forth below.
1. MORTGAGE LOAN ANALYSIS. The underwriter for each mortgage loan is
required to conduct a review of the related mortgaged property, generally
including, but not limited to, an analysis of the historical property operating
statements, if applicable, rent rolls, current and historical real estate taxes,
a review of tenant leases, and analyze the appraisal, engineering report,
seismic report, if applicable and environmental report. The credit and
background of the borrower and certain key principals of the borrower are
examined for financial strength and character prior to approval of the loan.
This analysis generally includes a review of historical financial statements
(which are generally unaudited), historical income tax returns of the borrower
and its principals, third-party credit reports, judgment, lien, bankruptcy and
pending litigation searches. Depending on the type of real property collateral
involved and other relevant circumstances, the credit of key tenants also may be
examined as part of the underwriting process. Generally, a member of the BCRE
group visits the property for a site inspection to confirm occupancy and
ascertain the overall quality and competitiveness of the property, including its
physical attributes, neighborhood and market, accessibility and visibility and
demand generators. BCRE sometimes retains outside consultants to assist in its
underwriting. As part of its underwriting procedures, BCRE generally also
obtains certain third party reports or other documents in connection with
various assessments and appraisals, such as assessments relating to property
value and condition, environmental conditions and zoning and building code
compliance.
2. DEBT SERVICE COVERAGE RATIO AND LTV RATIO. BCRE's underwriting standards
generally require a minimum debt service coverage ratio of 1.20x and a maximum
LTV ratio of 80%. However, these requirements solely constitute guidelines, and
exceptions to these guidelines may be approved based on the individual
characteristics of the mortgage loan. The debt service coverage ratio guidelines
set forth above are calculated based on anticipated underwritten net cash flow
at the time of origination. Therefore, the debt service coverage ratio for each
mortgage loan as reported elsewhere in this prospectus supplement may differ
from the amount determined at the time of origination. In addition, BCRE's
underwriting standards generally permit a maximum amortization period of 30
years. However, certain mortgage loans may provide for an interest-only period
during all or a portion of the term of the mortgage loan.
3. ESCROW REQUIREMENTS. BCRE generally, but not in all cases, requires a
borrower to fund various escrows for taxes and insurance, and may also require
reserves for deferred maintenance, re-tenanting expenses and capital expenses.
In some cases, the borrower is permitted to post a letter of credit or guaranty,
or provide periodic evidence that the items for which the escrow or reserve
would have been established are being paid or addressed, in lieu of funding a
given reserve or escrow. BRCE conducts a case-by-case analysis to determine the
need for a particular escrow or reserve. Consequently, the aforementioned
escrows and reserves are not established for every multifamily and commercial
mortgage loan originated by BCRE.
4. EARNOUTS AND ADDITIONAL COLLATERAL LOANS. Some of the mortgage loans are
sometimes additionally secured by cash reserves or irrevocable letters of credit
that will be released upon satisfaction by the borrower of leasing-related or
other conditions, including, in some cases, achieving specified debt service
coverage ratios or loan-to-value ratios.
5. ADDITIONAL DEBT. Certain mortgage loans may have, or permit in the
future, certain additional subordinate debt, either secured or unsecured. It is
possible that BCRE or an affiliate will be the lender on that additional debt.
The combined debt service coverage and loan to value ratios may be below 1.20x
and above 80%, respectively, based on the existence of additional debt secured
by the real property collateral or directly or indirectly by equity interests in
the related borrower.
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6. LOAN APPROVAL. Prior to commitment and funding, all mortgage loans to be
originated by BCRE must be approved by a loan committee comprised of one or more
(depending on the loan size) senior real estate professionals from BCRE and must
be approved by representatives from the bank's credit department. The loan
committee may either approve a mortgage loan as recommended, request additional
due diligence, modify the loan terms, or decline a mortgage loan.
Servicing. BCRE currently contracts with third-party servicers for
servicing the mortgage loans that it originates or acquires. Third-party
servicers are assessed based upon the credit quality of the servicing
institution. Servicers may be reviewed for their systems and reporting
capabilities, collection procedures and ability to provide loan-level data. In
addition, BCRE may conduct background checks, meet with senior management to
determine whether the servicer complies with industry standards or otherwise
monitor the servicer on an ongoing basis. BCRE does not act as a servicer of the
mortgage loans in its securitizations.
THE SERVICERS
General. The parties primarily responsible for servicing the underlying
mortgage loans will be the master servicer and the special servicer. The
obligations of the master servicer and the special servicer are set forth in the
series 2006-C4 pooling and servicing agreement, and are described under "The
Series 2006-C4 Pooling and Servicing Agreement" below in this offering
prospectus. In addition, as permitted under the series 2006-C4 pooling and
servicing agreement, the master servicer and/or special servicer may delegate
their respective servicing obligations to one or more sub-servicers. With
respect to most of the underlying mortgage loans, the master servicer is
responsible for master servicing and primary servicing functions and the special
servicer is responsible for special servicing functions, however, with respect
to certain underlying mortgage loans or groups of underlying mortgage loans, in
each case aggregating less than 10% of the Initial Mortgage Pool Balance, for
which the master servicer or the special servicer, as the case may be, has
entered or will enter into a sub-servicing agreement, such servicer will be
responsible for overseeing the obligations of the related sub-servicer and
aggregating relating collections and reports with the remaining mortgage pool.
See "The Series 2006-C4 Pooling and Servicing Agreement--Sub-Servicers" in this
offering prospectus.
The Initial Master Servicer. Midland Loan Services, Inc. ("Midland") will
be the master servicer and in this capacity will be responsible for the master
servicing and administration of the mortgage loans pursuant to the pooling and
servicing agreement. Certain servicing and administrative functions will also be
provided by one or more primary servicers that previously serviced the mortgage
loans for the applicable loan seller.
Midland is a Delaware corporation and a wholly-owned subsidiary of PNC
Bank, National Association, one of the mortgage loan sellers. Midland is also an
affiliate of PNC Capital Markets LLC, one of the underwriters. Midland's
principal servicing office is located at 10851 Mastin Street, Building 82, Suite
300, Overland Park, Kansas 66210.
Midland is a real estate financial services company that provides loan
servicing, asset management and technology solutions for large pools of
commercial and multifamily real estate assets. Midland is approved as a master
servicer, special servicer and primary servicer for investment-grade commercial
and multifamily mortgage-backed securities by S&P, Moody's and Fitch. Midland
has received the highest rankings as a master, primary and special servicer from
both S&P and Fitch. S&P ranks Midland as "Strong" and Fitch ranks Midland as "1"
for each category. Midland is also a HUD/FHA-approved mortgagee and a Fannie
Mae-approved multifamily loan servicer.
Midland has adopted written policies and procedures relating to its various
servicing functions to maintain compliance with its servicing obligations and
the servicing standards under Midland's servicing agreements, including
procedures for managing delinquent loans. Midland has made certain changes to
its servicing policies, procedures and controls in the past three years, which
address, among other things, (i) Midland's conversion to its
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proprietary Enterprise!(R) Loan Management System as its central servicing and
investor reporting system; and (ii) an updated disaster recovery plan.
Midland will not have primary responsibility for custody services of
original documents evidencing the underlying mortgage loans. Midland may from
time to time have custody of certain of such documents as necessary for
servicing of particular underlying mortgage loans or otherwise. To the extent
that Midland has custody of any such documents for any such servicing purposes,
such documents will be maintained in a manner consistent with the Servicing
Standard.
No securitization transaction involving commercial or multifamily mortgage
loans in which Midland was acting as master servicer, primary servicer or
special servicer has experienced an event of default as a result of any action
or inaction of Midland as master servicer, primary servicer or special servicer,
as applicable, including as a result of Midland's failure to comply with the
applicable servicing criteria in connection with any securitization transaction.
Midland has made all advances required to be made by it under the servicing
agreements on the commercial and multifamily mortgage loans serviced by Midland
in securitization transactions.
From time-to-time Midland is a party to lawsuits and other legal
proceedings as part of its duties as a loan servicer (e.g., enforcement of loan
obligations) and/or arising in the ordinary course of business. Midland does not
believe that any such lawsuits or legal proceedings would, individually or in
the aggregate, have a material adverse effect on its business or its ability to
service loans pursuant to the series 2006-C4 pooling and servicing agreement.
Midland currently maintains an Internet-based investor reporting system,
CMBS Investor Insight(R), that contains performance information at the
portfolio, loan and property levels on the various commercial mortgage-backed
securities transactions that it services. Series 2006-C4 certificateholders,
prospective transferees of the series 2006-C4 certificates and other appropriate
parties may obtain access to CMBS Investor Insight(R) through Midland's website
at www.midlandls.com. Midland may require registration and execution of an
access agreement in connection with providing access to CMBS Investor
Insight(R).
As of March 31, 2006, Midland was servicing approximately 17,578 commercial
and multifamily mortgage loans with a principal balance of approximately $140.2
billion. The collateral for such loans is located in all 50 states, the District
of Columbia, Puerto Rico, Guam and Canada. Approximately 13,300 of such loans,
with a total principal balance of approximately $109.4 billion, pertain to
commercial and multifamily mortgage-backed securities. The related loan pools
include multifamily, office, retail, hospitality and other income-producing
properties.
Midland has been servicing mortgage loans in commercial mortgage-backed
securities transactions since 1992. The table below contains information on the
size and growth of the portfolio of commercial and multifamily mortgage loans in
commercial mortgaged-backed securities and other servicing transactions for
which Midland has acted as master and/or primary servicer from 2003 to 2005.
PORTFOLIO GROWTH - CALENDAR YEAR END
MASTER/PRIMARY (APPROXIMATE AMOUNTS IN BILLIONS)
------------------ ---------------------------------
2003 2004 2005
---- ---- ----
CMBS $60 $70 $104
Other 23 28 32
--- --- ----
TOTAL $83 $98 $136
Midland acted as servicer with respect to some or all of the mortgage loans
being contributed by its parent company, PNC Bank, National Association, prior
to their inclusion in the trust fund.
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The Initial Special Servicer. J.E. Robert Company, Inc. ("J.E. Robert"), a
Virginia corporation, will be appointed as the special servicer of all of the
underlying mortgage loans, and as such, will be responsible for servicing the
specially serviced mortgage loans and REO Properties in the trust fund. JER
Investors Trust Inc., an affiliate of J.E. Robert, is anticipated to be the
series 2006-C4 controlling class representative and the purchaser of certain of
the non-offered classes of the series 2006-C4 certificates. The principal
offices of J.E. Robert are located at 1650 Tysons Boulevard, Suite 1600, McLean,
Virginia, and its telephone number is (703) 714-8000. J.E. Robert, through its
subsidiaries, affiliates and joint ventures is involved in the real estate
investment, finance and management business and engages principally in:
o acquiring, developing, repositioning, managing and selling commercial
and multifamily real estate properties;
o equity and debt investments in, and recapitalizations of, operating
companies with significant real estate assets;
o investing in high-yielding real estate loans; and
o investing in, and managing as special servicer, unrated,
non-investment grade and investment grade securities issued pursuant
to commercial mortgage loan securitization transactions.
In the ordinary course of business for J.E. Robert and its affiliates, the
assets of J.E. Robert and its affiliates may, depending upon the particular
circumstances, including the nature and location of such assets, compete with
the mortgaged real properties securing the underlying mortgage loans for, among
other things, tenants, purchasers and financing.
J.E. Robert has substantial experience in working out mortgage loans and
has been engaged in investing and managing commercial real estate assets since
1981 and servicing commercial mortgage loan securitization assets since 1992.
J.E. Robert has a special servicer rating of "CSS1" from Fitch. J.E. Robert is
also on S&P's Select Servicer list as a U.S. Commercial Mortgage Special
Servicer and is ranked "STRONG" by S&P. The ratings of J.E. Robert as a special
servicer are based on an examination of many factors, including its financial
condition, management team, organizational structure and operating history.
The number of commercial mortgage loan securitizations serviced by J.E.
Robert has increased from 10 as of December 31, 2003 to 17 as of December 31,
2005. J.E. Robert acted as special servicer with respect to: (a) 10 commercial
mortgage loan securitizations containing over 250 mortgage loans as of December
31, 2003, with an aggregate outstanding principal balance in excess of $1.6
billion; (b) 13 commercial mortgage loan securitizations containing over 550
mortgage loans as of December 31, 2004, with an aggregate outstanding principal
balance in excess of $5.0 billion; and (c) 17 commercial mortgage loan
securitizations containing over 1,800 mortgage loans as of December 31, 2005,
with an aggregate outstanding principal balance in excess of $21.7 billion.
Since its inception in 1981 and through December 31, 2005, J.E. Robert as
special servicer has resolved over 1,780 mortgage loans, with an aggregate
principal balance of over $2.0 billion. Over the past three years, from 2003
through 2005, J.E. Robert in its capacity as special servicer has resolved over
$475 million of U.S. commercial and multifamily mortgage loans. As of December
31, 2005, J.E. Robert was administering approximately 15 assets as special
servicer with an outstanding principal balance of approximately $125 million.
Those commercial real estate assets include mortgage loans secured by the same
type of income producing properties as those securing the mortgage loans backing
the Certificates.
All of the specially serviced mortgage loans are serviced in accordance
with the applicable procedures set forth in the related pooling and servicing
agreement. Certain of the duties of the special servicer and the
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provisions of the series 2006-C4 pooling and servicing agreement regarding the
special servicer, including without limitation information regarding the rights
and obligations of the special servicer with respect to delinquencies, losses,
bankruptcies and recoveries and the ability of the special servicer to waive or
modify the terms of the underlying mortgage loans are set forth in this offering
prospectus under "The Series 2006-C4 Pooling and Servicing Agreement--General",
"--Overview of Servicing", "--Modifications, Waivers, Amendments and Consents"
and "--Realization Upon Defaulted Mortgage Loans." Certain terms of the series
2006-C4 pooling and servicing agreement regarding the special servicer's
removal, replacement, resignation or transfer and certain limitations on the
special servicer's liability are set forth in the accompanying base prospectus
under "Description of the Governing Documents--Certain Matters Regarding the
Master Servicer, the Special Servicer, the Manager and Us" and in this offering
prospectus under "The Series 2006-C4 Pooling and Servicing
Agreement--Replacement of the Special Servicer" and "--Rights Upon Event of
Default." J.E. Robert, in its capacity as special servicer, will service the
specially serviced mortgage loans in the series 2006-C4 securitization
transaction in accordance with the procedures set forth in the series 2006-C4
pooling and servicing agreement, in accordance with the mortgage loan documents
and applicable laws, and in each case, subject to the Servicing Standard. J.E.
Robert is not aware of any unique factors involved in servicing the mortgage
loans in the series 2006-C4 securitization transaction.
J.E. Robert has developed policies, procedures and processes regarding its
special servicing obligations in respect of commercial mortgage loans and the
underlying real properties, including managing delinquent loans and loans
subject to the bankruptcy of the borrower. These policies, procedures and
processes require that all actions taken by J.E. Robert as special servicer
comply with the requirements of the applicable pooling and servicing agreements.
During the past three years, there have been no material changes to J.E.
Robert's special servicing policies, procedures and processes. Included in these
policies, procedures and processes is the requirement that the special servicer
shall segregate and hold all funds collected and received in connection with the
operation of each REO property separate and apart from its own funds and general
assets and shall establish and maintain with respect to each REO property one or
more accounts held in trust for the benefit of the certificateholders (and the
holder of the related B note if in connection with an AB mortgage loan). In
accordance with the terms of the Pooling and Servicing Agreement this account or
accounts shall be an eligible account. The funds in this account or accounts
will not be commingled with the funds of J.E. Robert, or the funds of any of
J.E. Robert's other serviced assets that are not serviced pursuant to the
applicable pooling and servicing agreement.
J.E. Robert occasionally engages consultants to perform property
inspections and to provide surveillance on a property and its local market; it
currently does not have any plans to engage sub-servicers to perform on its
behalf any of its duties with respect to the series 2006-C4 securitization
transaction.
J.E. Robert does not believe that its financial condition will have any
adverse effect on the performance of its duties under the series 2006-C4 pooling
and servicing agreement and, accordingly, will not have any material impact on
the mortgage pool performance or the performance of the offered certificates.
J.E. Robert does not have any advancing obligations for principal and interest
with respect to the commercial mortgage loan securitizations as to which it acts
as special servicer. J.E. Robert is permitted to make servicing advances with
respect to the mortgage loans as to which it acts as special servicer, at its
option and in accordance with the terms of the applicable pooling and servicing
agreements. J.E. Robert has made all advances required to be made on commercial
mortgage loans serviced by it during the past three years and during the same
period has not defaulted in respect of any such advance obligations.
J.E. Robert will not have any primary custodial responsibility for original
documents evidencing the underlying mortgage loans. Under very limited
circumstances set forth in the series 2006-C4 pooling and servicing agreement,
J.E. Robert may have physical custody of certain documents such as promissory
notes as necessary for enforcement actions or sale transactions involving
particular mortgage loans or REO Property. To the extent that J.E. Robert has
custody of any such documents, such documents will be maintained in a manner
consistent with the Servicing Standard and J.E. Robert's policies, procedures
and processes.
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From time-to-time, J.E. Robert may become a party to lawsuits and other
legal proceedings arising in the ordinary course of business. J.E. Robert does
not believe that any such lawsuits or legal proceedings would, individually or
in aggregate, have a material adverse effect on its business or its ability to
serve as special servicer in this or any other transactions. There are currently
no legal proceedings pending and no legal proceedings known to be contemplated
by governmental authorities, against J.E. Robert, or of which any of its
property is the subject, that is material to the series 2006-C4
certificateholders.
J.E. Robert is not an affiliate of us, the sponsors, the issuing entity,
the master servicer, the trustee or any originator or mortgage loan seller
identified in this offering prospectus. There are no specific relationships
involving or relating to this transaction or the securitized mortgage loans
between J.E. Robert, on the one hand, and us, the sponsors or the issuing
entity, on the other hand. In addition, there are no business relationships,
agreements, arrangements, transactions or understandings that would have been
entered into outside the ordinary course of business or on terms other than
would be obtained in an arm's-length transaction with an unrelated third party,
apart from this transaction, between J.E. Robert, on the one hand, and us, the
sponsors or the issuing entity, on the other hand, that currently exist or that
existed during the past two years.
No securitization transaction involving commercial or multifamily mortgage
loans in which J.E. Robert was acting as special servicer has experienced an
event of default as a result of any action or inaction performed by J.E. Robert
as special servicer. In addition, there has been no previous disclosure of
material non-compliance with servicing criteria by J.E. Robert with respect to
any other securitization transaction involving commercial or multifamily
mortgage loans in which J.E. Robert was acting as special servicer.
The information set forth in this free writing prospectus concerning J.E.
Robert has been provided by J.E. Robert.
THE TRUSTEE
LaSalle Bank National Association, a national banking association
("LaSalle"), will act as trustee under the series 2006-C4 pooling and servicing
agreement, on behalf of the series 2006-C4 certificateholders. In addition,
LaSalle will act as custodian on behalf of the trustee. The trustee's corporate
trust office is located at 135 South LaSalle Street, Suite 1625, Chicago,
Illinois, 60603, Attention: Global Securities and Trust Services--Citigroup
Commercial Mortgage Trust 2006-C4 or at such other address as the trustee may
designate from time to time.
LaSalle is a national banking association formed under the federal laws of
the United States of America. Its parent company, LaSalle Bank Corporation, is
an indirect subsidiary of ABN AMRO Bank N.V., a Netherlands banking corporation.
LaSalle has extensive experience serving as trustee on securitizations of
commercial mortgage loans. Since 1994, LaSalle has served as trustee on over 640
commercial mortgage-backed security transactions involving assets similar to the
mortgage loans that we intend to include in the trust. As of April 30, 2006,
LaSalle's portfolio of commercial mortgage-backed security transactions for
which it currently serves as trustee numbers 425 with an outstanding certificate
balance of approximately $271.5 billion.
In its capacity as custodian, LaSalle will hold the mortgage loan files
exclusively for the use and benefit of the trust. The custodian will not have
any duty or obligation to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the mortgage loans
delivered to it to determine that the same are valid. The disposition of the
mortgage loan files will be governed by the series 2006-C4 pooling and servicing
agreement. LaSalle provides custodial services on over 1,000 residential,
commercial and asset-backed securitization transactions and maintains almost 2.5
million custodial files in its two vault locations in Elk Grove, Illinois and
Irvine, California. LaSalle's two vault locations can maintain a total of
approximately 6 million custody files. All custody files are segregated and
maintained in secure and fire resistant facilities in compliance with customary
industry standards. The vault construction complies with Fannie Mae/Ginnie Mae
guidelines applicable to document custodians. LaSalle maintains disaster
recovery protocols to ensure the preservation of
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custody files in the event of force majeure and maintains, in full force and
effect, such fidelity bonds and/or insurance policies as are customarily
maintained by banks which act as custodians. LaSalle uses unique tracking
numbers for each custody file to ensure segregation of collateral files and
proper filing of the contents therein and accurate file labeling is maintained
through a monthly reconciliation process. LaSalle uses a proprietary collateral
review system to track and monitor the receipt and movement internally or
externally of custody files and any release or reinstatement of collateral.
LaSalle and CGMRC are parties to a custodial agreement whereby LaSalle, for
consideration, provides custodial services to CGMRC for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for most of the
mortgage loans to be sold by CGMRC to us in connection with the series 2006-C4
securitization transaction. The terms of the custodial agreement are customary
for the commercial mortgage-backed securitization industry providing for the
delivery, receipt, review and safekeeping of mortgage loan files.
Using information set forth in this offering prospectus, the trustee will
develop the cashflow model for the trust. Based on the monthly mortgage loan
information provided by the master servicer, the trustee will calculate the
amount of principal and interest to be paid to each class of series 2006-C4
certificates on each distribution date. In accordance with the cashflow model
and based on the monthly mortgage loan information provided by the master
servicer, the trustee will perform distribution calculations, remit
distributions on the distribution date to series 2006-C4 certificateholders and
prepare a monthly statement to series 2006-C4 certificateholders detailing the
payments received and the activity on the mortgage loans during the related
collection period. In performing these obligations, the trustee will be able to
conclusively rely on the information provided to it by the master servicer, and
the trustee will not be required to recompute, recalculate or verify the
information provided to it by the master servicer.
There are no legal proceedings pending against LaSalle, or to which any
property of LaSalle is subject, that is material to the series 2006-C4
certificateholders, nor does LaSalle have actual knowledge of any proceedings of
this type contemplated by governmental authorities.
We, the master servicer, the special servicer and our and their respective
affiliates, may from time to time maintain and enter into other banking and
trustee relationships in the ordinary course of business with the trustee and
its affiliates. The trustee and any of its respective affiliates may hold series
2006-C4 certificates in their own names. In addition, for purposes of meeting
the legal requirements of some local jurisdictions, the trustee will have the
power to appoint a co-trustee or separate trustee of all or any part of the
trust assets. All rights, powers, duties and obligations conferred or imposed
upon the trustee will be conferred or imposed upon the trustee and the separate
trustee or co-trustee jointly, or in any jurisdiction in which the trustee is
incompetent or unqualified to perform some acts, singly upon the separate
trustee or co-trustee who will exercise and perform its rights, powers, duties
and obligations solely at the direction of the trustee.
In addition to having express duties under the series 2006-C4 pooling and
servicing agreement, the trustee, as a fiduciary, also has certain duties unique
to fiduciaries under applicable law. In general, the trustee will be subject to
certain federal laws and, because the series 2006-C4 pooling and servicing
agreement is governed by New York law, certain New York state laws. As a
national bank acting in a fiduciary capacity, the trustee will, in the
administration of its duties under the series 2006-C4 pooling and servicing
agreement, be subject to certain regulations promulgated by the Office of the
Comptroller of the Currency, specifically those set forth in Chapter 12, Part 9
of the Code of Federal Regulations. New York common law has required fiduciaries
of common law trusts formed in New York to perform their duties in accordance
with the "prudent person" standard, which, in this transaction, would require
the trustee to exercise such diligence and care in the administration of the
trust as a person of ordinary prudence would employ in managing his own
property. However, under New York common law, the application of this standard
of care can be restricted contractually to apply only after the occurrence of a
default. The series 2006-C4 pooling and servicing agreement provides that
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the trustee is subject to the prudent person standard only for so long as an
event of default has occurred and remains uncured.
AFFILIATIONS AND CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
We (the depositor), Citigroup Global Markets Realty Corp. (one of the
sponsors) and Citigroup Global Markets Inc. (one of the underwriters) are
affiliated with one another.
Barclays Capital Real Estate Inc. (one of the sponsors) and Barclays
Capital Inc. (one of the underwriters) are affiliated with one another.
PNC Bank, National Association (one of the sponsors), PNC Capital Markets
LLC (one of the underwriters) and Midland Loan Services, Inc. (the master
servicer) are affiliated with one another.
We, the sponsors, the master servicer, the special servicer and our and/or
their respective affiliates may from time to time maintain and enter into other
banking and trustee relationships in the ordinary course of business with the
trustee and its affiliates. See also "Transaction Participants--The Trustee" in
this offering prospectus.
LaSalle and CGMRC are parties to a custodial agreement whereby LaSalle, for
consideration, provides custodial services to CGMRC for certain commercial
mortgage loans originated or purchased by it. Pursuant to this custodial
agreement, LaSalle is currently providing custodial services for most of the
mortgage loans to be sold by CGMRC to us in connection with the series 2006-C4
securitization transaction. The terms of the custodial agreement are customary
for the commercial mortgage-backed securitization industry providing for the
delivery, receipt, review and safekeeping of mortgage loan files.
THE SERIES 2006-C4 POOLING AND SERVICING AGREEMENT
GENERAL
The parties to the series 2006-C4 pooling and servicing agreement will
consist of us, the trustee, the master servicer and the special servicer. The
series 2006-C4 pooling and servicing agreement will govern, among other things:
o the issuance of the series 2006-C4 certificates;
o the formation of the issuing entity;
o the transfer of the initial trust assets to the issuing entity;
o the retention of the trust assets on behalf of the series 2006-C4
certificateholders; and
o the servicing and administration of the underlying mortgage loans, as
well as the servicing and administration of (a) the Non-Trust Loans,
and (b) any REO Properties acquired by the special servicer on behalf
of the series 2006-C4 certificateholders and, if and when applicable,
the Non-Trust Loan Noteholders as a result of foreclosure or other
similar action.
The following summaries describe some of the material provisions of the
series 2006-C4 pooling and servicing agreement. In addition, see "Description of
the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and
Substitutions", "--Representations and Warranties; Repurchases and
Substitutions" and
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"Description of the Offered Certificates" in this offering prospectus and
"Description of the Governing Documents" in the accompanying base prospectus.
OVERVIEW OF SERVICING
The series 2006-C4 pooling and servicing agreement provides that the master
servicer and the special servicer must each service and administer the mortgage
loans and any REO Properties in the trust fund for which it is responsible,
directly or through sub-servicers, in accordance with--
o any and all applicable laws,
o the express terms of the series 2006-C4 pooling and servicing
agreement,
o the express terms of the subject mortgage loans and any and all
related intercreditor, co-lender and/or similar agreements, and
o to the extent consistent with the foregoing, the Servicing Standard.
In general, the master servicer will be responsible for the servicing and
administration of each underlying mortgage loan--
o as to which no Servicing Transfer Event has occurred, or
o that has been worked-out following a Servicing Transfer Event and as
to which no new Servicing Transfer Event has occurred.
The special servicer, on the other hand, will be responsible for the
servicing and administration of each underlying mortgage loan as to which a
Servicing Transfer Event has occurred and which has not yet become a worked-out
mortgage loan with respect to that Servicing Transfer Event. The special
servicer will also be responsible for the administration of each REO Property
acquired by the issuing entity.
Despite the foregoing, the series 2006-C4 pooling and servicing agreement
will require the master servicer to continue to receive information and prepare
all reports to the trustee required to be received or prepared with respect to
any specially serviced mortgage loans in the trust fund and, otherwise, to
render other incidental services with respect to any such specially serviced
mortgage loans. In addition, the special servicer will perform limited duties
and have certain approval rights regarding servicing actions with respect to
non-specially serviced mortgage loans in the trust fund. Neither the master
servicer nor the special servicer will have responsibility for the performance
by the other of its respective obligations and duties under the series 2006-C4
pooling and servicing agreement.
The master servicer will transfer servicing of an underlying mortgage loan
to the special servicer upon the occurrence of a Servicing Transfer Event with
respect to that mortgage loan. The special servicer will return the servicing of
that mortgage loan to the master servicer, and that mortgage loan will be
considered to have been worked-out, if and when all Servicing Transfer Events
with respect to that mortgage loan cease to exist in accordance with the
definition of "Servicing Transfer Event" in the glossary to this offering
prospectus.
In general, subject to the discussion under "--The Series 2006-C4
Controlling Class Representative and the Non-Trust Loan Noteholders" below, the
master servicer and/or, if a Servicing Transfer Event exists, the special
servicer will be responsible for servicing and administering each Loan
Combination under the series 2006-C4 pooling and servicing agreement and the
related co-lender or intercreditor agreement on behalf of the issuing entity, as
holder of the related underlying mortgage loan, and the related Non-Trust Loan
Noteholders generally as
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if the entire Loan Combination were a mortgage loan in the trust fund. A
Servicing Transfer Event with respect to any mortgage loan that is part of a
Loan Combination will generally result in a transfer of servicing of the entire
such Loan Combination to the special servicer.
SUB-SERVICERS
Some of the mortgage loans that we intend to include in the trust fund are
currently being serviced by third-party servicers that are entitled to and will
become sub-servicers of these loans on behalf of the master servicer. In
general, neither the trustee nor any other successor master servicer may
terminate the sub-servicing agreement for any of those sub-servicers without
cause.
Pursuant to the series 2006-C4 pooling and servicing agreement, the master
servicer and the special servicer may enter into sub-servicing agreements to
provide for the performance by third parties of any or all of their respective
obligations under the series 2006-C4 pooling and servicing agreement, provided
that in each case, the sub-servicing agreement: (i) is materially consistent
with the series 2006-C4 pooling and servicing agreement, requires the
sub-servicer to comply with all of the applicable conditions of the series
2006-C4 pooling and servicing agreement, and, provides for certain material
events of default with respect to the sub-servicer; (ii) provides that if the
master servicer or the special servicer, as the case may be, will for any reason
no longer act in such capacity under the series 2006-C4 pooling and servicing
agreement (including by reason of an Event of Default), the trustee or its
designee may assume all of the rights and, except to the extent they arose prior
to the date of assumption, obligations of the master servicer or the special
servicer, as the case may be, under such agreement or may terminate such
sub-servicing agreement without cause (except that the sub-servicing agreements
with any of certain designated sub-servicers may only be terminated for cause);
(iii) provides that the trustee, for the benefit of the series 2006-C4
certificateholders and, in the case of a sub-servicing agreement relating to a
Loan Combination, the related Non-Trust Loan Noteholder(s), shall each be a
third-party beneficiary under such agreement; (iv) permits any purchaser of an
underlying mortgage loan to terminate such agreement with respect to such
purchased mortgage loan at its option and without penalty; (v) does not permit
the sub-servicer to enter into or consent to certain modifications, extensions,
waivers or amendments or otherwise take certain actions on behalf of the master
servicer or the special servicer without the consent of the master servicer or
special servicer, as the case may be; and (vi) does not permit the sub-servicer
any direct rights of indemnification that may be satisfied out of assets of the
trust fund. In addition, pursuant to the series 2006-C4 pooling and servicing
agreement, each sub-servicing agreement entered into by the master servicer must
provide that such agreement shall, with respect to any underlying mortgage loan,
terminate at the time such underlying mortgage loan becomes a specially serviced
mortgage loan (or, alternatively, be subject to the special servicer's rights to
service such mortgage loan for so long as such mortgage loan continues to be a
specially serviced mortgage loan), and each sub-servicing agreement entered into
by the special servicer shall relate only to specially serviced mortgage loans
and shall terminate with respect to any such underlying mortgage loan which
ceases to be a specially serviced mortgage loan.
References in the series 2006-C4 pooling and servicing agreement, and under
this "The Series 2006-C4 Pooling and Servicing Agreement" section, to actions
taken or to be taken by the master servicer or the special servicer include
actions taken or to be taken by a sub-servicer on behalf of the master servicer
or the special servicer, as the case may be; and, in connection therewith, all
amounts advanced by any sub-servicer to satisfy the obligations of the master
servicer or the special servicer under the series 2006-C4 pooling and servicing
agreement to make P&I advances or servicing advances are deemed to have been
advanced by the master servicer or the special servicer, as the case may be, out
of its own funds and, accordingly, such advances will be recoverable by such
sub-servicer in the same manner and out of the same funds as if such
sub-servicer were the master servicer or the special servicer, as the case may
be. The series 2006-C4 pooling and servicing agreement provides that, for so
long as they are outstanding, advances under any sub-servicing agreement will
accrue interest at the rate set forth in the series 2006-C4 pooling and
servicing agreement, such interest to be allocable between the master servicer
or the special servicer, as the case may be, and such sub-servicer as they may
agree. For
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purposes of the series 2006-C4 pooling and servicing agreement, the master
servicer and the special servicer each will be deemed to have received any
payment when a sub-servicer retained by it receives such payment.
The series 2006-C4 pooling and servicing agreement requires the master
servicer and the special servicer, for the benefit of the trustee, of the series
2006-C4 certificateholders and, in the case of a Loan Combination, of the
related Non-Trust Loan Noteholder(s), to monitor the performance and enforce the
obligations of their respective sub-servicers under the related sub-servicing
agreements. Further, the series 2006-C4 pooling and servicing agreement provides
that, notwithstanding any sub-servicing agreement, the master servicer and the
special servicer remain obligated and liable to the trustee, the series 2006-C4
certificateholders and the Non-Trust Loan Noteholders for the performance of
their respective obligations and duties under the series 2006-C4 pooling and
servicing agreement as if each alone were servicing and administering the
subject mortgage loans and the master servicer and the special servicer will be
responsible (without right of reimbursement) for all compensation of each
sub-servicer retained by it.
SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES
The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities will be the
master servicing fee.
The master servicing fee will be earned with respect to each and every
mortgage loan in the trust fund, including:
o each specially serviced mortgage loan, if any;
o each mortgage loan, if any, as to which the corresponding mortgaged
real property has become an REO Property; and
o each mortgage loan, if any, that has been defeased.
In the case of each mortgage loan in the trust fund, the master servicing
fee will:
o be calculated on generally the same interest accrual basis (i.e., an
Actual/360 Basis or a 30/360 Basis) as is applicable to the accrual of
interest with respect to that mortgage loan;
o accrue at the related master servicing fee rate, which on a
loan-by-loan basis will range from 0.0300% per annum to 0.1300% per
annum;
o accrue on the same principal amount as interest accrues or is deemed
to accrue from time to time with respect to that mortgage loan; and
o be payable monthly from amounts received with respect to, or allocable
as recoveries of, interest on that mortgage loan or, following
liquidation of that mortgage loan and any related REO Property, from
general collections on the other mortgage loans and REO Properties in
the trust fund.
For purposes of this offering prospectus, master servicing fees include
primary servicing fees.
Subject to certain conditions, Midland is entitled, under the series
2006-C4 pooling and servicing agreement, to receive, or to assign or pledge to
any qualified institutional buyer or institutional accredited investor (other
than a Plan), an excess servicing strip, which is a portion of the master
servicing fee. If Midland resigns or is terminated as master servicer, it (or
its assignee) will continue to be entitled to receive the excess servicing strip
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and will be paid that excess servicing strip, except to the extent that any
portion of the excess servicing strip is needed to compensate any successor
master servicer for assuming the duties of Midland as master servicer under the
series 2006-C4 pooling and servicing agreement. We make no representation or
warranty regarding whether, following any resignation or termination of Midland
as master servicer, (a) any holder of the excess servicing strip would dispute
the trustee's determination that any portion of the excess servicing strip was
necessary to compensate a successor master servicer or (b) the ability of the
trustee to successfully recapture the excess servicing strip or any portion of
that strip from any holder of the excess servicing strip, in particular if that
holder were the subject of a bankruptcy or insolvency proceeding.
Master servicing fees payable with respect to the ShopKo Portfolio Loan
Combination will be payable out of collections on the entire such loan
combination. After the occurrence, and during the continuance, of a Wimbledon
Place Apartments Material Default, master servicing fees are payable with
respect to the Wimbledon Place Apartments Loan Combination out of collections on
the entire such loan combination.
Prepayment Interest Shortfalls. The series 2006-C4 pooling and servicing
agreement will provide that, if any Prepayment Interest Shortfall is incurred by
reason of a voluntary principal prepayment being made by a borrower with respect
to any of the underlying mortgage loans during any collection period (other than
out of insurance proceeds, condemnation proceeds or liquidation proceeds), then
the master servicer must make a non-reimbursable payment with respect to the
related distribution date in an amount equal to the lesser of:
o the amount of the subject Prepayment Interest Shortfall; and
o the sum of--
1. the master servicing fees (in each case calculated for this
purpose only at a rate of 0.01% per annum) received by the master
servicer during such collection period on the underlying mortgage
loans, and
2. all Prepayment Interest Excesses received by the master servicer
during such collection period on the underlying mortgage loans;
provided that if a Prepayment Interest Shortfall occurs as a result of the
master servicer's allowing the borrower to deviate from the terms of the related
loan documents regarding principal prepayments (other than (a) subsequent to a
material default under the related loan documents, (b) pursuant to applicable
law or court order or (c) at the request or with the consent of the special
servicer or the series 2006-C4 controlling class representative), then the
amount in clause 1. of the second bullet of this sentence will be replaced with
the sum of (x) all master servicing fees payable to the master servicer with
respect to the underlying mortgage loans for the subject collection period,
inclusive of any portion thereof payable to a third-party primary servicer and
inclusive of any excess servicing strip and (y) any investment income earned on
the related principal prepayment during such collection period while on deposit
in the master servicer's collection account.
No other master servicing compensation will be available to cover
Prepayment Interest Shortfalls.
Any payments made by the master servicer with respect to any distribution
date to cover Prepayment Interest Shortfalls will be included in the Total
Available P&I Funds for that distribution date, as described under "Description
of the Offered Certificates--Payments" in this offering prospectus. If the
amount of Prepayment Interest Shortfalls incurred with respect to the mortgage
pool during any collection period exceeds the total of any and all payments made
by the master servicer with respect to the related distribution date to cover
those Prepayment Interest Shortfalls, then the resulting Net Aggregate
Prepayment Interest Shortfall will be allocated among the respective
interest-bearing classes of the series 2006-C4 certificates, in reduction of the
interest
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payable thereon, as and to the extent described under "Description of the
Offered Certificates--Payments--Payments of Interest" in this offering
prospectus.
The master servicer will not cover any interest shortfalls similar to
Prepayment Interest Shortfalls that occur by reason of involuntary prepayments
made with insurance proceeds, condemnation proceeds and/or liquidation proceeds.
Principal Special Servicing Compensation. The principal compensation to be
paid to the special servicer with respect to its special servicing activities in
respect of the underlying mortgage loans will be:
o the special servicing fee;
o the workout fee; and
o the liquidation fee.
The Special Servicing Fee. The special servicing fee will be earned with
respect to any underlying mortgage loan:
o that is being specially serviced; or
o as to which the corresponding mortgaged real property has become an
REO Property.
In the case of each underlying mortgage loan that satisfies the criteria
described in the foregoing paragraph, the special servicing fee will:
o be calculated on generally the same interest accrual basis (i.e., an
Actual/360 Basis or a 30/360 Basis) as is applicable to the accrual of
interest with respect to that mortgage loan;
o accrue at a special servicing fee rate of 0.25% per annum;
o accrue on the same principal amount as interest accrues or is deemed
to accrue from time to time with respect to that mortgage loan; and
o generally be payable monthly from general collections on all the
mortgage loans and any REO Properties in the trust fund, that are on
deposit in the master servicer's collection account from time to time.
The Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each underlying mortgage loan as to which,
following a period of special servicing and resolution of all applicable
Servicing Transfer Events, servicing thereof has been returned to the master
servicer. The workout fee for any such underlying mortgage loan will generally
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
Post-ARD Additional Interest, and principal received on the subject mortgage
loan for so long as it remains a worked-out mortgage loan.
The workout fee with respect to any underlying mortgage loan referred to in
the prior paragraph will cease to be payable if a new Servicing Transfer Event
occurs with respect to that loan or if the related mortgaged real property
becomes an REO Property. However, a new workout fee would become payable if the
subject underlying mortgage loan again became a worked-out mortgage loan with
respect to that new Servicing Transfer Event.
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If the special servicer is terminated or resigns, then it will retain the
right to receive any and all workout fees payable with respect to mortgage loans
that were worked-out -- or, in some cases, about to be worked out -- by it
during the period that it acted as special servicer and as to which no new
Servicing Transfer Event had occurred as of the time of its termination or
resignation. The successor special servicer will not be entitled to any portion
of those 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 may
reduce amounts payable to the holders of the offered certificates.
The Liquidation Fee. Except as described in the next paragraph, the special
servicer will be entitled to receive a liquidation fee with respect to: (a) any
specially serviced mortgage loan in the trust fund (or any Qualified Substitute
Mortgage Loan delivered in replacement thereof by the related mortgage loan
seller), for which it obtains a full, partial or discounted payoff; and (b) any
specially serviced mortgage loan or REO Property in the trust fund (or any
Qualified Substitute Mortgage Loan delivered in replacement thereof by the
related mortgage loan seller), as to which it receives any liquidation proceeds,
sale proceeds or REO revenues, including any specially serviced mortgage loan
repurchased by the applicable mortgage loan seller outside of the required cure
period (as that cure period may be extended) as described under "Description of
the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and
Substitutions" and "--Representations and Warranties; Repurchases and
Substitutions" in this offering prospectus. As to each such specially serviced
mortgage loan and REO Property, the liquidation fee will generally be payable
from, and will be calculated by application of a liquidation fee rate of 1.0%
to, the portion of the related payment, proceeds or revenues allocable as a full
or partial recovery of principal, interest or expenses.
Despite anything to the contrary described in the prior paragraph, no
liquidation fee will be payable based on, or out of, Substitution Shortfall
Amounts or proceeds received in connection with:
o the repurchase of any mortgage loan in the trust fund by or on behalf
of a mortgage loan seller for a breach of representation or warranty
or for defective or deficient mortgage loan documentation, so long as
the repurchase occurs within the required cure period (as that cure
period may be extended), as described under "Description of the
Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and
Substitutions" and "--Representations and Warranties; Repurchases and
Substitutions" in this offering prospectus;
o the purchase of any Defaulted Mortgage Loan out of the trust fund by
the special servicer or the Majority Controlling Class
Certificateholder, as described under "--Fair Value Purchase Option"
below;
o the purchase of the ShopKo Portfolio Mortgage Loan by any of the
ShopKo Portfolio Non-Trust Loan Noteholders, pursuant to the purchase
option in the ShopKo Portfolio Co-Lender Agreement described under
"Description of the Mortgage Pool--The Loan Combinations--The ShopKo
Portfolio Loan Combination" in this offering prospectus, so long as
the purchase occurs within 90 days of the date that the purchase
option is first exercisable;
o the purchase of the Wimbledon Place Apartments Mortgage Loan by the
Wimbledon Place Apartments Non-Trust Loan Noteholder, pursuant to the
purchase option in the Wimbledon Place Apartments Intercreditor
Agreement described under "Description of the Mortgage Pool--The Loan
Combinations--The Wimbledon Place Apartments Loan Combination" in this
offering prospectus;
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o the purchase of any mortgage loan out of the trust fund by a related
mezzanine lender pursuant to any applicable intercreditor, co-lender
or similar agreement, in each case so long as the purchase occurs
within 90 days of the date that the purchase option is first
exercisable; or
o the purchase of all of the mortgage loans and REO Properties in the
trust fund by the special servicer or the Majority Controlling Class
Certificateholder in connection with the termination of the issuing
entity, all as described under "Description of the Offered
Certificates--Termination" in this offering prospectus.
Although liquidation fees are intended to provide the special servicer with
an incentive to better perform its duties, the payment of any liquidation fee
may reduce amounts payable to the holders of the offered certificates.
Any special servicing fees, workout fees and liquidation fees earned with
respect to the ShopKo Portfolio Loan Combination may be paid out of collections
on the entire such loan combination. After the occurrence, and during the
continuance, of a Wimbledon Place Apartments Material Default, special servicing
fees and, except in connection with a purchase of the Wimbledon Place Apartments
Mortgage Loan by the Wimbledon Place Apartments Non-Trust Loan Noteholder,
pursuant to the purchase option in the Wimbledon Place Apartments Intercreditor
Agreement, as described under "Description of the Mortgage Pool--The Loan
Combinations--The Wimbledon Place Apartments Loan Combination" in this offering
prospectus, workout fees and liquidation fees, earned with respect to the
Wimbledon Place Apartments Loan Combination may be paid out of collections on
the entire such loan combination.
Additional Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive any Prepayment
Interest Excesses collected with respect to the underlying mortgage loans.
In addition, the following items collected on any particular mortgage loan
in the trust fund will be allocated between the master servicer and the special
servicer as additional compensation in accordance with the series 2006-C4
pooling and servicing agreement:
o any late payment charges and Default Interest actually collected on
any particular mortgage loan in the trust fund, which late payment
charges and Default Interest are not otherwise applied to reimburse
the parties to the series 2006-C4 pooling and servicing agreement for,
or to offset, certain expenses of the issuing entity (including
interest on advances, special servicing fees, liquidation fees and
workout fees), each as provided in the series 2006-C4 pooling and
servicing agreement; and
o any modification fees, assumption fees, assumption application fees,
earnout fees, consent/waiver fees and other comparable transaction
fees and charges.
The master servicer will be authorized to invest or direct the investment
of funds held in its collection account, in the ShopKo Portfolio custodial
account, in the Wimbledon Place Apartments custodial agreement or in any escrow
and/or reserve account maintained by it, in Permitted Investments. See
"--Accounts" below and "Description of the Offered Certificates" in this
offering prospectus. The master servicer:
o will generally be entitled to retain any interest or other income
earned on those funds; and
o will generally be required to cover any losses of principal of those
investments from its own funds, to the extent those losses are
incurred with respect to investments made for that master servicer's
benefit.
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The master servicer will not be obligated, however, to cover any losses
resulting solely from the bankruptcy or insolvency of any depository institution
or trust company holding any of those accounts so long as those institutions or
trust companies meet certain eligibility requirements set forth in the series
2006-C4 pooling and servicing agreement.
The special servicer will be authorized to invest or direct the investment
of funds held in its REO account in Permitted Investments. See "--Accounts"
below. The special servicer:
o will be entitled to retain any interest or other income earned on
those funds; and
o will generally be required to cover any losses of principal of those
investments from its own funds.
The special servicer will not be obligated, however, to cover any losses
resulting solely from the bankruptcy or insolvency of any depository institution
or trust company holding its REO account so long as that institution or trust
company meets certain eligibility requirements set forth in the series 2006-C4
pooling and servicing agreement.
Payment of Expenses. Each of the master servicer and the special servicer
will be required to pay its overhead costs and any general and administrative
expenses incurred by it in connection with its servicing activities under the
series 2006-C4 pooling and servicing agreement. The master servicer and the
special servicer will not be entitled to reimbursement for these expenses except
as expressly provided in the series 2006-C4 pooling and servicing agreement.
The series 2006-C4 pooling and servicing agreement will permit the master
servicer to pay, and will permit the special servicer to direct the master
servicer to pay, some servicing expenses out of general collections on the
underlying mortgage loans and any REO Properties on deposit in the master
servicer's collection account, including, to the extent not advanced, for the
remediation of any adverse environmental circumstance or condition at any of the
mortgaged real properties. In addition, under the series 2006-C4 pooling and
servicing agreement, the master servicer will be permitted (or, in the case of a
specially serviced mortgage loan or an REO Property, if the special servicer
directs, the master servicer will be required) to pay directly out of the master
servicer's collection account some servicing expenses that, if advanced by the
master servicer, would not be recoverable from expected collections on the
related mortgage loan or REO Property. This is only to be done, however, when
the master servicer or the special servicer, as applicable, has determined in
accordance with the Servicing Standard that making the payment is in the best
interests of the series 2006-C4 certificateholders (and, in the case of a Loan
Combination, the related Non-Trust Loan Noteholders), as a collective whole. The
master servicer will be able to conclusively rely on any such determination made
by the special servicer.
TRUSTEE COMPENSATION
The trustee will be entitled to receive monthly, out of general collections
with respect to the mortgage pool on deposit in its distribution account, the
trustee fee. With respect to each distribute date, the trustee fee will equal
the aggregate of, with respect to each and every mortgage loan in the trust
fund, one month's interest accrued at 0.0009% per annum on the Stated Principal
Balance of the subject mortgage loan outstanding immediately prior to that
distribution date (calculated on the same interest accrual basis--i.e., an
Actual/360 Basis or a 30/360 Basis--as is applicable to the accrual of interest
with respect to the subject mortgage loan).
In addition, the trustee will be authorized to invest or direct the
investment of funds held in its distribution account, its Post-ARD Additional
Interest account, its floating rating account and its interest reserve account
in Permitted Investments. See "--Accounts" below. In general, the trustee will
be entitled to retain any interest or other income earned on those funds and
will be required to cover any investment losses from its own funds
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without any right to reimbursement. The trustee will not be obligated, however,
to cover any losses resulting from the bankruptcy or insolvency of any
depository institution or trust company holding the trustee's distribution
account, Post-ARD Additional Interest account or interest reserve account so
long as that institution or trust company meets certain eligibility requirements
set forth in the series 2006-C4 pooling and servicing agreement at the time of
the deposit.
ADVANCES
Servicing Advances. Any and all customary, reasonable and necessary
out-of-pocket costs and expenses incurred by or on behalf of the master
servicer, the special servicer or the trustee in connection with the servicing
of a mortgage loan in the trust fund or in connection with the administration of
any REO Property in the trust fund, will generally be servicing advances.
Servicing advances will be reimbursable from future payments and other
collections, including insurance proceeds, condemnation proceeds and liquidation
proceeds, received in connection with the related mortgage loan or REO Property.
The special servicer will generally be required to give the master servicer
not less than five business days' notice (or two business days' notice, if
required to be made on an emergency or urgent basis) with respect to servicing
advances to be made on a specially serviced mortgage loan or REO Property in the
trust fund, before the date on which the master servicer is required to make any
servicing advance with respect to that mortgage loan or REO Property. The
special servicer may, however, itself make servicing advances with respect to
special serviced mortgage loans and REO Properties.
If the master servicer is required under the series 2006-C4 pooling and
servicing agreement to make a servicing advance, but it does not do so within 15
days (or such shorter period as may be required to avoid foreclosure of liens
for delinquent real estate taxes or a lapse in insurance coverage) after the
servicing advance is required to be made, then the trustee will be required:
o if any of certain officers of the trustee has actual knowledge of the
failure, to give the master servicer notice of the failure; and
o if the failure continues for five more business days after such
notice, to make the servicing advance.
Despite the foregoing discussion or anything else to the contrary in this
offering prospectus, none of the master servicer, the special servicer or the
trustee will be obligated to make servicing advances that, in the judgment of
the party making the advance, or in the judgment of the special servicer (in the
case of a servicing advance by the master servicer or the trustee), would not be
ultimately recoverable (together with accrued and unpaid interest on the
advance) from expected collections on the related mortgage loan or REO Property.
The trustee may conclusively rely on the determination of the master servicer,
and the master servicer and the trustee, in the case of specially serviced
mortgage loans and REO Properties, must conclusively rely on the determination
of the special servicer, that any servicing advance is not recoverable from
expected collections on the related mortgage loan or REO Property. If the master
servicer, the special servicer or the trustee makes any servicing advance that
it subsequently determines, or that the special servicer determines (in the case
of servicing advances by the master servicer or the trustee), is not recoverable
(together with accrued and unpaid interest on the advance) from expected
collections on the related mortgage loan or REO Property, it may obtain
reimbursement for that advance, together with interest on that advance, out of
general collections on the underlying mortgage loans and any related REO
Properties that are on deposit in the master servicer's collection account from
time to time as more particularly described in this offering prospectus. See
"--Advances--Special Considerations Regarding Nonrecoverable Advances" below.
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Advances of Delinquent Monthly Debt Service Payments. The master servicer
will be required to make, for each distribution date, a total amount of advances
of principal and/or interest generally equal to all monthly debt service
payments--other than balloon payments--and assumed monthly debt service
payments, in each case net of related master servicing fees, that:
o were due or deemed due, as the case may be, with respect to the
underlying mortgage loans during the related collection period; and
o 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 exists with respect to any mortgage loan in the trust fund,
then the master servicer will reduce the interest portion, but not the principal
portion, of each monthly debt service advance that it must make with respect to
that mortgage loan during the period that the Appraisal Reduction Amount exists.
The interest portion of any monthly debt service advance required to be made
with respect to any such underlying mortgage loan as to which there exists an
Appraisal Reduction Amount, will equal:
o the amount of the interest portion of that advance of monthly debt
service payments that would otherwise be required to be made for the
subject distribution date without regard to this sentence and the
prior sentence; reduced (to not less than zero) by
o with respect to each class of series 2006-C4 certificates with
principal balances to which any portion of the subject Appraisal
Reduction Amount is allocated, one month's interest (calculated on a
30/360 Basis) on the portion of the subject Appraisal Reduction Amount
allocated to that class or REMIC II regular interest, as the case may
be, at the applicable pass-through rate.
Appraisal Reduction Amounts will be allocated to the respective classes of
the series 2006-C4 certificates with principal balances, in each case up to (but
without any reduction in) the related outstanding total principal balance
thereof, in the following order: first, to the P, O, N, M, L, K, J, H, G, F, E,
D, C, B, A-J and A-M classes, in that order, and then to the A-1, A-2, A-SB,
A-3, and A-1A classes, on a pro rata basis by balance.
With respect to any distribution date, the master servicer will be required
to make monthly debt service advances either out of its own funds or, subject to
the conditions set forth in the series 2006-C4 pooling and servicing agreement,
funds held in the master servicer's collection account that are not required to
be paid on the series 2006-C4 certificates.
If the master servicer fails to make a required advance and the trustee is
aware of that failure, the trustee will be obligated to make that advance. See
"Transaction Participants--The Trustee" in this offering prospectus.
The master servicer and the trustee will each be entitled to recover any
monthly debt service advance made by it out of its own funds with respect to any
underlying mortgage loan, together with interest thereon, from collections on
that mortgage loan. Neither the master servicer nor the trustee will be
obligated to make any monthly debt service advance with respect to any
underlying mortgage loan that, in its judgment, or in the judgment of the
special servicer, would not ultimately be recoverable (together with interest
thereon) out of collections on that mortgage loan. The trustee may conclusively
rely on any determination of nonrecoverability made by the master servicer, and
the master servicer and the trustee, in the case of a specially serviced
mortgage loans and REO Properties, must conclusively rely on any determination
of nonrecoverability made by the special servicer. If the master servicer or the
trustee makes any monthly debt service advance with respect to any underlying
mortgage loan that it or the special servicer subsequently determines will not
be recoverable (together with interest thereon) out of collections on that
mortgage loan, it may obtain reimbursement for that advance,
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together with interest accrued on the advance as described below, out of general
collections on the mortgage loans and any REO Properties in the trust fund on
deposit in the master servicer's collection account from time to time. See
"--Advances--Special Considerations Regarding Nonrecoverable Advances" below.
A monthly debt service payment will be assumed to be due with respect to:
o each underlying mortgage loan that is delinquent with respect to its
balloon payment beyond the end of the collection period in which its
maturity date occurs and as to which no arrangements have been agreed
to for the collection of the delinquent amounts, including an
extension of maturity; and
o each underlying mortgage loan as to which the corresponding mortgaged
real property has become an REO Property.
The assumed monthly debt service payment deemed due on any mortgage loan
described in the prior sentence that is delinquent as to its balloon payment,
will equal, for its maturity date and for each successive due date that it
remains outstanding and part of the trust fund, the monthly debt service payment
that would have been due on the mortgage loan on the relevant date if the
related balloon payment had not come due and the mortgage loan had, instead,
continued to amortize and accrue interest according to its terms in effect
immediately prior to, and without regard to the occurrence of, the subject
maturity date. The assumed monthly debt service payment deemed due on any
mortgage loan described in the second preceding sentence as to which the related
mortgaged real property has become an REO Property, will equal, for each due
date that the REO Property remains part of the trust fund, the monthly debt
service payment or, in the case of a mortgage loan delinquent with respect to
its balloon payment, the assumed monthly debt service payment that would have
been due or deemed due if the related mortgaged real property had not become an
REO Property. Assumed monthly debt service payments for an ARD Loan will not
include Post-ARD Additional Interest or accelerated amortization payments.
Neither the master servicer nor the trustee will be required to make any
monthly debt service advance with respect to any of the Non-Trust Mortgage
Loans. Neither the master servicer nor the trustee will be required to advance
Post-ARD Additional Interest, Default Interest.
Interest on Advances. The master servicer, the special servicer and the
trustee will be entitled to receive interest on advances made by them. That
interest will accrue on the amount of each advance, and compound annually,
generally for so long as the advance is outstanding, at an annual rate equal to
the prime rate as published in the "Money Rates" section of The Wall Street
Journal, as that prime rate may change from time to time. Interest accrued with
respect to any advance will generally be payable:
o first, out of any late payment charges and Default Interest collected
on the related underlying mortgage loan in the collection period in
which that advance was reimbursed; and
o then, after or at the same time that advance is reimbursed, but only
if and to the extent that the late payment charges and Default
Interest referred to in clause first above are insufficient to cover
the advance interest, out of any other amounts then on deposit in the
master servicer's collection account.
If any payment of interest on advances is paid out of general collections on the
mortgage pool as contemplated by the second bullet of the prior sentence, then
any late payment charges and Default Interest subsequently collected on the
underlying mortgage loan as to which those advances were made will be applied to
reimburse the issuing entity for that payment prior to being applied as
additional compensation to the master servicer or the special servicer.
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To the extent not offset by Default Interest and/or late payment charges
accrued and actually collected on the related underlying mortgage loan, interest
accrued on outstanding advances with respect to the underlying mortgage loans
will result in a reduction in amounts payable on one or more classes of the
series 2006-C4 certificates.
Special Considerations Regarding Nonrecoverable Advances. In making a
recoverability determination with respect to any advance in accordance with the
series 2006-C4 pooling and servicing agreement, the master servicer, the special
servicer and the trustee may consider, among other things, the obligations of
the borrower under the terms of the related mortgage loan as it may have been
modified, the condition of the related mortgaged real property, future expenses,
and the existence and amount of any outstanding advances on the subject
underlying mortgage loan, together with (to the extent accrued and unpaid)
interest on such advances, and the existence and amount of any nonrecoverable
advances in respect of other underlying mortgage loans, the reimbursement of
which is being deferred as contemplated in the next paragraph.
If the master servicer, the special servicer or the trustee reimburses
itself out of general collections on the mortgage pool for any advance that it
(or, if applicable, in the case of the master servicer and the trustee, that the
special servicer) has determined is not recoverable out of collections on the
related mortgage loan, then that advance (together with accrued interest
thereon) will be deemed, to the fullest extent permitted, to be reimbursed first
out of payments and other collections of principal on the underlying mortgage
loans otherwise distributable on the series 2006-C4 certificates on the related
distribution date (prior to being deemed reimbursed out of payments and other
collections of interest on the underlying mortgage loans otherwise distributable
on the series 2006-C4 certificates), thereby reducing the payments of principal
on the series 2006-C4 certificates. In addition, if payments and other
collections of principal on the mortgage pool are applied to reimburse, or pay
interest on, any advance that is determined to be nonrecoverable from
collections on the related underlying mortgage loan, as described in the prior
sentence, then that advance will be reimbursed, and/or interest thereon will be
paid, first out of payments or other collections of principal on the loan group
that includes the subject underlying mortgage loan as to which the advance was
made, and prior to using payments or other collections of principal on the other
loan group.
Notwithstanding the foregoing, upon a determination that a previously made
advance is not recoverable from expected collections on the related underlying
mortgage loan or REO Property in the trust fund, instead of obtaining
reimbursement out of general collections on the mortgage pool immediately, the
master servicer, the special servicer or the trustee, as applicable, may, in its
sole discretion, elect to obtain reimbursement for such nonrecoverable advance
(together with accrued and unpaid interest thereon) over a period of time (not
to exceed more than 12 months without the consent of the series 2006-C4
controlling class representative) and the unreimbursed portion of such advance
will accrue interest at the prime rate described under "--Advances--Interest on
Advances" above. At any time after such a determination to obtain reimbursement
over time in accordance with the preceding sentence, the master servicer, the
special servicer or the trustee, as applicable, may, in its sole discretion,
decide to obtain reimbursement from general collections on the mortgage pool
immediately. The fact that a decision to recover a nonrecoverable advance over
time, or not to do so, benefits some classes of series 2006-C4
certificateholders to the detriment of other classes of series 2006-C4
certificateholders will not, with respect to the master servicer or special
servicer, constitute a violation of the Servicing Standard or, with respect to
the trustee, constitute a violation of any fiduciary duty to the series 2006-C4
certificateholders and/or contractual duty under the series 2006-C4 pooling and
servicing agreement. In the event that the master servicer, the special servicer
or the trustee, as applicable, elects not to recover such nonrecoverable
advances over time, the master servicer or the trustee, as applicable, will be
required to give Fitch and Moody's at least 15 days' notice prior to any such
reimbursement, unless the master servicer, the special servicer or the trustee,
as applicable, makes a determination not to give such notices in accordance with
the terms of the series 2006-C4 pooling and servicing agreement.
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THE SERIES 2006-C4 CONTROLLING CLASS REPRESENTATIVE AND THE NON-TRUST LOAN
NOTEHOLDERS
Series 2006-C4 Controlling Class. As of any date of determination, the
controlling class of series 2006-C4 certificateholders will be the holders of
the most subordinate class of series 2006-C4 certificates then outstanding,
other than the class X, Y and R certificates, that has a total principal balance
that is greater than 25% of that class's original total principal balance.
However, if no class of series 2006-C4 certificates, exclusive of the class X, Y
and R certificates, has a total principal balance that satisfies this
requirement, then the controlling class of series 2006-C4 certificateholders
will be the holders of the most subordinate class of series 2006-C4 certificates
then outstanding, other than the class X, Y and R certificates, that has a total
principal balance greater than zero. For purposes of determining, and exercising
the rights of, the series 2006-C4 controlling class, the class A-1, A-2, A-SB,
A-3 and A-1A certificates will represent a single class.
Selection of the Series 2006-C4 Controlling Class Representative. The
series 2006-C4 controlling class certificateholders entitled to a majority of
the voting rights allocated to the series 2006-C4 controlling class, will be
entitled to:
o select a representative having the rights and powers described under
"--The Series 2006-C4 Controlling Class Representative and the
Non-Trust Loan Noteholders--Rights and Powers of the Series 2006-C4
Controlling Class Representative and the Non-Trust Loan Noteholders"
below and elsewhere in this offering prospectus; or
o replace an existing series 2006-C4 controlling class representative.
The trustee will be required to notify promptly all the certificateholders
of the series 2006-C4 controlling class that they may select a series 2006-C4
controlling class representative upon:
o the receipt by the trustee of written requests for the selection of a
successor series 2006-C4 controlling class representative from series
2006-C4 certificateholders entitled to a majority of the voting rights
allocated to the series 2006-C4 controlling class;
o the resignation or removal of the person acting as series 2006-C4
controlling class representative; or
o a determination by the trustee that the series 2006-C4 controlling
class has changed.
The notice will explain the process for selecting a series 2006-C4 controlling
class representative. The appointment of any person (other than the initial
series 2006-C4 controlling class representative) as a series 2006-C4 controlling
class representative will not be effective until that person provides the
trustee and the master servicer with:
1. written confirmation of its acceptance of its appointment;
2. an address and telecopy number for the delivery of notices and other
correspondence; and
3. a list of officers or employees of the person with whom the parties to
the series 2006-C4 pooling and servicing agreement may deal, including
their names, titles, work addresses and telecopy numbers.
Resignation and Removal of the Series 2006-C4 Controlling Class
Representative. The series 2006-C4 controlling class representative may at any
time resign by giving written notice to the trustee and each certificateholder
of the series 2006-C4 controlling class. The certificateholders entitled to a
majority of the voting
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rights allocated to the series 2006-C4 controlling class, will be entitled to
remove any existing series 2006-C4 controlling class representative by giving
written notice to the trustee and to the existing series 2006-C4 controlling
class representative.
Rights and Powers of the Series 2006-C4 Controlling Class Representative
and the Non-Trust Loan Noteholders. The special servicer will be required to
prepare a report, referred to as an "Asset Status Report", for each mortgage
loan in the trust fund that becomes a specially serviced mortgage loan, not
later than 30 days after the servicing of the mortgage loan is transferred to
the special servicer. Each Asset Status Report is to include, among other
things, a summary of the status of the subject specially serviced mortgage loan
and negotiations with the related borrower and a summary of the special
servicer's recommended action with respect to the subject specially serviced
mortgage loan. The preparation, revision and/or modification of any Asset Status
Report will be subject to the rights of the applicable Loan-Specific Controlling
Party to object to and/or direct various servicing actions with respect to the
subject underlying mortgage loan. Each Asset Status Report will be delivered to
the series 2006-C4 controlling class representative, the ShopKo Portfolio
Non-Trust Loan Noteholders (but only if the ShopKo Portfolio Loan Combination is
involved) and the Wimbledon Place Apartments Non-Trust Noteholder (but only if
the Wimbledon Place Apartments Loan Combination is involved), among others, by
the special servicer.
The special servicer will have the authority to meet with the borrower
under any specially serviced mortgage loan in the trust fund and take such
actions consistent with the Servicing Standard, the terms of the series 2006-C4
pooling and servicing agreement and the related Asset Status Report. The special
servicer may not take any action inconsistent with the related Asset Status
Report unless that action would be required in order to act in accordance with
the Servicing Standard.
No direction of any Loan-Specific Controlling Party in connection with any
Asset Status Report may (a) require or cause the master servicer or the special
servicer to violate the terms of the subject mortgage loan, applicable law or
any provision of the series 2006-C4 pooling and servicing agreement, including
the master servicer's or the special servicer's, as the case may be, obligation
to act in accordance with the Servicing Standard and to maintain the REMIC
status of any REMIC created under the series 2006-C4 pooling and servicing
agreement, (b) result in the imposition of a "prohibited transaction" or
"prohibited contribution" tax under the REMIC provisions of the Internal Revenue
Code, or (c) expand the scope of the master servicer's, trustee's or special
servicer's responsibilities under the series 2006-C4 pooling and servicing
agreement.
The "Loan-Specific Controlling Party" will be: (a) in the case of the
ShopKo Portfolio Loan Combination, the holders (or representatives of holders)
of promissory notes representing more than 50% of total principal balance of the
entire ShopKo Portfolio Loan Combination; and (b) in the case of all other
underlying mortgage loans, the series 2006-C4 controlling class representative.
For the purposes of clause (a) of the preceding sentence, the series 2006-C4
pooling and servicing agreement will designate the series 2006-C4 controlling
class representative as the representative of the issuing entity, as holder of
the promissory notes for the ShopKo Portfolio Mortgage Loan.
In addition, except in the case of the ShopKo Portfolio Loan Combination,
the series 2006-C4 controlling class representative will generally be entitled
to advise the special servicer with respect to the following actions of the
special servicer, and the special servicer will not be permitted to take (and
may not consent to the master servicer's taking) any of the following actions as
to which the series 2006-C4 controlling class representative has objected in
writing within ten business days of having been notified in writing of the
particular action and receiving the information reasonably necessary to make an
informed decision with respect thereto:
1. any foreclosure upon or comparable conversion, which may include
acquisitions of an REO Property, of the ownership of any mortgaged
real properties securing those specially serviced mortgage loans in
the trust fund as come into and continue in default;
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2. any modification of a monetary term (other than late payment charge
and Default Interest provisions) of an underlying mortgage loan, but
excluding a modification consisting of the extension of the maturity
date of the subject mortgage loan for one year or less;
3. any proposed sale of an REO Property out of the trust fund (other than
in connection with the termination of the issuing entity) for less
than the related Purchase Price;
4. any determination to bring an REO Property held by the issuing entity
into compliance with applicable environmental laws or to otherwise
address hazardous materials located at such REO Property;
5. any release of collateral, or acceptance of substitute or additional
collateral, for an underlying mortgage loan unless required by the
related mortgage loan documents and/or applicable law;
6. any waiver of a "due-on-sale" clause or "due-on-encumbrance" clause;
and
7. any acceptance of an assumption agreement releasing a borrower from
liability under an underlying mortgage loan (other than in connection
with a defeasance permitted under the terms of the applicable mortgage
loan documents);
provided that, if the special servicer determines that immediate action is
necessary to protect the interests of the series 2006-C4 certificateholders (as
a collective whole), then the special servicer may take (or consent to the
master servicer's taking) any such action without waiting for the instruction of
the series 2006-C4 controlling class representative.
With respect to the ShopKo Portfolio Loan Combination, the special servicer
will, in general, not be permitted to take, or consent to the master servicer's
taking, any of the following actions, among others, under the series 2006-C4
pooling and servicing agreement with respect to the ShopKo Portfolio Loan
Combination, as to which the applicable Loan-Specific Controlling Party has
objected within 30 business days of having been notified thereof in writing and
receiving the information reasonably necessary to make an informed decision with
respect thereto:
o any foreclosure upon or comparable conversion (which may include
acquisitions of an REO Property) of the ownership of the related
mortgaged real properties following a default,
o any modification, extension, amendment or waiver of a monetary term
(including the timing of payments, but excluding the waiver of default
charges) or any material non monetary term (including any material
term relating to insurance) of a specially serviced mortgage loan in
ShopKo Portfolio Loan Combination,
o any proposed sale of an REO Property for less than the outstanding
principal balance of, together with accrued interest on, the ShopKo
Portfolio Loan Combination,
o any acceptance of a discounted payoff with respect to a specially
serviced mortgage loan,
o any determination to bring a ShopKo Portfolio Mortgaged Property
securing a specially serviced mortgage loan in the ShopKo Portfolio
Loan Combination or a related REO Property into compliance with
applicable environmental laws or to otherwise address hazardous
materials located at a ShopKo Portfolio Mortgaged Property securing a
specially serviced mortgage loan in the ShopKo Portfolio Loan
Combination or a related REO Property,
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o any release of collateral for a mortgage loan in the ShopKo Portfolio
Loan Combination, other than in accordance with the terms of, or upon
satisfaction of, such mortgage loan,
o any acceptance of substitute or additional collateral for the mortgage
loans in the ShopKo Portfolio Loan Combination, other than in
accordance with the terms of such mortgage loan,
o any waiver of a "due on sale" or "due on encumbrance" clause with
respect to any mortgage loan in the ShopKo Portfolio Loan Combination,
o any acceptance of an assumption agreement releasing a borrower from
liability under any mortgage loan in the ShopKo Portfolio Loan
Combination,
o any adoption or approval of a plan in bankruptcy of a related
borrower,
o any replacement of the property manager or, if applicable, the
franchise in respect of a ShopKo Portfolio Mortgaged Property, if
lender approval is required by the loan documents,
o any release, waiver or reduction of the amounts of escrows or reserves
held in conjunction with the mortgage loans in the ShopKo Portfolio
Loan Combination not expressly required by the terms of the loan
documents or under applicable law,
o any renewal or replacement of the then existing insurance policies to
the extent that the renewal or replacement policy does not comply with
the terms of the loan documents or any material waiver, modification
or amendment of any material insurance requirements under the loan
documents, in each case if lender's approval is required by the loan
documents, and
o any approval of a material capital expenditure, if lender's approval
is required by the loan documents;
provided that, if the special servicer determines that immediate action is
necessary to protect the interests of the series 2006-C4 certificateholders and
the ShopKo Portfolio Non-Trust Loan Noteholders, as a collective whole, then the
special servicer may take any such action without waiting for the response of
the applicable Loan-Specific Controlling Party.
Furthermore, the applicable Loan-Specific Controlling Party may direct the
special servicer to take, or to refrain from taking, such other actions with
respect to any underlying mortgage loan as the applicable Loan-Specific
Controlling Party may deem advisable or as to which provision is otherwise made
in the series 2006-C4 pooling and servicing agreement; provided that,
notwithstanding anything herein to the contrary no such direction, and no
objection contemplated by any of the other preceding paragraphs, may (and the
special servicer or the master servicer must disregard any such direction or
objection that would) require or cause the special servicer or the master
servicer to violate any applicable law, any provision of the series 2006-C4
pooling and servicing agreement or any underlying mortgage loan or the REMIC
provisions of the Internal Revenue Code, including the special servicer's or the
master servicer's obligation to act in accordance with the Servicing Standard,
or materially expand the scope of the special servicer's or the master
servicer's responsibilities under the series 2006-C4 pooling and servicing
agreement or cause the special servicer or the master servicer to act, or fail
to act, in a manner which in the reasonable judgment of the special servicer or
the master servicer, as the case may be, is not in the best interests of the
series 2006-C4 certificateholders and, if applicable, the related Non-Trust Loan
Noteholders.
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When reviewing the rest of this "The Series 2006-C4 Pooling and Servicing
Agreement" section, it is important that you consider the effects that the
rights and powers of the applicable Loan-Specific Controlling Party discussed
above could have on the actions of the special servicer.
Certain Liability Matters. In general, any and all expenses of the series
2006-C4 controlling class representative are to be borne by the holders of the
series 2006-C4 controlling class in proportion to their respective percentage
interests in the series 2006-C4 controlling class, and not by the issuing
entity. However, if a claim is made against the series 2006-C4 controlling class
representative by a borrower with respect to the series 2006-C4 pooling and
servicing agreement or any particular underlying mortgage loan, then (subject to
the discussion under "Description of the Governing Documents--Matters Regarding
the Master Servicer, the Special Servicer, the Manager and Us" in the
accompanying base prospectus) the special servicer (on behalf of, and at the
expense of, the issuing entity) will assume the defense of the claim against the
series 2006-C4 controlling class representative, but only if in the sole
judgment of the special servicer--
1. the series 2006-C4 controlling class representative acted in good
faith, without negligence or willful misfeasance, with regard to the
particular matter at issue, and
2. there is no potential for the special servicer or the issuing entity
to be an adverse party in the action as regards the series 2006-C4
controlling class representative.
The series 2006-C4 controlling class representative may have special
relationships and interests that conflict with those of the holders of one or
more classes of the offered certificates. In addition, the series 2006-C4
controlling class representative does not have any duties or liability to the
holders of any class of series 2006-C4 certificates other than the series
2006-C4 controlling class. It may act solely in the interests of the
certificateholders of the series 2006-C4 controlling class and will have no
liability to any other series 2006-C4 certificateholders for having done so. No
series 2006-C4 certificateholder may take any action against the series 2006-C4
controlling class representative for its having acted solely in the interests of
the certificateholders of the series 2006-C4 controlling class.
The Wimbledon Place Apartments Non-Trust Loan Noteholder may exercise
certain approval rights relating to a deferral, modification, supplement or
waiver of the Wimbledon Place Apartments Mortgage Loan or the Wimbledon Place
Apartments Non-Trust Loan that materially and adversely affects the Wimbledon
Place Apartments Non-Trust Loan Noteholder prior to the expiration of the
repurchase period described under "Description of the Mortgage Pool--The Loan
Combinations--The Wimbledon Place Apartments Loan Combination" in this offering
prospectus.
Additional Rights of the Non-Trust Loan Noteholders; Right to Purchase. For
a discussion of the right of any related Non-Trust Loan Noteholder to purchase
the ShopKo Portfolio Mortgage Loan or the Wimbledon Place Apartments Mortgage
Loan, as applicable, see "Description of the Mortgage Pool--The Loan
Combinations" in this offering prospectus.
REPLACEMENT OF THE SPECIAL SERVICER
Series 2006-C4 certificateholders entitled to a majority of the voting
rights allocated to the series 2006-C4 controlling class may terminate an
existing special servicer and appoint a successor. However, any such termination
of an existing special servicer and/or appointment of a successor special
servicer will be subject to, among other things, receipt by the trustee of:
1. written confirmation from each of Fitch and Moody's that the
appointment will not result in a qualification, downgrade or
withdrawal of any of the ratings then assigned by the rating agency to
any class of the series 2006-C4 certificates (provided that such
confirmation need not be obtained from Fitch if the proposed successor
special servicer is rated at least "CSS2" by Fitch);
137
2. the written agreement of the proposed special servicer to be bound by
the terms and conditions of the series 2006-C4 pooling and servicing
agreement, together with an opinion of counsel regarding, among other
things, the enforceability of the series 2006-C4 pooling and servicing
agreement against the proposed special servicer.
Subject to the foregoing, any series 2006-C4 certificateholder or any
affiliate of a series 2006-C4 certificateholder may be appointed as special
servicer.
If the special servicer is terminated or replaced or resigns, the outgoing
special servicer will be required to cooperate with the trustee and the
replacement special servicer in effecting the termination of the outgoing
special servicer's responsibilities and rights under the series 2006-C4 pooling
and servicing agreement, including the transfer within two business days to the
replacement special servicer for administration by it of all cash amounts that
are at the time credited or should have been credited by the outgoing special
servicer to a custodial account, a servicing account, a reserve account or an
REO account or should have been delivered to the master servicer or that are
thereafter received with respect to specially serviced mortgage loans and
administered REO Properties. The trustee is required to notify the other parties
to the series 2006-C4 pooling and servicing agreement and the series 2006-C4
certificateholders of any termination of the special servicer and appointment of
a new special servicer.
Any costs and expenses incurred in connection with the removal of a special
servicer (without cause) and the appointment of a successor thereto, as
described above, that are not paid by the replacement special servicer will be
payable by the holders or beneficial owners entitled to a majority of the voting
rights allocated to the series 2006-C4 controlling class. Any costs and expenses
incurred in connection with the removal of a special servicer (with cause) and
the appointment of a successor thereto, as described above, will be payable by
the terminated special servicer and, if not paid by the terminated special
servicer, will constitute an Additional Trust Fund Expense. Furthermore, the
terminated special servicer will be entitled to all amounts due and payable to
it under the series 2006-C4 pooling and servicing agreement at the time of the
termination (including workout fees as described under "--Servicing and Other
Compensation and Payment of Expenses--Principal Special Servicing
Compensation--The Workout Fee" above).
Notwithstanding the foregoing, the holders (or representatives of holders)
of promissory notes representing more than 50% of the total principal balance of
the ShopKo Portfolio Non-Trust Loans may terminate an existing special servicer
with respect to, but solely with respect to, the ShopKo Portfolio Loan
Combination, with or without cause, and appoint a successor to any special
servicer with respect to, but solely with respect to, the ShopKo Portfolio Loan
Combination that has resigned or been terminated, subject to receipt by the
trustee of the items described in clauses (1) and (2) of the first paragraph
under this "--Replacement of Special Servicer" section, and the majority holders
of the series 2006-C4 controlling class certificates cannot terminate without a
special servicer appointed by the holders (or representatives of holders) of
promissory notes representing more than 50% of the total principal balance of
the ShopKo Portfolio Non-Trust Loans with respect to the ShopKo Portfolio Loan
Combination.
If the special servicer for the ShopKo Portfolio Loan Combination is
different from the special servicer for the rest of the mortgage loans serviced
under the series 2006-C4 pooling and servicing agreement, then (unless the
context indicates otherwise) all references to the special servicer in this
offering prospectus and the accompanying base prospectus are intended to mean
the applicable special servicer or both special servicers together, as
appropriate in light of the circumstances.
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BENEFICIAL OWNERS OF THE CONTROLLING CLASS OF SERIES 2006-C4 CERTIFICATES
If the certificates of the series 2006-C4 controlling class are held in
book-entry form, then any beneficial owner of those certificates whose identity
and beneficial ownership interest has been proven to the satisfaction of the
trustee, will be entitled to:
o receive all notices described under "--The Series 2006-C4 Controlling
Class Representative and the Non-Trust Loan Noteholders" and/or
"--Replacement of the Special Servicer" above; and
o exercise directly all rights described under "--The Series 2006-C4
Controlling Class Representative and the Non-Trust Loan Noteholders"
and/or "--Replacement of the Special Servicer" above,
that it otherwise would if it were the registered holder of certificates of the
subject class.
Beneficial owners of series 2006-C4 controlling class certificates held in
book-entry form will likewise be subject to the same limitations on rights and
the same obligations as they otherwise would if they were registered holders of
certificates of the subject class.
ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS
Upon receipt of any request for a waiver in respect of a due-on-sale
(including, without limitation, a sale of a mortgaged real property (in full or
in part) or a sale, transfer, pledge or hypothecation of direct or indirect
interests in a borrower or its owners) or due-on-encumbrance (including, without
limitation, any mezzanine financing of a borrower or a mortgaged real property
or a sale or transfer of preferred equity in a borrower or its owners) provision
with respect to any of the underlying mortgage loans or a request by a borrower
for a determination with respect to an underlying mortgage loan which by its
terms permits transfer, assumption or further encumbrance without lender consent
upon the satisfaction of certain conditions, that such conditions have been
satisfied, the master servicer or, in the case of specially serviced mortgage
loans, the special servicer, as applicable, must analyze that request, prepare
all written materials in connection with such analysis and, if it approves such
request, close the related transaction, subject to the consent rights of the
applicable Loan-Specific Controlling Party, and any applicable intercreditor,
co-lender or similar agreement; provided that the master servicer may not waive
any due-on-sale or due-on-encumbrance provision or consent to any assumption
without the consent of the special servicer. With respect to all mortgage loans
in the trust fund, the special servicer, on behalf of the trustee as the
mortgagee of record, must, to the extent permitted by applicable law, enforce
the restrictions contained in the related mortgage instrument on transfers or
further encumbrances of the related mortgaged real property and on transfers of
interests in the related borrower, unless the master servicer (with the consent
of the special servicer) or the special servicer, as the case may be, has
determined, consistent with the Servicing Standard, that waiver of those
restrictions would be in accordance with the Servicing Standard. Neither the
master servicer nor the special servicer may exercise any waiver in respect of a
due-on-encumbrance provision of any of the underlying mortgage loans with
respect to which (a) the aggregate of the Stated Principal Balance of that
mortgage loan and the Stated Principal Balance of all other underlying mortgage
loans that are cross-collateralized with, cross-defaulted with or have been made
to borrowers affiliated with the borrower on the subject mortgage loan, is equal
to or in excess of $20,000,000, (b) the aggregate of the Stated Principal
Balance of the subject mortgage loan and the Stated Principal Balance of all
other underlying mortgage loans that are cross-collateralized with,
cross-defaulted with or have been made to borrowers affiliated with the borrower
on the subject mortgage loan, are greater than 5% of the aggregate Stated
Principal Balance of all the underlying mortgage loans or (c) the subject
mortgage loan is one of the ten largest mortgage loans in the trust fund as of
the date of the waiver (by Stated Principal Balance), without receiving prior
written confirmation from each of Fitch and Moody's that such action would not
result in a downgrading, qualification or withdrawal of the ratings then
assigned by that rating agency to the series 2006-C4 certificates. In addition,
neither the master servicer (in the
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circumstances specified in the series 2006-C4 pooling and servicing agreement)
nor the special servicer may exercise any waiver in respect of a due-on-sale
provision of any of the underlying mortgage loans with respect to which (a) the
aggregate of the Stated Principal Balance of the subject mortgage loan and the
Stated Principal Balance of all other underlying mortgage loans that are
cross-collateralized with, cross-defaulted with or have been made to borrowers
affiliated with the borrower on the subject mortgage loan, is equal to or in
excess of $35,000,000 (or $20,000,000 with respect to Moody's), (b) the
aggregate of the Stated Principal Balance of the subject mortgage loan and the
Stated Principal Balance of all other underlying mortgage loans in the trust
fund that are cross-collateralized with, cross-defaulted with or have been made
to borrowers affiliated with the borrower on the subject mortgage loan, are
greater than 5% of the aggregate Stated Principal Balance of all the underlying
mortgage loans or (c) the subject mortgage loan is one of the ten largest
mortgage loans in the trust fund as of the date of the waiver (by Stated
Principal Balance), without receiving prior written confirmation from each of
Fitch and Moody's that such action would not result in a downgrading,
qualification or withdrawal of the ratings then assigned by that rating agency
to the series 2006-C4 certificates; provided that, if the subject mortgage loan
does not meet the criteria set forth in clauses (a), (b) and (c) of this
sentence, the master servicer (in the circumstances specified in the series
2006-C4 pooling and servicing agreement and with the consent of the special
servicer) or the special servicer, as the case may be, may waive such
requirement without approval by Fitch or Moody's in accordance with the
Servicing Standard. Any fees charged by the rating agencies in connection with
obtaining any written confirmation contemplated in the two preceding sentences
will be charged to the borrower unless prohibited by the related mortgage loan
documents, in which case such fees will be Additional Trust Fund Expenses. If
the special servicer, in accordance with the Servicing Standard, determines with
respect to any underlying mortgage loan that by its terms permits transfer,
assumption or further encumbrance of that mortgage loan or the related mortgaged
real property, as applicable, without lender consent upon the satisfaction of
certain conditions, that such conditions have not been satisfied, then the
master servicer may not permit such transfer, assumption or further encumbrance.
As used in this paragraph, the terms "sale", "transfer" and "encumbrance"
include the matters contemplated by the parentheticals in the first sentence of
this paragraph.
Notwithstanding the foregoing, if the master servicer rejects a borrower's
request in connection with a "due-on-sale" or "due-on-encumbrance" clause under
a mortgage loan as to which it is reviewing such request in the circumstances
specified in the series 2006-C4 pooling and servicing agreement, the special
servicer will be given the opportunity to review and, subject to the provisions
of the preceding paragraph regarding "due-on-sale" and "due-on-encumbrance"
clauses, determine to approve such borrower's request.
In addition, the master servicer (with respect to underlying mortgage loans
that are not specially serviced mortgage loans and are not related to REO
Properties) (without the special servicer's consent) or the special servicer
(with respect to specially serviced mortgage loans and REO Properties in the
trust fund), without any rating agency confirmation as provided in the prior
paragraph, may grant a borrower's request for consent (or, in the case of an REO
Property, may consent) to subject the related mortgaged real property to an
easement or right-of-way for utilities, access, parking, public improvements or
another purpose, and may consent to subordination of the related underlying
mortgage loan to such easement or right-of-way, provided that the master
servicer or the special servicer, as applicable, has determined in accordance
with the Servicing Standard that such easement or right-of-way will not
materially interfere with the then-current use of the related mortgaged real
property, or the security intended to be provided by the related mortgage
instrument or the related borrower's ability to repay the related underlying
mortgage loan, and will not materially or adversely affect the value of such
mortgaged real property or cause certain adverse tax consequences with respect
to the trust fund.
CERTAIN LITIGATION MATTERS
The management, prosecution, defense and/or settlement of claims and
litigation relating to any underlying mortgage loan brought against the issuing
entity or any party to the series 2006-C4 pooling and servicing agreement will
generally be handled by the master servicer and the special servicer, as more
specifically
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provided for in the series 2006-C4 pooling and servicing agreement. In
connection with handling such matters, the master servicer and the special
servicer will be required to seek the consent of the applicable Loan-Specific
Controlling Party with respect to material decisions and settlement proposals.
MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS
Subject to the following discussion in this "--Modifications, Waivers,
Amendments and Consents" section, and further subject to the discussion under
"--The Series 2006-C4 Controlling Class Representative and the Non-Trust Loan
Noteholders" above, the master servicer (to the extent provided in the
penultimate paragraph of this "--Modifications, Waivers, Amendments and
Consents" section and in connection with certain waivers of Default Interest and
late payment charges) and the special servicer may, on behalf of the trustee,
agree to any modification, waiver or amendment of any term of any underlying
mortgage loan (including, subject to the penultimate paragraph of this
"--Modifications, Waivers, Amendments and Consents" section, the lease reviews
and lease consents related thereto) without the consent of the trustee or any
series 2006-C4 certificateholder.
All modifications, waivers or amendments of any underlying mortgage loan
serviced under the series 2006-C4 pooling and servicing agreement must be in
writing and must be considered and effected in accordance with the Servicing
Standard; provided, however, that neither the master servicer nor the special
servicer, as applicable, may make or permit or consent to, as applicable, any
modification, waiver or amendment of any term of any underlying mortgage loan
serviced under the series 2006-C4 pooling and servicing agreement if that
modification, waiver or amendment (a) would constitute a "significant
modification" of the subject mortgage loan within the meaning of Treasury
regulations section 1.860G-2(b) and (b) is not otherwise permitted as described
in this "--Modifications, Waivers, Amendments and Consents" section.
Except as discussed in the next paragraph and except for waivers of Default
Interest and late payment charges, neither the master servicer nor the special
servicer, on behalf of the trustee, may agree or consent to any modification,
waiver or amendment of any term of any mortgage loan in the trust fund that
would:
(a) affect the amount or timing of any related payment of principal,
interest or other amount (including prepayment premiums or yield
maintenance charges, but excluding Default Interest, late payment
charges and amounts payable as additional servicing compensation)
payable thereunder;
(b) affect the obligation of the related borrower to pay a prepayment
premium or yield maintenance charge or permit a principal prepayment
during any period in which the related mortgage note prohibits
principal prepayments;
(c) except as expressly contemplated by the related mortgage instrument or
in circumstances involving environmental issues, result in a release
of the lien of the related mortgage instrument on any material portion
of the related mortgaged real property without a corresponding
principal prepayment in an amount not less than the fair market value
of the property to be released, other than in connection with a taking
of all or part of the related mortgaged real property or REO Property
for not less than fair market value by exercise of the power of
eminent domain or condemnation or casualty or hazard losses with
respect to such mortgaged real property or REO Property;
(d) if the subject mortgage loan has a Stated Principal Balance,
individually or in the aggregate with all other underlying mortgage
loans that are cross-collateralized with, cross-defaulted with or have
been made to borrowers affiliated with the borrower on the subject
mortgage loan, equal to or in excess of 5% of the then aggregate
current principal balances of all mortgage loans in the trust fund or
$35,000,000 (or with respect to Moody's $20,000,000), or is one of the
ten largest mortgage loans in the trust fund by Stated Principal
Balance as of such date, permit the transfer or
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transfers of (A) the related mortgaged real property or any interest
therein or (B) equity interests in the borrower or any equity owner of
the borrower that would result, in the aggregate during the term of
the subject mortgage loan, in a transfer greater than 49% of the total
interest in the borrower and/or any equity owner of the borrower or a
transfer of voting control in the borrower or an equity owner of the
borrower without the prior written confirmation from each applicable
rating agency that such changes will not result in the qualification,
downgrade or withdrawal to the ratings then assigned to the series
2006-C4 certificates;
(e) allow any additional lien on the related mortgaged real property if
the subject mortgage loan has a Stated Principal Balance, individually
or in the aggregate with all other underlying mortgage loans that are
cross-collateralized with, cross-defaulted with or have been made to
borrowers affiliated with the borrower on the subject mortgage loan,
equal to or in excess of 5% of the then aggregate current principal
balances of all the mortgage loans in the trust fund or $20,000,000,
is one of the ten largest mortgage loans in the trust fund by Stated
Principal Balance as of such date, without the prior written
confirmation from each applicable rating agency that such change will
not result in the qualification, downgrade or withdrawal of the
ratings then assigned to the series 2006-C4 certificates; or
(f) in the reasonable, good faith judgment of the special servicer,
otherwise materially impair the security for the subject mortgage loan
or reduce the likelihood of timely payment of amounts due thereon.
Notwithstanding the foregoing, but subject to the discussion in the
following paragraph, and further subject to the discussion under "--The Series
2006-C4 Controlling Class Representative and the Non-Trust Loan Noteholders"
above, the special servicer may (1) reduce the amounts owing under any specially
serviced mortgage loan in the trust fund by forgiving principal, accrued
interest or any prepayment premium or yield maintenance charge, (2) reduce the
amount of the scheduled monthly debt service payment on any specially serviced
mortgage loan, including by way of a reduction in the related mortgage rate, (3)
forbear in the enforcement of any right granted under any mortgage note or
mortgage instrument relating to a specially serviced mortgage loan in the trust
fund, (4) extend the maturity date of any specially serviced mortgage loan in
the trust fund, or (5) accept a principal prepayment on any specially serviced
mortgage loan in the trust fund during any prepayment lockout period; provided
that, among any other conditions specified in the series 2006-C4 pooling and
servicing agreement, (A) the related borrower is in default with respect to the
subject specially serviced mortgage loan or, in the judgment of the special
servicer, such default is reasonably foreseeable, and (B) in the judgment of the
special servicer, such modification would increase the recovery on the subject
mortgage loan to the series 2006-C4 certificateholders on a net present value
basis. In the case of every other modification, waiver or consent, the special
servicer must determine and may rely on an opinion of counsel to the effect that
such modification, waiver or amendment would not both (1) effect an exchange or
reissuance of the subject mortgage loan under Treasury regulations section
1.860G-2(b) of the Internal Revenue Code and (2) cause any REMIC created under
the series 2006-C4 pooling and servicing agreement to fail to qualify as a REMIC
under the Internal Revenue Code or result in the imposition of any tax on
"prohibited transactions" or "contributions" after the startup day under the
REMIC provisions of the Internal Revenue Code.
In no event, however, may the special servicer: (1) extend the maturity
date of a mortgage loan in the trust fund beyond a date that is two years prior
to the rated final distribution date or, in connection with any extension of
maturity, reduce the mortgage rate of a mortgage loan in the trust fund to less
than the least of (a) the original mortgage rate of the subject mortgage loan,
(b) the highest fixed pass-through rate of any class of series 2006-C4 principal
balance certificates then outstanding and (c) a rate below the then prevailing
interest rate for comparable loans, as determined by the special servicer; or
(2) if the subject mortgage loan is secured by a ground lease (and not by the
corresponding fee simple interest), extend the maturity date of the subject
mortgage loan beyond a date which is less than 20 years (or, to the extent
consistent with the Servicing Standard, giving due
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consideration to the remaining term of the ground lease, ten years) prior to the
expiration of the term of such ground lease. The Wimbledon Place Apartments
Non-Trust Loan Noteholder may exercise certain approval rights relating to a
deferral, modification, supplement or waiver of the Wimbledon Place Apartments
Mortgage Loan or the Wimbledon Place Apartments Non-Trust Loan that materially
and adversely affects the Wimbledon Place Apartments Non-Trust Loan Noteholder
prior to the expiration of the repurchase period described under "Description of
the Mortgage Pool--The Loan Combinations--The Wimbledon Place Apartments Loan
Combination" in this offering prospectus. In addition, if the direct or indirect
equity interests in any borrower are pledged to secure a mezzanine loan, then
the special servicer's ability to modify the terms of the related underlying
mortgage loan may be limited by the related intercreditor agreement.
Any modification, extension, waiver or amendment of the payment terms of a
Loan Combination will be required to be structured so as to be generally
consistent with the allocation and payment priorities in the related loan
documents and the related co-lender or intercreditor agreement, such that
neither the issuing entity, as holder of the promissory note(s) for the
underlying mortgage loan in that Loan Combination, on the one hand, nor any
related Non-Trust Loan Noteholder, on the other hand, gains a priority over the
other that is not reflected in the loan documents and the related co-lender or
intercreditor agreement.
The special servicer or the master servicer, as applicable, may, as a
condition to granting any request by a borrower for consent, modification,
waiver or indulgence or any other matter or thing, the granting of which is
within its discretion pursuant to the terms of the instruments evidencing or
securing the subject underlying mortgage loan and is permitted by the terms of
the series 2006-C4 pooling and servicing agreement, require that the borrower
pay to it (a) as additional servicing compensation, a reasonable or customary
fee for the additional services performed in connection with such request,
provided that such fee would not itself be a "significant modification" pursuant
to Treasury regulations section 1.1001-3(e)(2); and (b) any related costs and
expenses incurred by it. In no event will the special servicer or the master
servicer be entitled to payment for such fees or expenses unless such payment is
collected from the related borrower.
The special servicer must notify, among others, the master servicer, any
related sub-servicers, the trustee, the series 2006-C4 controlling class
representative and the rating agencies, in writing, of any material
modification, waiver or amendment of any term of any underlying mortgage loan
agreed to by it (including fees charged the related borrower) and the date
thereof, and must deliver to the custodian (with a copy to the master servicer)
for deposit in the related Mortgage File, an original counterpart of the
agreement relating to such modification, waiver or amendment, promptly (and in
any event within ten business days) following the execution thereof. Copies of
each agreement whereby any such modification, waiver or amendment of any term of
any underlying mortgage loan is effected will be made available for review upon
prior request during normal business hours at the offices of the special
servicer as described under "Description of the Offered Certificates--Reports to
Certificateholders; Available Information."
For any non-specially serviced mortgage loan in the trust fund, subject to
the discussion under "--The Series 2006-C4 Controlling Class Representative and
the Non-Trust Loan Noteholders" above, the master servicer, without the consent
of the special servicer, will be responsible for any request by a borrower for
the consent or other appropriate action on the part of the lender with respect
to:
1. approving routine leasing activity (subject to certain limitations
with respect to subordination and non-disturbance agreements set forth
in the series 2006-C4 pooling and servicing agreement) with respect to
any lease for less than the amount or percentage of the square footage
of the related mortgaged real property specified in the series 2006-C4
pooling and servicing agreement;
2. approving any waiver affecting the timing of receipt of financial
statements from any borrower; provided that such financial statements
are delivered no less than quarterly and within 60 days of the end of
the calendar quarter;
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3. approving annual budgets for the related mortgaged real property;
provided that no such budget (a) provides for the payment of operating
expenses in an amount equal to more than 110% of the amounts budgeted
therefor for the prior year or (b) provides for the payment of any
material expenses to any affiliate of the related borrower (other than
the payment of a management fee to any property manager if such
management fee is no more than the management fee in effect on the
cut-off date);
4. subject to other restrictions herein regarding principal prepayments,
waiving any provision of a mortgage loan in the trust fund requiring a
specified number of days notice prior to a principal prepayment;
5. approving modifications, consents or waivers (other than those
described in the third paragraph of this "--Modifications, Waivers,
Amendments and Consents" section) in connection with a defeasance
permitted by the terms of the subject underlying mortgage loan if the
master servicer receives an opinion of counsel to the effect that such
modification, waiver or consent would not cause any REMIC created
under the series 2006-C4 pooling and servicing agreement to fail to
qualify as a REMIC or result in a "prohibited transaction" under the
REMIC provisions of the Internal Revenue Code; and
6. approving certain consents with respect to non-material rights-of-way
and easements and consent to subordination of the subject underlying
mortgage loan to non-material rights-of-way or easements.
Notwithstanding anything to the contrary described in this offering
prospectus, neither the master servicer nor the special servicer, as applicable,
may take the following action unless, in the case of any underlying mortgage
loan, to the extent permitted by the related loan documents, it has received
prior written confirmation from the applicable rating agencies that such action
will not result in a qualification, downgrade or withdrawal of any of the
ratings assigned by any such rating agency to the series 2006-C4 certificates:
(a) with respect to any mortgaged real property that secures a mortgage
loan in the trust fund with an unpaid principal balance that is at
least equal to 5% of the then aggregate principal balance of all
mortgage loans in the trust fund or $20,000,000, the giving of any
consent, approval or direction regarding the termination of the
related property manager or the designation of any replacement
property manager; and
(b) with respect to each mortgage loan in the trust fund with an unpaid
principal balance that is equal to or greater than (i) 5% of the then
aggregate principal balance of all the mortgage loans in the trust
fund or (ii) $20,000,000 and which is secured by a mortgaged real
property which is a hotel property, the giving of any consent to any
change in the franchise affiliation of such mortgaged real property.
REQUIRED APPRAISALS
The special servicer must obtain, within 60 days following the occurrence
of any Appraisal Trigger Event with respect to any of the mortgage loans in the
trust fund, and deliver to the trustee and the master servicer, among others, a
copy of, an appraisal of the related mortgaged real property from an independent
appraiser meeting the qualifications imposed in the series 2006-C4 pooling and
servicing agreement, unless an appraisal had previously been obtained within the
prior 12 months and the special servicer is not aware of any subsequent material
change in the condition of that property (in which case a letter update will be
permitted).
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Notwithstanding the foregoing, if the unpaid principal balance of the
subject mortgage loan is less than $2,000,000, the special servicer may, at its
option, cause an internal valuation of the mortgaged real property to be
performed.
As a result of any appraisal or other valuation, it may be determined that
an Appraisal Reduction Amount exists with respect to the subject underlying
mortgage loan. An Appraisal Reduction Amount is relevant to the determination of
the amount of any advances of delinquent interest required to be made with
respect to the affected underlying mortgage loan. See "--Advances--Advances of
Delinquent Monthly Debt Service Payments" in this offering prospectus above.
If an Appraisal Trigger Event occurs with respect to any specially serviced
mortgage loan in the trust fund, then the special servicer will have an ongoing
obligation to obtain or perform, as the case may be, on or about each
anniversary of the occurrence of that Appraisal Trigger Event, a new appraisal,
an update of the prior required appraisal or other valuation, as applicable.
Based thereon, the appropriate party under the series 2006-C4 pooling and
servicing agreement is to redetermine and report to the trustee and the master
servicer, the new Appraisal Reduction Amount, if any, with respect to the
mortgage loan. This ongoing obligation will cease if and when all Appraisal
Trigger Events have ceased to exist with respect to the subject mortgage loan in
accordance with the definition of "Appraisal Trigger Event."
The cost of each required appraisal, and any update of that appraisal,
obtained by the special servicer, will be advanced by the master servicer, at
the direction of the special servicer, and will be reimbursable to the master
servicer as a servicing advance.
MAINTENANCE OF INSURANCE
The master servicer (with respect to mortgage loans in the trust fund) and
the special servicer (with respect to REO Properties in the trust fund) will be
required to use reasonable efforts to cause the related borrower to maintain or,
consistent with the Servicing Standard and to the extent that the issuing entity
has an insurable interest and the subject coverage, except as discussed below
with respect to insurance against terrorist or similar acts, is available at
commercially reasonable rates, otherwise cause to be maintained for each
mortgaged real property all insurance coverage as is required under the related
mortgage instrument; provided that, if and to the extent that any such mortgage
instrument permits the holder thereof any discretion (by way of consent,
approval or otherwise) as to the insurance coverage that the related borrower is
required to maintain, the master servicer must exercise such discretion in a
manner consistent with the Servicing Standard. The cost of any such insurance
coverage obtained by either the master servicer or the special servicer shall be
a servicing advance to be paid by the master servicer.
The special servicer must also cause to be maintained for each REO Property
in the trust fund no less insurance coverage than was previously required of the
borrower under the related underlying mortgage loan.
Notwithstanding the foregoing, the master servicer or special servicer, as
applicable, will not be required to maintain and will not cause a borrower to be
in default with respect to the failure of the related borrower to obtain,
all-risk casualty insurance which does not contain any carve-out for terrorist
or similar acts, if and only if, the special servicer, in consultation with the
series 2006-C4 controlling class representative and, in the case of the ShopKo
Portfolio Loan Combination, subject to the discussion under "--The Series
2006-C4 Controlling Class Representative and the Non-Trust Loan
Noteholders--Rights and Powers of the Series 2006-C4 Controlling Class
Representative and the Non-Trust Loan Noteholders" above, has determined in
accordance with the Servicing Standard that either (a) such insurance is not
available at any rate or (b) such insurance is not available at commercially
reasonably rates and that such hazards are not at the time commonly insured
against for properties similar to the subject mortgaged real property and
located in or around the region in which the subject mortgaged real property is
located; provided, however, that the series 2006-C4 controlling class
representative will not have more than three business days to respond to the
special servicer's request for consultation; and provided, further,
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that upon the special servicer's determination, consistent with the Servicing
Standard, that exigent circumstances do not allow the special servicer to
consult with the series 2006-C4 controlling class representative, the special
servicer will not be required to do so; and provided, further, that, during the
period that the special servicer is evaluating such insurance under the series
2006-C4 pooling and servicing agreement, the master servicer will not be liable
for any loss related to its failure to require the borrower to maintain
terrorism insurance and will not be in default of its obligations hereunder as a
result of such failure.
If the master servicer or the special servicer obtains and maintains, or
causes to be obtained and maintained, a blanket policy insuring against hazard
losses on all of the underlying mortgage loans and/or REO Properties that it is
required to service and administer or a force placed policy as to any particular
such underlying mortgage loan and/or REO Property, then, to the extent such
policy (i) is obtained from an insurer meeting the criteria specified in the
series 2006-C4 pooling and servicing agreement and (ii) provides protection
equivalent to the individual policies otherwise required, the master servicer or
the special servicer, as the case may be, will conclusively be deemed to have
satisfied its obligation to cause hazard insurance to be maintained on the
related mortgaged real properties and/or REO Properties. Such blanket policy or
force placed policy may contain a deductible clause (not in excess of a
customary amount), in which case the master servicer or the special servicer, as
appropriate, must, if there has not been maintained on the related mortgaged
real property or REO Property a hazard insurance policy complying with the
requirements of the series 2006-C4 pooling and servicing agreement, and there
has been one or more losses that would have been covered by such policy,
promptly deposit into the collection account from its own funds the amount not
otherwise payable under the blanket policy or force placed policy because of
such deductible clause, to the extent the amount of such deductible exceeds the
deductible permitted under the related mortgage loan documents or, if the
related mortgage loan documents are silent regarding a permitted deductible, to
the extent the amount of the deductible under the blanket policy or force placed
policy, as the case may be, exceeds a customary deductible for a particular type
of individual policy.
FAIR VALUE PURCHASE OPTION
Within 60 days after any of the underlying mortgage loans becomes a
Defaulted Mortgage Loan, the special servicer must determine the fair value of
the subject mortgage loan in accordance with the Servicing Standard. The special
servicer will be required to make that determination without taking into account
any effect the restrictions on the sale of the subject mortgage loan contained
in the series 2006-C4 pooling and servicing agreement may have on the value
thereof. In addition, the special servicer will be required to use reasonable
efforts promptly to obtain an appraisal with respect to the related mortgaged
real property unless it has an appraisal that is less than 12 months old and has
no actual knowledge of, or notice of, any event that in the special servicer's
judgment would materially affect the validity of such appraisal. The special
servicer must make its fair value determination as soon as reasonably
practicable (but in any event within 30 days) after its receipt of such new
appraisal, if applicable. The special servicer is permitted to change, from time
to time, its determination of the fair value of a Defaulted Mortgage Loan based
upon changed circumstances, new information or otherwise, in accordance with the
Servicing Standard; and, in any event, the special servicer must update its
determination of the fair value at least once every 90 days. The special
servicer must notify the trustee, the master servicer, each rating agency and
the Majority Controlling Class Certificateholder promptly upon its fair value
determination and any adjustment thereto. In determining the fair value of any
Defaulted Mortgage Loan, the special servicer will be required to take into
account, among other factors, the period and amount of the delinquency on the
subject mortgage loan, the occupancy level and physical condition of the related
mortgaged real property, the state of the local economy in the area where the
related mortgaged real property is located, and the time and expense associated
with a purchaser's foreclosing on the related mortgaged real property. In
addition, the special servicer will be required to refer to all other relevant
information obtained by it or otherwise contained in the mortgage loan file;
and, in any event, the special servicer must take account of any change in
circumstances regarding the related mortgaged real property known to the special
servicer that has occurred subsequent to, and that would, in the special
servicer's judgment, materially affect the value of the related mortgaged real
property reflected in, the most recent related appraisal. Furthermore, the
special servicer will be required to consider all available objective
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third-party information obtained from generally available sources, as well as
information obtained from vendors providing real estate services to the special
servicer, concerning the market for distressed real estate loans and the real
estate market for the subject property type in the area where the related
mortgaged real property is located. The special servicer may conclusively rely
on the opinion and reports of independent third parties in making such
determination.
In the event any of the underlying mortgage loans becomes a Defaulted
Mortgage Loan, each of the Majority Controlling Class Certificateholder and the
special servicer will have an assignable option (a "Purchase Option") to
purchase such Defaulted Mortgage Loan from the issuing entity at a price (the
"Option Price") equal to (a) a par purchase price that includes such additional
items as are provided for in the series 2006-C4 pooling and servicing agreement,
if the special servicer has not yet determined the fair value of the Defaulted
Mortgage Loan, or (b) the fair value of the Defaulted Mortgage Loan as
determined by the special servicer in the manner described in the preceding
paragraph and in accordance with the Servicing Standard, if the special servicer
has made such fair value determination. Any holder of a Purchase Option may
sell, transfer, assign or otherwise convey its Purchase Option with respect to
any Defaulted Mortgage Loan to any party other than the related borrower or an
affiliate of the related borrower at any time after the subject mortgage loan
becomes a Defaulted Mortgage Loan. The transferor of any Purchase Option must
notify the trustee and the master servicer of such transfer, which notice should
include the transferee's name, address, telephone number, facsimile number and
appropriate contact person(s) and shall be acknowledged in writing by the
transferee. In general, the Majority Controlling Class Certificateholder shall
have the right to exercise its Purchase Option prior to any exercise of the
Purchase Option by any other holder of a Purchase Option, except that, if the
Purchase Option is not exercised by the Majority Controlling Class
Certificateholder or any assignee thereof within 60 days of an underlying
mortgage loan becoming a Defaulted Mortgage Loan, then the special servicer will
have the right to exercise its Purchase Option prior to any exercise by the
Majority Controlling Class Certificateholder and the special servicer or its
assignee may exercise such Purchase Option at any time during the 15-day period
immediately following the expiration of such 60-day period. Following the
expiration of that 15-day period, subject to the discussion in the next
paragraph, the Majority Controlling Class Certificateholder will again have the
right to exercise its Purchase Option prior to any exercise of the Purchase
Option by the special servicer. If not exercised earlier, the Purchase Option
with respect to any Defaulted Mortgage Loan will automatically terminate (a)
once the subject mortgage loan is no longer a Defaulted Mortgage Loan, although,
if such mortgage loan subsequently becomes a Defaulted Mortgage Loan, the
related Purchase Option will again be exercisable, (b) upon the acquisition, by
or on behalf of the issuing entity, of title to the related mortgaged real
property through foreclosure or deed in lieu of foreclosure, (c) the
modification or pay-off, in full or at a discount, of such Defaulted Mortgage
Loan in connection with a workout or (d) removal of such Defaulted Mortgage Loan
from the trust fund.
Notwithstanding the foregoing, if the ShopKo Portfolio Mortgage Loan
becomes a Defaulted Mortgage Loan, then for 30 days following the 15-day period
during which the special servicer may exercise the Purchase Option with respect
to the ShopKo Portfolio Mortgage Loan, but prior to the Majority Controlling
Class Certificateholder again being able to exercise that Purchase Option, any
ShopKo Portfolio Non-Trust Loan Noteholder will be entitled to exercise the
Purchase Option as to the ShopKo Portfolio Mortgage Loan.
The series 2006-C4 pooling and servicing agreement will specify the
procedure for exercising a Purchase Option.
If the special servicer or the Majority Controlling Class
Certificateholder, or any of their respective affiliates, is the person expected
to acquire any Defaulted Mortgage Loan, then the trustee will be required to
determine as soon as reasonably practicable (and, in any event, within 30 days)
after the trustee has received the applicable written notice, whether the Option
Price represents fair value for the Defaulted Mortgage Loan; except that, if the
special servicer is then in the process of obtaining a new appraisal with
respect to the related mortgaged real property, then the trustee will make its
fair value determination with respect to the subject mortgage loan as soon as
reasonably practicable (but in any event within 30 days) after the trustee's
receipt of
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such new appraisal. Such fair value determination shall be made in accordance
with the trustee's good faith reasonable judgment. In determining the fair value
of any Defaulted Mortgage Loan, the trustee may rely on the opinion and reports
of independent third parties in making such determination and, further, may rely
on the most current appraisal obtained for the related mortgaged real property
pursuant to the series 2006-C4 pooling and servicing agreement. The reasonable
costs of all appraisals, inspection reports and broker opinions of value,
reasonably incurred by the trustee or any such third party pursuant to this
subsection are to be advanced by the master servicer and shall constitute, and
be reimbursable as, servicing advances.
Unless and until the Purchase Option with respect to a Defaulted Mortgage
Loan is exercised, the special servicer will be required to pursue such other
resolution strategies available under the series 2006-C4 pooling and servicing
agreement with respect to such Defaulted Mortgage Loan, including, without
limitation, workout and foreclosure, as the special servicer may deem
appropriate consistent with the Servicing Standard. The special servicer will
not be permitted to sell the Defaulted Mortgage Loan other than in connection
with the exercise of the related Purchase Option or in connection with a
repurchase by the applicable mortgage loan seller as described under
"Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases
and Substitutions" and "--Representations and Warranties; Repurchases and
Substitutions" in this offering prospectus.
Notwithstanding the foregoing, any ShopKo Portfolio Non-Trust Loan
Noteholder will have the right to purchase the ShopKo Portfolio Mortgage Loan
from the issuing entity at a par purchase price in certain default situations,
as described above under "Description of the Mortgage Pool--The Loan
Combinations--The ShopKo Portfolio Loan Combination"; and the Wimbledon Place
Apartments Non-Trust Loan Noteholder will have the right to purchase the
Wimbledon Place Apartments Mortgage Loan from the issuing entity at a par
purchase price in certain default situations, as described under "Description of
the Mortgage Pool--The Loan Combinations--The Wimbledon Place Apartments Loan
Combination" in this offering prospectus. In addition, the holders of a
mezzanine loan may have the right to purchase the related underlying mortgage
loan from the issuing entity if certain defaults occur on that mortgage loan or
if that mortgage loan is transferred to special servicing.
REALIZATION UPON DEFAULTED MORTGAGE LOANS
If a default on an underlying mortgage loan has occurred, then, subject to
the discussion under "--The Series 2006-C4 Controlling Class Representative and
the Non-Trust Loan Noteholders" above, the special servicer may, on behalf of
the trust, take any of the following actions:
o work out the mortgage loan;
o institute foreclosure proceedings;
o exercise any power of sale contained in the related mortgage
instrument;
o obtain a deed in lieu of foreclosure; and/or
o otherwise acquire title to the corresponding mortgaged real property,
by operation of law or otherwise.
The special servicer may not, however, initiate foreclosure proceedings,
acquire title to any mortgaged real property or take any other action with
respect to any mortgaged real property that would cause the trustee, for the
benefit of the series 2006-C4 certificateholders and, in the case of the ShopKo
Portfolio Mortgaged Properties or the Wimbledon Place Apartments Mortgaged
Property, the related Non-Trust Loan Noteholder(s), 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 the particular real property within the
meaning of various federal environmental laws, unless:
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o the special servicer has, within the prior six months, received an
environmental assessment report prepared by a person who regularly
conducts environmental audits, which report will be an expense of the
issuing entity; and
o either--
1. the report indicates that--
(a) the particular real property is in compliance with
applicable environmental laws and regulations, and
(b) there are no circumstances or conditions present at the
particular real 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
2. the special servicer, based on the information set forth in the
report, determines that taking the actions necessary to bring the
particular real property into compliance with applicable
environmental laws and regulations and/or taking any of the other
actions contemplated by clause 1. above, would maximize the
recovery for the series 2006-C4 certificateholders and, in the
case of the ShopKo Portfolio Mortgaged Properties or the
Wimbledon Place Apartments Mortgaged Property, the related
Non-Trust Loan Noteholder(s), as a collective whole, on a present
value basis, than not taking those actions.
See, however, "--The Series 2006-C4 Controlling Class Representative and
the Non-Trust Loan Noteholders--Rights and Powers of the Series 2006-C4
Controlling Class Representative and the Non-Trust Loan Noteholders" above.
The cost of any environmental testing, as well as the cost of any remedial,
corrective or other further action contemplated by the second bullet of the
second paragraph of this "--Realization Upon Defaulted Mortgage Loans" section,
will generally be payable out of general collections on the mortgage pool.
If neither of the conditions in clauses 1. and 2. of the second bullet of
the second paragraph of this "--Realization Upon Defaulted Mortgage Loans"
section has been satisfied with respect to any mortgaged real property securing
an underlying mortgage loan, then the special servicer may, subject to the
discussion under "--The Series 2006-C4 Controlling Class Representative and the
Non-Trust Loan Noteholders" above, take those actions as are in accordance with
the Servicing Standard, other than proceeding against the contaminated mortgaged
real property. In connection with the foregoing, when the special servicer
determines it to be appropriate, it may, subject to the discussion under "--The
Series 2006-C4 Controlling Class Representative and the Non-Trust Loan
Noteholders" above, on behalf of the trust, release all or a portion of the
related mortgaged real property from the lien of the related mortgage
instrument.
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If liquidation proceeds collected with respect to a defaulted mortgage loan
in the trust fund are less than the outstanding principal balance of the
defaulted mortgage loan, together with accrued interest on and reimbursable
expenses incurred by the special servicer, the master servicer and/or any other
applicable party in connection with the defaulted mortgage loan, then the
issuing entity will realize a loss in the amount of the shortfall. The special
servicer, the master servicer and/or the trustee will be entitled to
reimbursement out of the liquidation proceeds, insurance proceeds and
condemnation proceeds recovered on any defaulted mortgage loan, prior to the
payment of those proceeds to the series 2006-C4 certificateholders, for:
o any and all amounts that represent unpaid servicing compensation with
respect to the mortgage loan;
o any unreimbursed servicing expenses and advances incurred with respect
to the mortgage loan; and
o any unreimbursed advances of delinquent payments made with respect to
the mortgage loan.
In addition, amounts otherwise payable on the series 2006-C4 certificates
may be further reduced by interest payable to the master servicer, the special
servicer and/or the trustee on servicing expenses and advances and on monthly
debt service advances.
REO PROPERTIES
If title to any mortgaged real property is acquired by the special servicer
on behalf of the issuing entity, the special servicer will be required to sell
that property not later than the end of the third taxable year following the
year of acquisition, unless:
o the IRS grants an extension of time to sell the property; or
o the special servicer obtains an opinion of independent counsel
generally to the effect that the holding of the property subsequent to
the end of the third year following the year in which the acquisition
occurred will not result in the imposition of a tax on the issuing
entity or its assets or cause any REMIC created under the series
2006-C4 pooling and servicing agreement to fail to qualify as such
under the Internal Revenue Code.
Subject to the foregoing, the special servicer will generally be required
to solicit cash offers for any REO Property held by the issuing entity in a
commercially reasonable manner. Neither the trustee nor any of its affiliates
may bid for or purchase from the issuing entity any REO Property.
Regardless of whether the special servicer applies for or is granted an
extension of time to sell any REO Property on behalf of the issuing entity, the
special servicer must act in accordance with the Servicing Standard to liquidate
the property on a timely basis. If an extension is granted or opinion given, the
special servicer must sell the subject REO Property within the period specified
in the extension or opinion, as the case may be.
Sales of REO Properties by the trust will be subject to the approval of the
applicable Loan-Specific Controlling Party, as and to the extent described under
"--The Series 2006-C4 Controlling Class Representative and the Non-Trust Loan
Noteholders" above.
The special servicer may retain an independent contractor to operate and
manage any REO Property held by the issuing entity.
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In general, the special servicer or an independent contractor employed by
the special servicer at the expense of the issuing entity will be obligated to
operate and manage any REO Property held by the issuing entity in a manner that:
o maintains its status as foreclosure property under the REMIC
provisions of the Internal Revenue Code; and
o would, to the extent commercially feasible and consistent with the
preceding bullet, maximize net after-tax revenues received from that
property.
The special servicer must review the operation of each REO Property held by
the issuing entity and consult with the trustee, or any person appointed by the
trustee to act as tax administrator, to determine the issuing entity's federal
income tax reporting position with respect to the income it is anticipated that
the issuing entity would derive from the property. The special servicer's
determination as to how each REO Property is to be managed is to be based on the
Servicing Standard. The special servicer could determine that it would not be
consistent with the Servicing Standard to manage and operate the property in a
manner that would avoid the imposition of:
o a tax on net income from foreclosure property, within the meaning of
section 860G(c) of the Internal Revenue Code; or
o a tax on prohibited transactions under section 860F of the Internal
Revenue Code.
To the extent that income the issuing entity receives from an REO Property
is subject to:
o a tax on net income from foreclosure property, that income would be
subject to federal tax at the highest marginal corporate tax rate,
which is currently 35%; or
o a tax on prohibited transactions, that income would be subject to
federal tax at a 100% rate.
The determination as to whether income from an REO Property held by the
issuing entity would be subject to a 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 the income could be subject to federal tax either at the
highest marginal corporate tax rate or at the 100% rate. The non-service portion
of the income could be subject to federal tax at the highest marginal corporate
tax rate or, although it appears unlikely, at the 100% rate. Any tax imposed on
the issuing entity's income from an REO Property would reduce the amount
available for payment to the series 2006-C4 certificateholders. See "Federal
Income Tax Consequences" in this offering prospectus and in the accompanying
base prospectus. The reasonable out-of-pocket costs and expenses of obtaining
professional tax advice in connection with the foregoing will be payable out of
the master servicer's collection account.
ACCOUNTS
General. Apart from escrow accounts, reserve accounts and servicing
accounts maintained by the master servicer on behalf of the respective borrowers
and the issuing entity for purposes of holding escrow payments and reserve
amounts, the primary transaction accounts to be established under the series
2006-C4 pooling and servicing agreement will consist of:
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o the master servicer's collection account;
o the custodial account maintained by the master servicer specifically
with respect to each Loan Combination;
o the special servicer's REO account;
o the trustee's distribution account;
o the trustee's interest reserve account; and
o the trustee's Post-ARD Additional Interest account.
Each of the primary transaction accounts must be maintained in a manner and
with a depository institution that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates. Funds
deposited in each of the primary transaction accounts are to relate solely to
the series 2006-C4 securitization transaction.
In general, the party maintaining the subject account will make any
decisions regarding the deposit of funds therein and the transfer and/or
disbursement of funds therefrom. However, those decisions may be made in
response to a request by, or based upon information provided by, another party
to the series 2006-C4 pooling and servicing agreement or other third party.
The funds held in any of the primary transaction accounts may be held as
cash or, at the election of the party that maintains the account, invested in
Permitted Investments. Any interest or other income earned on funds in any of
the primary transaction accounts will be paid to the party that maintains the
account as additional compensation, subject to the limitations set forth in the
series 2006-C4 pooling and servicing agreement. If any losses are incurred as a
result of the investment of funds in any of the primary transaction accounts,
which investments were made for the benefit of the party maintaining the
account, then the party maintaining the account will be required to deposit
therein funds sufficient to offset those losses. However, none of the master
servicer, the special servicer or the trustee will be required to cover any
losses resulting from the bankruptcy or insolvency of the depository institution
holding any of the primary transaction accounts so long as that institution met
certain eligibility requirements set forth in the series 2006-C4 pooling and
servicing agreement at the time of the deposit.
The master servicer may maintain the collection account and each Loan
Combination-specific custodial account as sub-accounts of a single account, and
the trustee may maintain the distribution account, the interest reserve account
and the Post-ARD Additional Interest account as sub-accounts of a single
account. However, this offering prospectus discusses the primary transaction
accounts as separate accounts.
Collections of principal, interest and prepayment consideration on the
underlying mortgage loans, exclusive of any fees or expenses payable by the
issuing entity therefrom, will be distributable to the applicable series 2006-C4
certificateholders on the distribution date relating to the collection period in
which those collections were received.
There will be no independent verification of the above-referenced
transaction accounts or account activity.
Collection Account and Loan Combination-Specific Custodial Accounts. The
master servicer will be required to establish and maintain a collection account
for purposes of holding payments and other collections that it receives with
respect to the underlying mortgage loans. Under the series 2006-C4 pooling and
servicing
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agreement, the master servicer must deposit or cause to be deposited in its
collection account within one business day following receipt of available funds,
in the case of payments and other collections on the underlying mortgage loans,
or as otherwise required under the series 2006-C4 pooling and servicing
agreement, the following payments and collections received or made by or on
behalf of the master servicer with respect to the mortgage pool subsequent to
the Issue Date, other than monthly debt service payments due on or before the
cut-off date, which monthly debt service payments belong to the related mortgage
loan seller:
o all payments on account of principal on the underlying mortgage loans,
including principal prepayments;
o all payments on account of interest on the underlying mortgage loans,
including Default Interest and Post-ARD Additional Interest;
o all prepayment premiums, yield maintenance charges and late payment
charges collected with respect to the underlying mortgage loans;
o all proceeds received under any hazard, flood, title or other
insurance policy that provides coverage with respect to an underlying
mortgage loan or the related mortgaged real property, and all proceeds
received in connection with the condemnation or the taking by right of
eminent domain of a mortgaged real property securing an underlying
mortgage loan, in each case to the extent not otherwise required to be
applied to the restoration of the real property or released to the
related borrower;
o any amounts required to be deposited by the master servicer in
connection with losses incurred with respect to Permitted Investments
of funds held in the collection account;
o any amounts required to be deposited by the master servicer or the
special servicer in connection with losses resulting from a deductible
clause in any blanket or force placed insurance policy maintained by
it as described under "--Maintenance of Insurance" above;
o any amount required to be transferred to the master servicer's
collection account from any REO account maintained by the special
servicer or from a Loan Combination-specific custodial account;
o all amounts received and retained in connection with the liquidation
of defaulted mortgage loans in the trust fund by foreclosure or
similar proceeding or as a result of any person or entity exercising a
purchase option with respect thereto;
o any amounts paid by a mortgage loan seller in connection with the
repurchase or replacement of an underlying mortgage loan as described
under "Description of the Mortgage Pool--Assignment of the Mortgage
Loans; Repurchases and Substitutions" and "--Representations and
Warranties; Repurchases and Substitutions" in this offering
prospectus;
o any amounts paid to purchase or otherwise acquire all the mortgage
loans and any REO Properties in the trust fund in connection with the
termination of the issuing entity as contemplated under "Description
of the Offered Certificates--Termination" in this offering prospectus;
o any amounts paid by the master servicer to cover Prepayment Interest
Shortfalls;
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o any amounts paid by a borrower under an underlying mortgage loan to
cover items for which a servicing advance has been previously made and
for which the master servicer, the special servicer or the trustee, as
applicable, has been previously reimbursed out of the collection
account; and
o any cure payments by a Non-Trust Loan Noteholder or a mezzanine
lender;
provided that Default Interest and late payment charges will be deposited in the
master servicer's collection account only to the extent necessary to reimburse
parties to the series 2006-C4 pooling and servicing agreement for, or to offset,
certain expenses of the issuing entity (including interest on advances, special
servicing fees, workout fees and liquidation fees), each as provided in the
series 2006-C4 pooling and servicing agreement.
Upon its receipt of any of the amounts described in the prior paragraph
with respect to any specially serviced mortgage loan in the trust fund, the
special servicer is required to promptly remit those amounts to the master
servicer for deposit in the master servicer's collection account.
Notwithstanding the foregoing, amounts received in respect of a Loan
Combination are generally required to be deposited into a separate custodial
account maintained by the master servicer before being transferred to the master
servicer's collection account. The deposits to each Loan Combination-specific
custodial account will be comparable to deposits to the collection account, but
will relate solely to the related Loan Combination.
The master servicer may make withdrawals from its collection account and
each Loan Combination-specific custodial account to pay any fees and expenses of
the issuing entity described under "Description of the Offered
Certificates--Fees and Expenses" in this offering prospectus that are not
payable out of any other primary transaction account maintained under the series
2006-C4 pooling and servicing agreement; provided that no payments or other
collections on any Non-Trust Loan will be available to cover any such fees or
expenses that do not relate and are not allocable to the Loan Combination that
includes such Non-Trust Loan.
No later than the business day prior to each distribution date, the master
servicer will withdraw from each Loan Combination-specific custodial account and
deposit in the collection account all payments and other collections on or
allocable to the underlying mortgage loan included in the related Loan
Combination that are then on deposit in such Loan Combination-specific custodial
account and were received as of the end of the related collection period,
exclusive of any portion of such payments and other collections that represent
monthly debt service payments due on a due date subsequent to the end of the
related collection account or are payable to cover any fees and expenses of the
issuing entity as contemplated by the preceding paragraph.
The master servicer will make monthly withdrawals from its collection
account to remit to the trustee for deposit in the trustee's distribution
account (or, in the case of Post-ARD Additional Interest, the trustee's Post-ARD
Additional Interest account), on the business day preceding each distribution
date, an amount (the "Master Servicer Remittance Amount") equal to all payments
and other collections on the mortgage loans and any REO Properties in the trust
fund that are then on deposit in the collection account, exclusive of any
portion of those payments and other collections that represents one or more of
the following:
1. monthly debt service payments due on a due date subsequent to the
end of the related collection period;
2. payments and other collections received after the end of the
related collection period; and
3. amounts that are payable or reimbursable from the collection
account to pay fees and expenses of the issuing entity, as
contemplated by the second preceding paragraph.
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Only the master servicer and its sub-servicers will have access to funds in
the collection account and the Loan Combination-specific custodial accounts.
REO Account. The special servicer will be required to segregate and hold
all funds collected and received in connection with any REO Property held by the
issuing entity separate and apart from its own funds and general assets. If an
REO Property is acquired by the issuing entity, the special servicer will be
required to establish and maintain an account--the REO account--for the
retention of revenues and other proceeds derived from that property. The special
servicer will be required to deposit, or cause to be deposited, in its REO
account, within two business days after receipt, all net income, insurance
proceeds, condemnation proceeds and liquidation proceeds received with respect
to each REO Property held by the issuing entity.
The special servicer will be required to withdraw from its REO account
funds necessary for the proper operation, management, leasing, maintenance and
disposition of any REO Property held by the issuing entity, but only to the
extent of amounts on deposit in the account relating to that particular REO
Property. Promptly following the end of each collection period, the special
servicer will be required to withdraw from the REO account and deposit, or
deliver to the master servicer for deposit, into the master servicer's
collection account (or, if the subject REO Property relates to a Loan
Combination, into the related Loan Combination-specific custodial account) the
total of all amounts received with respect to each REO Property held by the
issuing entity during that collection period, net of:
o any withdrawals made out of those amounts as described in the
preceding sentence; and
o any portion of those amounts that may be retained as reserves as
described in the next sentence.
The special servicer may, subject to the limitations described in the series
2006-C4 pooling and servicing agreement, retain in its REO account the portion
of the proceeds and collections on any REO Property held by the issuing entity
as may be necessary to maintain a reserve of sufficient funds for the proper
operation, management, leasing, maintenance and disposition of that property,
including the creation of a reasonable reserve for repairs, replacements,
necessary capital improvements and other related expenses.
Only the special servicer and its sub-servicers will have access to funds
in the special servicer's REO Account. The special servicer will be required to
keep and maintain separate records, on a property-by-property basis, for the
purpose of accounting for all deposits to, and withdrawals from, its REO
account.
Distribution Account and Post-ARD Additional Interest Account. The trustee
must establish and maintain: (a) an account--the distribution account--in which
it will hold funds (other than Post-ARD Additional Interests) pending their
payment on the series 2006-C4 certificates (exclusive of the class Y
certificates) and from which it will make those payments; and (b) a second
account--the Post-ARD Additional Interest--in which it will hold amounts
representing Post-ARD Additional Interest pending their payment on the class Y
certificates and from which it will make those payments.
On the business day prior to each distribution date, the master servicer
will be required to remit to the trustee for deposit in the distribution account
an amount equal to the sum of the following:
o the applicable Master Servicer Remittance Amount, exclusive of any
portion thereof that represents Post-ARD Additional Interest (which
will be remitted to the trustee for deposit in the Post-ARD Additional
Interest account);
o the aggregate amount of any advances of delinquent monthly debt
service payments required to be made by the master servicer with
respect to the underlying mortgage loans for that distribution date;
and
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o the aggregate amount deposited by the master servicer in the
collection account for such distribution date in connection with
Prepayment Interest Shortfalls.
In addition, for each distribution date occurring in March, and for the
final distribution date if the final distribution date occurs in February or, if
such year is not a leap year, in January, the trustee must, on or before that
distribution date, transfer from its interest reserve account to its
distribution account the aggregate of the interest reserve amounts in respect of
each underlying mortgage loan that accrues interest on an Actual/360 Basis.
See "--Advances--Advances of Delinquent Monthly Debt Service Payments" and
"--Servicing and Other Compensation and Payment of Expenses" above.
The trustee may from time to time make withdrawals from its distribution
account for any of the following purposes:
o to pay itself the monthly trustee fee, as described under "--Trustee
Compensation" above;
o to pay itself the investment earnings on Permitted Investments of
funds in the distribution account;
o to pay itself or any of various related persons and entities any
reimbursements or indemnities to which they are entitled, as described
under "Description of the Governing Documents--Rights, Protections,
Indemnities and Immunities of the Trustee" in the accompanying base
prospectus;
o to pay for various opinions of counsel required to be obtained in
connection with any amendments to the series 2006-C4 pooling and
servicing agreement and the administration of the trust fund;
o to pay any federal, state and local taxes imposed on the issuing
entity, its assets and/or transactions, together with all incidental
costs and expenses, that are required to be borne by the issuing
entity as described under "Federal Income Tax
Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in
the accompanying base prospectus and "--REO Properties" above;
o to transfer from its distribution account to its interest reserve
account interest reserve amounts with respect to those mortgage loans
that accrue interest on an Actual/360 Basis, as and when described
under "--Accounts--Interest Reserve Account" below;
o to pay to the person entitled thereto any amounts deposited in the
distribution account in error; and
o to clear and terminate the distribution account at the termination of
the series 2006-C4 pooling and servicing agreement.
On each distribution date, all amounts on deposit in the distribution
account, exclusive of any portion of those amounts that are to be withdrawn for
the purposes contemplated in the foregoing paragraph, and the Post-ARD
Additional Interest account will represent the "Total Available Funds" for that
date. On each distribution date, the trustee will apply the Total Available
Funds to make payments on the series 2006-C4 certificates.
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For any distribution date, the Total Available Funds will consist of the
following separate components:
o the portion of those funds that represent prepayment consideration
collected on the underlying mortgage loans as a result of voluntary or
involuntary prepayments that occurred during the related collection
period, which will be paid to the holders of the class A-1, A-2, A-SB,
A-3, A-1A, A-M, A-J, B, C, D, E, F, G, H and/or X certificates, as
described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield
Maintenance Charges" in this offering prospectus;
o the portion of those funds that represent Post-ARD Additional Interest
collected on the ARD Loans in the trust fund during the related
collection period, which will be paid to the holders of the class Y
certificates as described under "Description of the Offered
Certificates--Payments--Payments of Post-ARD Additional Interest"
below; and
o the remaining portion of those funds, which we refer to as the "Total
Available P&I Funds", and which will be paid to the holders of all the
series 2006-C4 certificates, other than the class Y certificates, as
and to the extent described under "Description of the Offered
Certificates--Payments--Priority of Payments" in this offering
prospectus.
Only the trustee will have access to funds in the distribution account and
the Post-ARD Additional Interest account.
Interest Reserve Account. The trustee must maintain an account--the
interest reserve account--in which it will hold the interest reserve amounts
described in the next paragraph with respect to those underlying mortgage loans
that accrue interest on an Actual/360 Basis. During January, except in a leap
year, and February of each calendar year, beginning in 2007, the trustee will
withdraw from its distribution account and deposit in its interest reserve
account the interest reserve amounts with respect to those underlying mortgage
loans that accrue interest on an Actual/360 Basis and for which the monthly debt
service payment due in that month was either received or advanced. In general,
the interest reserve amount for each of those mortgage loans will, for each
distribution date in those months, equal one day's interest accrued at the
related Net Mortgage Rate on the Stated Principal Balance of that mortgage loan
as of the end of the related collection period. In the case of an ARD Loan,
however, the interest reserve amount will not include Post-ARD Additional
Interest.
During March of each calendar year, beginning in 2007, the trustee will
withdraw from its interest reserve account and deposit in its distribution
account any and all interest reserve amounts then on deposit in the interest
reserve account with respect to those underlying mortgage loans that accrue
interest on an Actual/360 Basis. All interest reserve amounts that are so
transferred from the interest reserve account to the distribution account will
be included in the Total Available P&I Funds for the distribution date during
the month of transfer.
Only the trustee will have access to funds in the interest reserve account.
157
FLOW OF FUNDS
----------------------------------------------
Payments and Collections on the Mortgage Loans -------------------------
and the Loan Combinations Income from
---------------------------------------------- REO Properties
| | | -------------------------
| | | |
| | | |
| | | -------------------------
| | | SPECIAL SERVICER
| ---------------------- ---|------
------------------- | MASTER SERVICER | | REO Accounts
MASTER SERVICER | | | -------------------------
| Escrow Accounts | | |
Payments to Cover | Reserve Accounts | | |
Prepayment Interest | Servicing Accounts | | |
Shortfalls -----| | ---------------------- | | |
------------------- | | | | |
------------------- | | | | |
Class Y | | | | --------------------------
Certificateholders | |----- ---------------------- | |------ MASTER SERVICER
------------------- |--------- MASTER SERVICER --|
| Loan Combination-Specific
------------------- -------------- Collection Account Custodial Account:
TRUSTEE ---------------------- Collections on Related
Post-ARD Additional | Loan Combination and
Interest Account | REO Properties Only
------------------- | --------------------------
| |
| -------------------------
| Non-Trust Loan
| Noteholders
| -------------------------
| -------------------------
---------------------- TRUSTEE
TRUSTEE ------------
------------ Interest Reserve Account
Distribution Account ---| -------------------------
---------------------- |
| |
| | -------------------------
---------------------- | P&I Advances
Certificateholders -------- by Master Servicer
(other than Y Classes) -------------------------
----------------------
158
SECURITIES BACKED BY A SHOPKO PORTFOLIO NON-TRUST LOAN
One or more of the ShopKo Portfolio Non-Trust Loans may be included in a
separate commercial mortgage securitization. If so, some servicing actions with
respect to the ShopKo Portfolio Loan Combination may be subject to confirmation
that those actions will not result in a qualification, downgrade or withdrawal
of any ratings assigned by the applicable rating agencies, which may include
S&P, Moody's, Fitch or any other nationally recognized statistical rating
organization, to the securities backed by that ShopKo Portfolio Non-Trust Loan.
As a result, any such servicing action may be delayed, and it is possible that
the master servicer or special servicer, as applicable, may be prevented from
taking a servicing action with respect to the ShopKo Portfolio Loan Combination
that it otherwise would have if it were not required to obtain the
aforementioned rating confirmation.
INSPECTIONS; COLLECTION OF OPERATING INFORMATION
The special servicer is required to perform or cause to be performed a
physical inspection of the related mortgaged real property as soon as
practicable after any of the underlying mortgage loans becomes specially
serviced; and the expense of that inspection will be payable first out of
Default Interest and late payment charges received with respect to the subject
underlying mortgage loan in the collection period during which such inspection
related expenses were incurred, and then as an Additional Trust Fund Expense.
In addition, beginning in 2007, with respect to each mortgaged real
property securing an underlying mortgage loan with a principal balance (or
allocated loan amount) at the time of such inspection of at least $2,000,000,
the master servicer (with respect to each such mortgaged real property securing
an underlying mortgage loan other than a specially serviced mortgage loan) and
the special servicer (with respect to each such mortgaged real property securing
a specially serviced mortgage loan in the trust fund) is required (in the case
of the master servicer, at its expense) to inspect or cause to be inspected the
related mortgaged real property every calendar year, and with respect to each
mortgaged real property securing an underlying mortgage loan with a principal
balance (or allocated loan amount) at the time of such inspection of less than
$2,000,000 once every other calendar year, provided that the master servicer is
not obligated to inspect any mortgaged real property that has been inspected by
the special servicer in the previous six months. The special servicer and the
master servicer each will be required to prepare a written report of each such
inspection performed by it that describes the condition of the subject mortgaged
real property and that specifies the existence with respect thereto of any sale,
transfer or abandonment of the subject mortgaged real property, any material
change in its condition or value or any visible waste committed on it.
The special servicer or the master servicer, as applicable, is also
required to endeavor to collect from the related borrower and review the
quarterly and annual operating statements of each mortgaged real property that
secures an underlying mortgage loan and to cause annual operating statements to
be prepared for each REO Property in the trust fund. Generally, the mortgage
loans that we intend to include in the trust fund require the related borrower
to deliver an annual property operating statement. However, there can be no
assurance that any operating statements required to be delivered will in fact be
delivered, nor is the master servicer or special servicer likely to have any
practical means of compelling such delivery in the case of an otherwise
performing mortgage loan.
Copies of the inspection reports and operating statements referred to above
are required to be available for review by series 2006-C4 certificateholders
during normal business hours at the offices of the special servicer or the
master servicer, as applicable. See "Description of the Offered
Certificates--Reports to Certificateholders, Available Information" in this
offering prospectus.
159
EVIDENCE AS TO COMPLIANCE
No later than April 30 of each year (or March 15th of any year during which
an annual report on Form 10-K under the Exchange Act is required to be filed
with the SEC with respect to the issuing entity), beginning in 2007, each of the
master servicer, the special servicer and the trustee must deliver or cause to
be delivered, as applicable, to us and the trustee, among others:
o a report on an assessment of compliance by it with the specified
servicing criteria, signed by an authorized officer of the master
servicer, the special servicer or the trustee, as the case may be,
which report shall contain (a) a statement by the master servicer or
the special servicer, as the case may be, of its responsibility for
assessing compliance with the specified servicing criteria applicable
to it, (b) a statement that the master servicer, the special servicer
or the trustee, as the case may be, used the servicing criteria in
Item 1122(d) of Regulation AB of the Securities Act to assess
compliance with the applicable servicing criteria, (c) the master
servicer's, the special servicer's or the trustee's, as the case may
be, assessment of compliance with the applicable servicing criteria as
of and for the period ending December 31st of the preceding calendar
year, which discussion must include any material instance of
noncompliance with the applicable servicing criteria identified by the
master servicer, the special servicer or the trustee, as the case may
be, and (d) a statement that a registered public accounting firm has
issued an attestation report on the master servicer's, the special
servicer's or the trustee's, as the case may be, assessment of
compliance with the applicable servicing criteria as of and for such
period ending December 31st of the preceding calendar year; and
o as to each annual assessment report delivered by the master servicer,
the special servicer or the trustee, as the case may be, as described
in the preceding bullet, a report from a registered public accounting
firm--made in accordance with the standards for attestation
engagements issued or adopted by the Public Company Accounting
Oversight Board--that attests to, and reports on, the assessment made
by the asserting party in such report delivered as described in the
immediately preceding bullet; and
o a statement of compliance signed by an officer of the master servicer,
the special servicer or the trustee, as the case may be, to the effect
that (i) a review of the activities of the master servicer, the
special servicer or the trustee, as the case may be, during the
preceding calendar year--or, in the case of the first such
certification, during the period from the Issue Date to December 31,
2006, inclusive--and of its performance under the series 2006-C4
pooling and servicing agreement, has been made under such officer's
supervision, and (ii) to the best of such officer's knowledge, based
on such review, the master servicer, special servicer or trustee, as
the case may be, has fulfilled its obligations under the series
2006-C4 pooling and servicing agreement in all material respects
throughout the preceding calendar year or the portion of that year
during which the series 2006-C4 certificates were outstanding (or, if
there has been a failure to fulfill any such obligation in any
material respect, specifying each such failure known to such officer
and the nature and status thereof).
Copies of the above-mentioned annual assessment report, annual attestation
report and annual statement of compliance with respect to each of the master
servicer, the special servicer and the trustee will be made available to series
2006-C4 certificateholders, at their expense, upon written request to the
trustee.
160
EVENTS OF DEFAULT
Each of the following events, circumstances and conditions will be
considered events of default (each, an "Event of Default") under the series
2006-C4 pooling and servicing agreement:
o the master servicer fails to deposit into its collection account any
amount required to be so deposited, and that failure continues
unremedied for two business days following the date on which the
deposit or remittance was required to be made;
o the master servicer fails to remit to the trustee for deposit in the
trustee's distribution account any amount (other than P&I advances)
required to be so remitted, and that failure continues unremedied
until 10:00 a.m., New York City time, on the applicable distribution
date;
o any failure by the special servicer to timely deposit into its REO
account or to timely deposit into, or to timely remit to the master
servicer for deposit into, the master servicer's collection account,
any amount required to be so deposited or remitted;
o the master servicer fails to timely make any servicing advance
required to be made by it under the series 2006-C4 pooling and
servicing agreement, and that failure continues unremedied for five
business days following the date on which notice of such failure has
been given to the master servicer by the trustee;
o any failure on the part of the master servicer or the special servicer
duly to observe or perform in any material respect any of its other
covenants or agreements under the series 2006-C4 pooling and servicing
agreement, which failure continues unremedied for 30 days (or such
shorter period as is provided for in the series 2006-C4 pooling and
servicing agreement) after the date on which written notice of that
failure, requiring the same to be remedied, has been given to the
master servicer or the special servicer, as the case may be, by any
other party to the series 2006-C4 pooling and servicing agreement or
to the master servicer or the special servicer, as the case may be
(with a copy to each other party to the series 2006-C4 pooling and
servicing agreement), by the series 2006-C4 certificateholders
entitled to at least 25% of the series 2006-C4 voting rights;
provided, however, that with respect to any such failure which is not
curable within such 30-day or other period, the master servicer or the
special servicer, as the case may be, will generally have an
additional cure period of 30 days to effect the cure thereof so long
as the master servicer or the special servicer, as the case may be,
has commenced to cure that failure within the initial 30-day period
and has provided the trustee with an officer's certificate certifying
that it has diligently pursued, and is diligently continuing to
pursue, a full cure;
o any breach on the part of the master servicer or the special servicer
of any representation or warranty contained in the series 2006-C4
pooling and servicing agreement that materially and adversely affects
the interests of any class of series 2006-C4 certificateholders, which
breach continues unremedied for a period of 30 days after the date on
which notice of that breach, requiring the same to be remedied, has
been given to the master servicer or the special servicer, as the case
may be, by any other party to the series 2006-C4 pooling and servicing
agreement or to the master servicer or the special servicer, as the
case may be (with a copy to each other party to the series 2006-C4
pooling and servicing agreement), by the series 2006-C4
certificateholders entitled to at least 25% of the series 2006-C4
voting rights; provided, however, that with respect to any such breach
which is not curable within such 30-day period, the master servicer or
the special servicer, as the case may be, will have an additional cure
period of 30 days so long as the master servicer or the special
servicer, as the case may be, has commenced to cure within the
161
initial 30-day period and has provided the trustee with an officer's
certificate certifying that it has diligently pursued, and is
diligently continuing to pursue, a full cure;
o a decree or order of a court, agency or supervisory authority having
jurisdiction in an involuntary case under any present or future
bankruptcy, insolvency or similar law for the appointment of a
conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, is entered against the master servicer or
the special servicer and the decree or order remains in force
undischarged or unstayed for a period of 60 days; provided, however,
that the master servicer or the special servicer, as applicable, will
have an additional period of 30 days to effect a discharge, dismissal
or stay of the decree or order if it commenced the appropriate
proceedings to effect such discharge, dismissal or stay within the
above-referenced 60-day period;
o the master servicer or special servicer consents to the appointment of
a conservator, receiver, liquidator, trustee or similar official in
any bankruptcy, insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to it or
of or relating to all or substantially all of its property;
o the master servicer or special servicer admits in writing its
inability to pay its debts as they become due or takes various other
actions indicating its insolvency or inability to pay its obligations;
o the master servicer or the special servicer, as the case may be,
receives actual knowledge that either Fitch or Moody's has (a)
qualified, downgraded or withdrawn its rating or ratings of one or
more classes of series 2006-C4 certificates or (b) placed one or more
classes of series 2006-C4 certificates on "watch status" in
contemplation of possible rating downgrade or withdrawal (and such
"watch status" placement shall not have been withdrawn by Fitch or
Moody's, as the case may be, within 60 days of the date that the
master servicer or the special servicer obtained such actual
knowledge), and, in the case of either clause (a) or (b), has cited
servicing concerns with the master servicer or the special servicer,
as the case may be, as the sole or material factor in such rating
action;
o the master servicer fails to remit to the trustee for deposit into the
trustee's distribution account, on the applicable date in any calendar
month, the full amount of monthly debt service advances required to be
made on that date, which failure continues unremedied until 10:00 a.m.
New York City time on the next business day; or
o the master servicer fails to be rated at least "CMS3" by Fitch or the
special servicer fails to be rated at least "CSS3" by Fitch.
The series 2006-C4 pooling and servicing agreement may provide that a
Non-Trust Loan Noteholder may have the right, similar to those of series 2006-C4
certificateholders entitled to not less than 25% of the voting rights for the
series 2006-C4 certificates, to notify the master servicer or the special
servicer of the defaults and breaches described in the fifth and sixth bullets
above, to the extent those defaults or breaches relate to the Non-Trust Loan
held by such Non-Trust Loan Noteholder. Additionally, the series 2006-C4 pooling
and servicing agreement may provide for additional events of default, including
those that relate solely to a Non-Trust Loan.
If an officer of the trustee responsible for administration of the trust
has notice of any event that constitutes or, with notice or lapse of time or
both, would constitute an event of default with respect to the master servicer
or the special servicer, then--within the later of 60 days after the occurrence
of that event and five (5)
162
days after such officer's receipt of that notice--the trustee will transmit by
mail to us, all the series 2006-C4 certificateholders, Fitch and Moody's notice
of that occurrence, unless the default has been cured.
RIGHTS UPON EVENT OF DEFAULT
If an event of default described above under "--Events of Default" occurs
with respect to the master servicer or the special servicer and remains
unremedied, the trustee will be authorized, and at the direction of the series
2006-C4 certificateholders entitled to not less than 25% of the series 2006-C4
voting rights, the trustee will be required, to terminate all of the rights and
obligations of the defaulting party under the series 2006-C4 pooling and
servicing agreement and in and to the trust fund other than any rights the
defaulting party may have as a series 2006-C4 certificateholder; provided that
the terminated defaulting party will continue to be entitled to receive all
amounts due and owing to it in accordance with the terms of the series 2006-C4
pooling and servicing agreement and will continue to be entitled to the benefits
of any provisions for compensation, reimbursement or indemnity as and to the
extent provided in the series 2006-C4 pooling and servicing agreement. Upon
receipt by a defaulting party of written notice of termination for which that
defaulting party may be terminated under the series 2006-C4 pooling and
servicing agreement, all authority and power of the defaulting party under the
series 2006-C4 pooling and servicing agreement will pass to and be vested in the
trustee, and the trustee will be authorized and empowered under the series
2006-C4 pooling and servicing agreement to execute and deliver, on behalf of and
at the expense of the defaulting party, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the subject termination, whether to
complete the transfer and endorsement or assignment of the underlying mortgage
loans and the Non-Trust Loans and related documents or otherwise. Any costs or
expenses in connection with any actions to be taken by any party to the series
2006-C4 pooling and servicing agreement in connection with an Event of Default
on the part of the master servicer or the special servicer are required to be
borne by the defaulting party, and if not paid by the defaulting party within 90
days after the presentation of reasonable documentation of such costs and
expenses, those costs and expenses will be reimbursed out of the trust fund;
provided that the defaulting party will not be relieved of its liability for
those costs and expenses.
Upon any termination, the trustee must either:
o succeed to all of the responsibilities, duties and liabilities of the
master servicer or special servicer, as the case may be, under the
series 2006-C4 pooling and servicing agreement; or
o appoint an established mortgage loan servicing institution to act as
successor master servicer or special servicer, as the case may be,
under the series 2006-C4 pooling and servicing agreement.
The holders of series 2006-C4 certificates entitled to at least 51% of the
series 2006-C4 voting rights may require the trustee to appoint an established
mortgage loan servicing institution to act as successor master servicer or
special servicer, as the case may be, under the series 2006-C4 pooling and
servicing agreement, rather than have the trustee act as that successor.
In general, the series 2006-C4 certificateholders entitled to at least 66
2/3% of the series 2006-C4 voting rights allocated to the classes of series
2006-C4 certificates affected by any Event of Default may waive the Event of
Default. However, some events of default may only be waived by all of the
holders of the series 2006-C4 certificates. Further, some events of default may
only be waived with the consent of the trustee. Upon any waiver of an Event of
Default, the Event of Default will cease to exist and will be deemed to have
been remedied for every purpose under the series 2006-C4 pooling and servicing
agreement.
The series 2006-C4 pooling and servicing agreement may provide that the
applicable primary servicer or the special servicer may be terminated and
replaced solely with respect to the ShopKo Portfolio Loan Combination and no
other mortgage loan in the trust fund in circumstances where a default of the
master servicer
163
or the special servicer affects the ShopKo Portfolio Non-Trust Loans. If the
special servicer for the ShopKo Portfolio Loan Combination is different from the
special servicer(s) for the rest of the mortgage pool, then all references to
the special servicer in this offering prospectus or the accompanying base
prospectus are intended to mean the applicable special servicer or all such
special servicers together, as the context may require.
No series 2006-C4 certificateholder will have the right under the series
2006-C4 pooling and servicing agreement to institute any suit, action or
proceeding with respect to that agreement or any underlying mortgage loan
unless, with respect to any suit, action or proceeding upon or under or with
respect to the series 2006-C4 pooling and servicing agreement:
o that holder previously has given to the trustee written notice of
default;
o except in the case of a default by the trustee, series 2006-C4
certificateholders entitled to not less than 25% of the series 2006-C4
voting rights have made written request upon the trustee to institute
that suit, action or proceeding in its own name as trustee under the
series 2006-C4 pooling and servicing agreement and have offered to the
trustee such reasonable indemnity as it may require; and
o the trustee for 60 days has neglected or refused to institute any such
suit, action or proceeding, as the case may be.
See "Description of the Governing Documents--Rights, Protections,
Indemnities and Immunities of the Trustee" in the accompanying base prospectus
for a description of certain limitations regarding the trustee's duties with
respect to the foregoing matters.
THIRD-PARTY BENEFICIARIES
The mortgage loan sellers and the Non-Trust Loan Noteholders will be
third-party beneficiaries of the series 2006-C4 pooling and servicing agreement.
Accordingly, the series 2006-C4 pooling and servicing agreement cannot be
modified in any manner that is material and adverse to any of those parties
without its consent.
164
DESCRIPTION OF THE OFFERED CERTIFICATES
GENERAL
The series 2006-C4 certificates will be issued, on or about June 29, 2006,
under the series 2006-C4 pooling and servicing agreement. They will represent
the entire beneficial ownership interest of the issuing entity. The assets of
the issuing entity, collectively referred to in this offering prospectus from
time to time as the "trust fund", will include:
o the underlying mortgage loans;
o any and all payments under and proceeds of the underlying mortgage
loans received after the cut-off date, exclusive of payments of
principal, interest and other amounts due on or before that date;
o the loan documents for the underlying mortgage loans;
o our rights under our mortgage loan purchase agreements with the
respective mortgage loan sellers;
o any REO Properties acquired by the special servicer on behalf of the
issuing entity with respect to defaulted mortgage loans; and
o those funds or assets as from time to time are deposited in the
various primary transaction accounts described under "The Series
2006-C4 Pooling and Servicing Agreement--Accounts" in this offering
prospectus, except for any such funds or assets held on behalf of a
borrower.
The series 2006-C4 certificates will include the following classes:
o the A-1, A-2, A-SB, A-3, A-1A, A-M, A-J, B, C and D classes, which are
the classes of series 2006-C4 certificates that are offered by this
offering prospectus, and
o the X, E, F, G, H, J, K, L, M, N, O, P, R and Y classes, which are the
classes of series 2006-C4 certificates that--
1. will be retained or privately placed by us, and
2. are not offered by this offering prospectus.
The class A-1, A-2, A-SB, A-3, A-1A, A-M, A-J, B, C, D, E, F, G, H, J, K,
L, M, N, O and P certificates are the series 2006-C4 certificates that will have
principal balances and are sometimes referred to as the "series 2006-C4
principal balance certificates." The principal balance of any of these
certificates will represent the total payments of principal to which the holder
of the certificate is entitled over time out of payments, or advances in lieu of
payments, and other collections on the assets of the issuing entity.
Accordingly, on each distribution date, the principal balance of each of these
certificates will be reduced by any payments of principal actually made with
respect to the certificate on that distribution date. See "--Payments" below. On
any particular distribution date, the principal balance of each of these
certificates may also be reduced, without any corresponding payment, in
connection with Realized Losses on the underlying mortgage loans and Additional
Trust Fund Expenses. See "--Reductions of Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses" below. On
any particular distribution date, the total principal balance of a class of
series 2006-C4 principal balance certificates may be increased by an amount
equal to any Mortgage Deferred Interest allocated to that class in reduction of
the interest payable thereon on such distribution date.
165
The class X certificates will not have principal balances and are sometimes
referred to as the series 2006-C4 interest-only certificates. For purposes of
calculating the amount of accrued interest, the class X certificates will have a
total notional amount. The total notional amount of the class X certificates
will equal the total principal balance of the class A-1, A-2, A-SB, A-3, A-1A,
A-M, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O and P certificates outstanding
from time to time.
The class R and Y certificates will not have principal balances or notional
amounts.
In general, principal balances and notional amounts will be reported on a
class-by-class basis. In order to determine the principal balance of any of your
offered certificates from time to time, you may multiply the original principal
balance of that certificate as of the Issue Date, as specified on the face of
that certificate, 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 equal a fraction, expressed as a percentage, the
numerator of which will be the then outstanding total principal balance of that
class, and the denominator of which will be the original total principal balance
of that class. Certificate factors will be reported monthly in the trustee's
distribution date statement.
REGISTRATION AND DENOMINATIONS
General. The offered certificates will be issued in book-entry form in
original denominations of $10,000 initial principal balance and in any
additional whole dollar denominations.
Each class of offered certificates will initially be represented by one or
more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described in the accompanying base prospectus under
"Description of the Certificates--Book-Entry Registration." For so long as any
class of offered certificates is held in book-entry form--
o all references in this offering prospectus to actions by holders of
those certificates will refer to actions taken by DTC upon
instructions received from beneficial owners of those certificates
through its participating organizations, and
o all references in this offering prospectus to payments, notices,
reports, statements and other information made or sent to holders of
those certificates will refer to payments, notices, reports and
statements made or sent to DTC or Cede & Co., as the registered holder
of those certificates, for payment to beneficial owners of offered
certificates through its participating organizations in accordance
with DTC's procedures.
The trustee will initially serve as registrar for purposes of providing for
the registration of the offered certificates and, if and to the extent physical
certificates are issued to the actual beneficial owners of any of the offered
certificates, the registration of transfers and exchanges of those certificates.
DTC, Euroclear and Clearstream. You will hold your certificates through
DTC, in the United States, or Clearstream Banking Luxembourg or The Euroclear
System, in Europe, if you are a participating organization of the applicable
system, or indirectly through organizations that are participants in the
applicable system. Clearstream and Euroclear will hold omnibus positions on
behalf of organizations that are participants in either of these systems,
through customers' securities accounts in Clearstream's or Euroclear's names on
the books of their respective depositaries. Those depositaries will, in turn,
hold those positions in customers' securities accounts in the depositaries'
names on the books of DTC. For a discussion of DTC, Euroclear and Clearstream,
see "Description of the Certificates--Book-Entry Registration--DTC, Euroclear
and Clearstream" in the accompanying base prospectus.
166
Transfers between participants in DTC will occur in accordance with DTC's
rules. Transfers between participants in Clearstream and Euroclear 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 or indirectly through participants in Clearstream or
Euroclear, on the other, will be accomplished through DTC in accordance with DTC
rules on behalf of the relevant European international clearing system by its
depositary. See "Description of the Certificates--Book-Entry
Registration--Holding and Transferring Book-Entry Certificates" in the
accompanying base prospectus. For additional information regarding clearance and
settlement procedures for the offered certificates and for information with
respect to tax documentation procedures relating to the offered certificates,
see Annex F hereto.
PAYMENTS
General. For purposes of allocating payments on certain classes of the
offered certificates, the pool of mortgage loans backing the series 2006-C4
certificates will be divided into:
1. Loan group no. 1, which will consist of 134 underlying mortgage loans,
with an Initial Loan Group No. 1 Balance of $1,878,218,471,
representing approximately 83.0% of the Initial Mortgage Pool Balance.
2. Loan group no. 2, which will consist of 32 underlying mortgage loans,
with an Initial Loan Group No. 2 Balance of $385,317,567, representing
approximately 17.0% of the Initial Mortgage Pool Balance.
On each distribution date, the trustee will, subject to the available
funds, make all payments required to be made on the series 2006-C4 certificates
on that date to the holders of record as of the close of business on the last
business day of the calendar month preceding the month in which those payments
are to occur. The final payment of principal and/or interest on any offered
certificate, however, will be made only upon presentation and surrender of that
certificate at the location to be specified in a notice of the pendency of that
final payment.
In order for a series 2006-C4 certificateholder to receive payments by wire
transfer on and after any particular distribution date, that certificateholder
must provide the trustee with written wiring instructions no less than five
business days prior to the record date for that distribution date (or, in the
case of the initial distribution date, no later than the Issue Date). Otherwise,
that certificateholder will receive its payments by check mailed to it.
Cede & Co. will be the registered holder of your offered certificates, and
you will receive payments on your offered certificates through DTC and its
participating organizations, until physical certificates are issued to the
actual beneficial owners. See "--Registration and Denominations" above.
Payments of Interest. All of the classes of the series 2006-C4 certificates
(other than the R and Y classes) will bear interest.
167
With respect to each interest-bearing class of the series 2006-C4
certificates, that interest will accrue during each applicable interest accrual
period based upon--
o the pass-through rate applicable for that particular class of series
2006-C4 certificates for that interest accrual period,
o the total principal balance or notional amount, as the case may be, of
that particular class of series 2006-C4 certificates outstanding
immediately prior to the related distribution date, and
o the assumption that each year consists of twelve 30-day months.
On each distribution date, subject to the Total Available P&I Funds for
that date and the priority of payments described under "--Payments--Priority of
Payments" below, the total amount of interest distributable with respect to each
interest-bearing class of the series 2006-C4 certificates will equal--
o the total amount of interest accrued during the related interest
accrual period with respect to that class of series 2006-C4
certificates, reduced (to not less than zero) by
o that class's allocable share, if any, of--
1. any Net Aggregate Prepayment Interest Shortfall for that
distribution date, and
2. except in the case of the class X certificates, the aggregate
amount of any Mortgage Deferred Interest added to the principal
balances of the underlying mortgage loans during the related
collection period.
If the full amount of interest distributable with respect to any
interest-bearing class of the series 2006-C4 certificates is not paid on any
distribution date, then the unpaid portion of that interest will continue to be
payable on future distribution dates, subject to the Total Available P&I Funds
for those future distribution dates and the priorities of payment described
under "--Payments--Priority of Payments" below. However, no interest will accrue
on any of that unpaid interest, and a portion of any past-due interest.
The Net Aggregate Prepayment Interest Shortfall for any distribution date
will be allocated among the respective interest-bearing classes of the series
2006-C4 certificates on a pro rata basis in accordance with the respective
amounts of accrued interest in respect of each such class of series 2006-C4
certificates for the related interest accrual period (in each case reduced by
any Mortgage Deferred Interest allocated to the subject class of series 2006-C4
certificates for that distribution date).
On each distribution date, any Mortgage Deferred Interest added to the
unpaid principal balance of any underlying mortgage loan during the related
collection period will be allocated among the respective classes of series
2006-C4 principal balance certificates in reverse order of seniority (based on
the priority of payments described under "--Payments--Priority of Payments"
below and, in the case of the class A-1, A-2, A-SB, A-3 and A-1A certificates on
a pro rata basis in accordance with accrued interest for the related interest
accrual period), in each case up to the respective amounts of interest accrued
during the related interest accrual period with respect to the subject
interest-bearing class(es) of series 2006-C4 certificates (in each case
calculated without regard to any allocation of that Mortgage Deferred Interest
or any Net Aggregate Prepayment Interest Shortfall). No portion of any Mortgage
Deferred Interest will be allocated to the class X certificates.
Calculation of Pass-Through Rates. The table under "Summary of Offering
Prospectus--Introduction to the Transaction" in this offering prospectus
provides the initial pass-through rate for each interest-bearing class of
168
the series 2006-C4 certificates. Set forth below is a description of how the
pass-through rate will be calculated with respect to each interest-bearing class
of the series 2006-C4 certificates.
The pass-through rates for the class ____, ____, ____, ____, ____, ____,
____, ____, ____, ____, ____, ____, and ____ certificates will, in the case of
each of those classes, be fixed at the rate per annum identified in the table
under "Summary of Offering Prospectus--Introduction to the Transaction" in this
offering prospectus as the initial pass-through rate for that class.
The pass-through rates for the class ____, ____, ____, ____, ____, ____,
____, ____, ____, ____, ____, ____, and ____ certificates for each interest
accrual period will, in the case of each of those classes, equal the lesser of--
o the initial pass-through rate for the subject class of series 2006-C4
certificates set forth in the table under "Summary of Offering
Prospectus--Introduction to the Transaction" in this offering
prospectus, and
o the Weighted Average Pool Pass-Through Rate for the related
distribution date.
The pass-through rates for the class ____, ____, and ___ certificates for
each interest accrual period will, in the case of each of those classes, equal
the Weighted Average Pool Pass-Through Rate for the related distribution date.
The pass-through rates for the class ____, ____, and ___ certificates for
each interest accrual period will, in the case of each of those classes, equal
the Weighted Average Pool Pass-Through Rate for that interest accrual period,
minus a specified class margin. The class margins for those classes are as
follows:
CLASS CLASS MARGIN
----- ------------
%
%
%
%
The pass-through rate for the class X certificates for any interest accrual
period will equal the weighted average of the respective strip rates, which we
refer to as class X strip rates, at which interest accrues during that interest
accrual period on the respective components of the total notional amount of the
class X certificates outstanding immediately prior to the related distribution
date, with the relevant weighting to be done based upon the relative sizes of
those components.
For purposes of accruing interest on the class X certificates during each
interest accrual period, the total principal balance of each class of series
2006-C4 principal balance certificates will constitute a single separate
component of the total notional amount of the class X certificates, and the
applicable class X strip rate with respect to each of those components for each
of those interest accrual periods will equal the excess, if any, of (a) the
Weighted Average Pool Pass-Through Rate for the subject interest accrual period,
over (b) the pass-through rate in effect during the subject interest accrual
period for the class of series 2006-C4 principal balance certificates whose
total principal balance makes up that component.
The calculation of the Weighted Average Pool Pass-Through Rate will be
unaffected by any change in the mortgage interest rate for any underlying
mortgage loan from what it was on the Issue Date by reason of any bankruptcy or
insolvency of the related borrower or any modification of that mortgage loan
agreed to by the master servicer or the special servicer.
The class R and Y certificates will not be interest-bearing and, therefore,
will not have pass-through rates.
169
Payments of Principal. Subject to available funds and the priority of
payments described under "--Payments--Priority of Payments" below, the holders
of each class of series 2006-C4 principal balance certificates will be entitled
to receive a total amount of principal over time equal to the total principal
balance of that class. In addition, subject to available funds, the total
payments of principal to be made on the series 2006-C4 principal balance
certificates on any distribution date will generally equal the Total Principal
Distribution Amount for that distribution date.
The "Total Principal Distribution Amount" for any distribution date will be
an amount generally equal to:
1. the aggregate of the principal portions of all monthly debt
service payments (other than balloon payments) due or deemed due
in respect of the underlying mortgage loans (including mortgage
loans as to which the related mortgaged real properties have
become REO Properties) for their respective due dates occurring
during the related collection period, to the extent paid by the
related borrower during or prior to, or otherwise received
during, the related collection period or advanced by the master
servicer or the trustee, as applicable, for such distribution
date; plus
2. the aggregate of all principal prepayments received on the
underlying mortgage loans during the related collection period;
plus
3. with respect to any underlying mortgage loan as to which the
related stated maturity date occurred during or prior to the
related collection period, any payment of principal (other than a
principal prepayment) made by or on behalf of the related
borrower during the related collection period (including any
balloon payment), net of any portion of such payment that
represents a recovery of the principal portion of any monthly
debt service payment (other than a balloon payment) due or deemed
due in respect of the subject underlying mortgage loan on a due
date during or prior to the related collection period and
included as part of the Total Principal Distribution Amount for
such distribution date or any prior distribution date pursuant to
clause 1. above; plus
4. the aggregate of the principal portion of all liquidation
proceeds, sale proceeds, insurance proceeds, condemnation
proceeds and, to the extent not otherwise included in clause 1.,
2. or 3. above, payments and revenues that were received on or in
respect of the underlying mortgage loans and REO Properties
during the related collection period and that were identified and
applied by the master servicer and/or the special servicer as
recoveries of principal of the underlying mortgage loans, in each
case net of any portion of such amounts that represents a
recovery of the principal portion of any monthly debt service
payment due (other than a balloon payment) or deemed due in
respect of the related underlying mortgage loan on a due date
during or prior to the related collection period and included as
part of the Total Principal Distribution Amount for such
distribution date or any prior distribution date pursuant to
clause 1. above; plus
5. if the subject distribution date is subsequent to the initial
distribution date, the excess, if any, of (a) the Total Principal
Distribution Amount for the immediately preceding distribution
date, over (b) the total payments of principal made with respect
to the series 2006-C4 principal balance certificates on the
immediately preceding distribution date; plus
6. any amounts that were used to reimburse Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) from
principal collections on the mortgage pool and that are, in any
such case, recovered during the related collection period on the
related underlying mortgage loan as to which any such reimbursed
advance was made; minus
170
7. the amount of any reimbursements of Nonrecoverable Advances
(including interest on such Nonrecoverable Advances) that are
paid or reimbursed from general principal collections on the
mortgage pool with respect to such distribution date where such
principal collections would have otherwise been included in the
Total Principal Distribution Amount for such distribution date
pursuant to any of clauses 1. through 4. above;
provided that, for the final distribution date, the Total Principal Distribution
Amount will be no less than the total Stated Principal Balance of the mortgage
pool immediately prior to that distribution date.
On each distribution date, after all required payments of interest have
been made with respect to the class X, A-1, A-2, A-SB, A-3 and A-1A certificates
on that date, the trustee will be required to apply any and all remaining Total
Available P&I Funds to make payments of principal with respect to the class A-1,
A-2, A-SB, A-3 and A-1A certificates. In general:
o except as otherwise discussed in the paragraph following these
bullets, no payments of principal with respect to loan group no. 1
will be made to the holders of the class A-1A certificates until the
total principal balance of the class A-1, A-2, A-SB and A-3
certificates is reduced to zero;
o except as otherwise discussed in the paragraph following these
bullets, no payments of principal with respect to loan group no. 2
will be made to the holders of the class A-1, A-2, A-SB and/or A-3
certificates until the total principal balance of the class A-1A
certificates is reduced to zero;
o on any given distribution date, beginning with the distribution date
in April 2011, except as otherwise discussed in the paragraph
following these bullets, the total principal balance of the class A-SB
certificates must be paid down to the class A-SB Planned Principal
Balance for that distribution date before any payments of principal
are made with respect to the class A-1, A-2, and/or A-3 certificates;
and
o except as otherwise discussed in the paragraph following these
bullets, no payments of principal will be made to the holders of the
class A-3 certificates until the total principal balance of the class
A-1, A-2 and A-SB certificates is reduced to zero, no payments of
principal will be made to the holders of the class A-SB certificates
(other than as described in the immediately preceding bullet) until
the total principal balance of the class A-1 and A-2 certificates is
reduced to zero, and no payments of principal will be made to the
holders of the class A-2 certificates until the total principal
balance of the class A-1 certificates is reduced to zero.
Notwithstanding the foregoing, on each distribution date coinciding with or
following the Senior Principal Distribution Cross-Over Date, and in any event on
the final distribution date in connection with the termination of the issuing
entity, assuming that any two or more of the A-1, A-2, A-SB, A-3 and A-1A
classes are outstanding at that time, payments of principal on the outstanding
class A-1, A-2, A-SB, A-3 and A-1A certificates, will be made up to, and on a
pro rata basis in accordance with, the respective total principal balances of
those classes of series 2006-C4 certificates then outstanding.
The "Class A-SB Planned Principal Balance" for any distribution date is the
scheduled principal balance specified for that distribution date on Annex E to
this offering prospectus. Such principal balances were calculated using, among
other things, the Maturity Assumptions and a 0% CPR. Based on the Maturity
Assumptions and a 0% CPR, the total principal balance of the class A-SB
certificates on each distribution date would be reduced to approximately the
scheduled principal balance indicated for that distribution date on Annex E to
this offering prospectus. There is no assurance, however, that the underlying
mortgage loans will not be subject to prepayment or that they will perform in
conformity with the Maturity Assumptions. Therefore, there
171
can be no assurance that the total principal balance of the class A-SB
certificates on any distribution date will be equal to (and, following
retirement of the class A-1 and A-2 certificates, there can be no assurance that
the total principal balance of the class A-SB certificates will not be less
than) the principal balance that is specified for such distribution date on
Annex E to this offering prospectus.
Following the retirement of the class A-1, A-2, A-SB, A-3 and A-1A
certificates, the holders of the class A-M, A-J, B, C, D, E, F, G, H, J, K, L,
M, N, O and P certificates will, in the case of each of those classes, subject
to the available funds and the priority of payments described under
"--Payments--Priority of Payments" below, be entitled to payments of principal
on each distribution date up to the lesser of:
o the total principal balance of the subject class of series 2006-C4
principal balance certificates outstanding immediately prior to the
subject distribution date; and
o the excess, if any, of (a) the Total Principal Distribution Amount for
the subject distribution date, over (b) the total principal balance of
all other classes of series 2006-C4 principal balance certificates
that, as described under "--Payments--Priority of Payments" below, are
senior in right of payment to the subject class of series 2006-C4
principal balance certificates, outstanding immediately prior to the
subject distribution date.
IN NO EVENT WILL THE HOLDERS OF THE CLASS A-M, A-J, B, C, D, E, F, G, H, J,
K, L, M, N, O AND P CERTIFICATES BE ENTITLED TO RECEIVE ANY PAYMENTS OF
PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF THE CLASS A-1, A-2, A-SB, A-3 AND
A-1A CERTIFICATES IS REDUCED TO ZERO. FURTHERMORE, IN NO EVENT WILL THE HOLDERS
OF ANY CLASS OF SERIES 2006-C4 PRINCIPAL BALANCE CERTIFICATES (EXCLUSIVE OF THE
CLASS A-1, A-2, A-SB, A-3 AND A-1A CERTIFICATES) BE ENTITLED TO RECEIVE ANY
PAYMENTS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF ALL OTHER MORE SENIOR
CLASSES OF SERIES 2006-C4 PRINCIPAL BALANCE CERTIFICATES IS REDUCED TO ZERO.
Notwithstanding the foregoing, on the final distribution date in connection
with a termination of the issuing entity, subject to the Total Available P&I
Funds, for that final distribution date and the priority of payments described
under "--Payments--Priority of Payments" below, the holders of each class of
series 2006-C4 principal balance certificates will be entitled to payments of
principal, up to the total principal balance of that class of series 2006-C4
principal balance certificates outstanding immediately prior to that final
distribution date.
If the master servicer, the special servicer or the trustee reimburses
itself out of general collections on the mortgage pool for any advance that it
has determined is not recoverable out of collections on the related mortgage
loan in the trust fund, then that advance (together with accrued interest
thereon) will be deemed, to the fullest extent permitted, to be reimbursed (i)
first, out of payments and other collections of principal on the underlying
mortgage loans otherwise distributable on the series 2006-C4 principal balance
certificates, and (ii) then, out of payments and other collections of interest
on the underlying mortgage loans otherwise distributable on the series 2006-C4
certificates, thereby reducing the payments of principal on the series 2006-C4
principal balance certificates. As a result, the Total Principal Distribution
Amount for the corresponding distribution date would be reduced, to not less
than zero, by the amount of any such reimbursement. In addition, if payments and
other collections of principal on the mortgage pool are applied to reimburse, or
pay interest on, any advance that is determined to be nonrecoverable from
collections on the related underlying mortgage loan, as described above in this
paragraph, then that advance will be reimbursed, and/or interest thereon will be
paid, first, out of payments or other collections of principal on the loan group
that includes the subject underlying mortgage loan as to which the advance was
made, and prior to using payments or other collections of principal on the other
loan group.
If any advance is considered to be nonrecoverable from collections on the
related underlying mortgage loan and, therefore, is reimbursed out of payments
and other collections of principal with respect to the entire mortgage pool as
described in the preceding paragraph, and if there is a subsequent recovery of
that item, that subsequent recovery would generally be included as part of the
amounts payable as principal with respect to the
172
series 2006-C4 principal balance certificates. In addition, if any advance is
determined to be nonrecoverable from collections on the related underlying
mortgage loan and, therefore, interest on that advance is paid out of general
principal collections on the mortgage pool, and if interest on that advance is
subsequently reimbursed to the issuing entity out of Default Interest, late
payment charges or any other amounts collected on the underlying mortgage loan
as to which that advance was made, then the portion of such Default Interest,
late payment charge or other amount that was applied to reimburse the issuing
entity for interest on that advance would also generally be included as amounts
payable as principal with respect to the series 2006-C4 principal balance
certificates. For purposes of determining the respective portions of the Total
Principal Distribution Amount attributable to each loan group, those subsequent
recoveries that are to be included as amounts payable as principal with respect
to the series 2006-C4 principal balance certificates will be deemed allocated to
offset the corresponding prior reductions in amounts attributable to each loan
group in reverse order to that set forth in the last sentence of the prior
paragraph.
The class X, R and Y certificates do not have principal balances and do not
entitle their respective holders to payments of principal.
Reimbursement Amounts. As discussed under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Fund
Expenses" below, the total principal balance of any class of series 2006-C4
principal balance certificates may be reduced without a corresponding payment of
principal. If that occurs with respect to any class of series 2006-C4 principal
balance certificates, then, subject to available funds and the priority of
payments described under "--Payments--Priority of Payments" below, the holders
of that class will be entitled to be reimbursed for the amount of that
reduction, without interest. References to the "loss reimbursement amount" under
"--Payments--Priority of Payments" below and elsewhere in this offering
prospectus, in the case of any class of series 2006-C4 principal balance
certificates, for any distribution date, mean the total amount to which the
holders of that class will be entitled as reimbursement for all previously
unreimbursed reductions, if any, made in the total principal balance of that
class on all prior distribution dates as discussed under "--Reductions of
Certificate Principal Balances in Connection with Realized Losses and Additional
Trust Fund Expenses" below.
Priority of Payments. On each distribution date, the trustee will apply the
Total Available P&I Funds for that date to make the following payments in the
following order of priority, in each case to the extent of the remaining Total
Available P&I Funds:
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
-------- ---------------- --------------------------------------------------
1st X* From the entire Total Available P&I Funds,
interest up to the total interest payable on that
class
A-1, A-2, From the portion of the Total Available P&I Funds
A-SB and A-3* attributable to the mortgage loans in loan group
no. 1, interest up to the total interest payable
on those classes, pro rata based on entitlement
A-1A* From the portion of the Total Available P&I Funds
attributable to the mortgage loans in loan group
no. 2, interest up to the total interest payable
on that class
173
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
-------- ---------------- --------------------------------------------------
2nd A-1, A-2, Principal up to the Loan Group No. 1 Principal
A-SB and A-3** Distribution Amount (and, if the class A-1A
certificates are retired, any remaining portion of
the Loan Group No. 2 Principal Distribution
Amount), first to the class A-SB certificates,
until the total principal balance of that class is
reduced to the applicable Class A-SB Planned
Principal Balance, and then to (a) the class A-1
certificates, (b) the class A-2 certificates, (c)
the class A-SB certificates and (d) the class A-3
certificates, in that order, in each case until
retired
A-1A** Principal up to the Loan Group No. 2 Principal
Distribution Amount (and, if the class A-3
certificates are retired, any remaining portion of
the Loan Group No. 1 Principal Distribution
Amount), to class A-1A until it is retired
3rd A-1, A-2, A-SB, Reimbursement up to the loss reimbursement amounts
A-3 and A-1A for those classes, pro rata based on entitlement,
without regard to loan groups
4th A-M Interest up to the total interest payable on that
class
5th A-M Principal up to the total principal payable on
that class
6th A-M Reimbursement up to the loss reimbursement amounts
for that class
7th A-J Interest up to the total interest payable on that
class
8th A-J Principal up to the total principal payable on
that class
9th A-J Reimbursement up to the loss reimbursement amount
for that class
10th B Interest up to the total interest payable on that
class
11th B Principal up to the total principal payable on
that class
12th B Reimbursement up to the loss reimbursement amount
for that class
13th C Interest up to the total interest payable on that
class
14th C Principal up to the total principal payable on
that class
15th C Reimbursement up to the loss reimbursement amount
for that class
16th D Interest up to the total interest payable on that
class
17th D Principal up to the total principal payable on
that class
18th D Reimbursement up to the loss reimbursement amount
for that class
19th E Interest up to the total interest payable on that
class
20th E Principal up to the total principal payable on
that class
21st E Reimbursement up to the loss reimbursement amount
for that class
174
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
-------- ---------------- --------------------------------------------------
22nd F Interest up to the total interest payable on that
class
23rd F Principal up to the total principal payable on
that class
24th F Reimbursement up to the loss reimbursement amount
for that class
25th G Interest up to the total interest payable on that
class
26th G Principal up to the total principal payable on
that class
27th G Reimbursement up to the loss reimbursement amount
for that class
28th H Interest up to the total interest payable on that
class
29th H Principal up to the total principal payable on
that class
30th H Reimbursement up to the loss reimbursement amount
for that class
31st J Interest up to the total interest payable on that
class
32nd J Principal up to the total principal payable on
that class
33rd J Reimbursement up to the loss reimbursement amount
for that class
34th K Interest up to the total interest payable on that
class
35th K Principal up to the total principal payable on
that class
36th K Reimbursement up to the loss reimbursement amount
for that class
37th L Interest up to the total interest payable on that
class
38th L Principal up to the total principal payable on
that class
39th L Reimbursement up to the loss reimbursement amount
for that class
40th M Interest up to the total interest payable on that
class
41st M Principal up to the total principal payable on
that class
42nd M Reimbursement up to the loss reimbursement amount
for that class
43rd N Interest up to the total interest payable on that
class
44th N Principal up to the total principal payable on
that class
45th N Reimbursement up to the loss reimbursement amount
for that class
46th O Interest up to the total interest payable on that
class
47th O Principal up to the total principal payable on
that class
48th O Reimbursement up to the loss reimbursement amount
for that class
175
ORDER OF RECIPIENT
PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT
-------- ---------------- --------------------------------------------------
49th P Interest up to the total interest payable on that
class
50th P Principal up to the total principal payable on
that class
51st P Reimbursement up to the loss reimbursement amount
for that class
52nd R Any remaining Total Available P&I Funds
----------
* If the portion of the Total Available P&I Funds allocable to pay interest
on any one or more of the A-1, A-2, A-SB, A-3, A-1A and X classes, as set
forth in the table above, is insufficient for that purpose, then the Total
Available P&I Funds will be applied to pay interest on all those classes,
pro rata based on entitlement.
** In general, no payments of principal will be made in respect of the class
A-1, A-2 and/or A-3 certificates on any given distribution date until the
total principal balance of the class A-SB certificates is paid down to the
then applicable Class A-SB Planned Principal Balance. In addition, no
payments of principal will be made in respect of the class A-2 certificates
until the total principal balance of the class A-1 certificates is reduced
to zero, no payments of principal will be made in respect of the class A-SB
certificates (other than as described in the prior sentence) until the
total principal balance of the class A-1 and A-2 certificates is reduced to
zero, and no payments of principal will be made in respect of the class A-3
certificates until the total principal balance of the class A-1, A-2 and
A-SB certificates is reduced to zero. Furthermore, for purposes of
receiving distributions of principal from the Loan Group No. 1 Principal
Distribution Amount, the holders of the class A-1, A-2, A-SB and A-3
certificates will have a prior right, relative to the holders of the class
A-1A certificates, to any available funds attributable to loan group no. 1;
and, for purposes of receiving distributions of principal from the Loan
Group No. 2 Principal Distribution Amount, the holders of the class A-1A
certificates will have a prior right, relative to the holders of the class
A-1, A-2, A-SB and A-3 certificates, to any available funds attributable to
loan group no. 2. However, if any two or more of the A-1, A-2, A-SB, A-3
and A-1A classes are outstanding as of the Senior Principal Distribution
Cross-Over Date, or if all or any two or more of those classes are
outstanding on the final distribution date for the series 2006-C4
certificates, then payments of principal on the outstanding class A-1, A-2,
A-SB, A-3 and A-1A certificates will be made on a pro rata basis in
accordance with the respective total principal balances of those classes
then outstanding.
Payments of Prepayment Premiums and Yield Maintenance Charges. If any
prepayment consideration is collected during any particular collection period
with respect to any mortgage loan in the trust fund, regardless of whether that
prepayment consideration is calculated as a percentage of the amount prepaid or
in accordance with a yield maintenance formula, then on the distribution date
corresponding to that collection period, the trustee will pay a portion of that
prepayment consideration to the holders of any class A-1, A-2, A-SB, A-3, A-1A,
A-M, A-J, B, C, D, E, F, G or H certificates that are then entitled to payments
of principal from the loan group (i.e., loan group no. 1 or loan group no. 2)
that includes the prepaid mortgage loan, up to an amount equal to, in the case
of any particular class of those certificates, the product of--
o the amount of that prepayment consideration, net of liquidation fees
payable in connection with the receipt of that prepayment
consideration, multiplied by
o a fraction, which in no event may be greater than 1.0 or less than
0.0, the numerator of which is equal to the excess, if any, of the
pass-through rate for that class of series 2006-C4 principal balance
certificates for the related interest accrual period, over the
relevant discount rate, and the denominator of which is equal to the
excess, if any, of the mortgage interest rate of the prepaid mortgage
loan over the relevant discount rate, and further multiplied by
o a fraction, the numerator of which is equal to the amount of principal
payable to the holders of that class of series 2006-C4 principal
balance certificates on that distribution date with respect to the
loan group that includes the prepaid mortgage loan, and the
denominator of which is the
176
portion of the Total Principal Distribution Amount for that
distribution date attributable to the loan group that includes the
prepaid mortgage loan.
The trustee will thereafter pay any remaining portion of that prepayment
consideration, net of any liquidation fees payable in connection with the
receipt of that prepayment consideration, to the holders of the class X
certificates.
Neither we nor the underwriters make any representation as to--
o the enforceability of the provision of any promissory note evidencing
one of the underlying mortgage loans requiring the payment of a
prepayment premium or yield maintenance charge, or
o the collectability of any prepayment premium or yield maintenance
charge.
See "Description of the Mortgage Pool--Terms and Conditions of the
Underlying Mortgage Loans--Prepayment Provisions" in this offering prospectus.
Payments of Post-ARD Additional Interest. The holders of the class Y
certificates will be entitled to all amounts, if any, applied as Post-ARD
Additional Interest collected on the ARD Loans in the trust fund.
TREATMENT OF REO PROPERTIES
Notwithstanding that any mortgaged real property securing an underlying
mortgage loan may become an REO Property through foreclosure, deed in lieu of
foreclosure or otherwise, the related mortgage loan(s) will be treated as having
remained outstanding, until the REO Property is liquidated, for purposes of
determining--
o payments on the series 2006-C4 certificates,
o allocations of Realized Losses and Additional Trust Fund Expenses to
the series 2006-C4 certificates, and
o the amount of all fees payable to the master servicer, the special
servicer and the trustee under the series 2006-C4 pooling and
servicing agreement.
In connection with the foregoing, the related underlying mortgage loan will
be taken into account when determining the Weighted Average Pool Pass-Through
Rate and the Total Principal Distribution Amount for each distribution date.
Operating revenues and other proceeds derived from an REO Property
administered under the series 2006-C4 pooling and servicing agreement will be
applied--
o first, to pay, or to reimburse the master servicer, the special
servicer and/or the trustee for the payment of, some of the costs and
expenses incurred in connection with the operation and disposition of
the REO Property, and
o thereafter, as collections of principal, interest and other amounts
due on the related mortgage loan(s).
To the extent described under "The Series 2006-C4 Pooling and Servicing
Agreement--Advances--Advances of Delinquent Monthly Debt Service Payments" above
in this offering prospectus, the master servicer and the trustee will be
required to advance delinquent monthly debt service payments with respect to
each
177
underlying mortgage loan as to which the corresponding mortgaged real property
has become an REO Property, in all cases as if the mortgage loan had remained
outstanding.
REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES
As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the mortgage pool may decline below the total
principal balance of the series 2006-C4 principal balance certificates.
On each distribution date, following the payments to be made to the series
2006-C4 certificateholders on that distribution date, the trustee will allocate
to the respective classes of the series 2006-C4 principal balance certificates,
sequentially in the order described in the following table and, in each case, up
to the total principal balance of the subject class(es), the aggregate of all
Realized Losses and Additional Trust Fund Expenses that were incurred at any
time following the cut-off date through the end of the related collection period
and were not previously allocated on any prior distribution date, but only to
the extent that the total Stated Principal Balance of the mortgage pool that
will be outstanding immediately following that payment date exceeds the total
principal balance of the series 2006-C4 principal balance certificates following
all payments made to series 2006-C4 certificateholders on that distribution
date.
ORDER OF ALLOCATION CLASS
------------------- ------------------------------
1st P
2nd O
3rd N
4th M
5th L
6th K
7th J
8th H
9th G
10th F
11th E
12th D
13th C
14th B
15th A-J
16th A-M
17th A-1, A-2,
A-SB, A-3 and A-1A,
pro rata based on total
outstanding principal balances
In no event will the total principal balance of any class of series 2006-C4
principal balance certificates identified in the foregoing table be reduced
until the total principal balance of all other series 2006-C4 principal balance
certificates listed above it in the table has been reduced to zero.
All Realized Losses and Additional Trust Fund Expenses, if any, allocated
to a class of series 2006-C4 principal balance certificates will be made by
reducing the total principal balance of such class by the amount so allocated.
178
The Realized Loss with respect to a defaulted mortgage loan, or related REO
Property, in the trust fund as to which a final recovery determination has been
made, is an amount generally equal to the excess, if any, of:
o the outstanding principal balance of the mortgage loan as of the
commencement of the collection period in which the final recovery
determination was made, together with--
1. all accrued and unpaid interest on the mortgage loan to but not
including the due date in the collection period in which the
final recovery determination was made, exclusive, however, of any
portion of that interest that represents Default Interest,
Post-ARD Additional Interest, prepayment premiums and yield
maintenance charges; and
2. all (or, if the subject underlying mortgage loan is part of a
Loan Combination, the appropriate allocable share) of the related
unreimbursed servicing advances, together with interest accrued
thereon; over
o all payments and proceeds, if any, received in respect of such
mortgage loan or, to the extent allocable thereto, in respect of any
related REO Property, as the case may be, during the collection period
in which such final recovery determination was made (and, in the case
of an underlying mortgage loan that is part of a Loan Combination,
without regard to any payments and proceeds allocable to any related
Non-Trust Loan).
A final recovery determination is a determination made by the special
servicer that all amounts collectible with respect to a defaulted mortgage loan,
or related REO Property, in the trust fund have been received.
If any portion of the debt due under any underlying 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, insolvency or similar proceeding involving the related
borrower, the amount forgiven, other than Default Interest and Post-ARD
Additional Interest, also will be treated as a Realized Loss.
Realized Losses may include advances (and interest accrued thereon) that
are determined to be nonrecoverable from collections on the related underlying
mortgage loan and are therefore recovered out of general collections on the
Mortgage Pool, but only after a final recovery determination has been made with
respect to that mortgage loan or a related REO Property.
Some examples of Additional Trust Fund Expenses are:
o any special servicing fees, workout fees and liquidation fees paid to
the special servicer, to the extent not offset by late payment charges
and/or Default Interest actually collected on the related underlying
mortgage loan as provided in the series 2006-C4 pooling and servicing
agreement;
o any interest paid to the master servicer, the special servicer and/or
the trustee with respect to unreimbursed advances, which interest
payment is not covered out of late payment charges and/or Default
Interest actually collected on the related underlying mortgage loan as
provided in the series 2006-C4 pooling and servicing agreement;
o the cost of certain property inspections by the special servicer at
the expense of the issuing entity, which cost is not covered out of
late payment charges and/or Default Interest actually collected on the
related underlying mortgage loan as provided in the series 2006-C4
pooling and servicing agreement;
179
o the cost of various opinions of counsel and other legal and tax
accounting advice required or permitted to be obtained in connection
with (a) the servicing of the underlying mortgage loans, (b) the
administration of the trust fund, (c) certain amendments to the series
2006-C4 pooling and servicing agreement and (d) the recording of the
series 2006-C4 pooling and servicing agreement;
o to the extent not otherwise covered by a servicing advance, the cost
of any appraiser or other expert in real estate matters retained under
the series 2006-C4 pooling and servicing agreement;
o any unanticipated, non-mortgage loan specific expenses of the issuing
entity, including--
1. any reimbursements and indemnifications to the trustee and
various related persons and entities described under "Description
of the Governing Documents--Rights, Protections, Indemnities and
Immunities of the Trustee" in the accompanying base prospectus,
2. any reimbursements and indemnifications to the master servicer,
the special servicer, us and various related persons and entities
described under "Description of the Governing Documents--Matters
Regarding the Master Servicer, the Special Servicer, the Manager
and Us" in the accompanying base prospectus,
3. the cost of recording the series 2006-C4 pooling and servicing
agreement; and
4. any federal, state and local taxes, and tax-related expenses,
payable out of the trust assets, as described under "Federal
Income Tax Consequences--REMICs--Prohibited Transactions Tax and
Other Taxes" in the accompanying base prospectus;
o rating agency fees, other than on-going surveillance fees, that cannot
be recovered from the related borrower; and
o any amounts expended on behalf of the issuing entity to test for
and/or remediate an adverse environmental condition at any mortgaged
real property securing a defaulted mortgage loan as described under
"The Series 2006-C4 Pooling and Servicing Agreement--Realization Upon
Defaulted Mortgage Loans" in this prospectus supplement.
180
FEES AND EXPENSES
The following summarizes the related fees and expenses to be paid from the
assets of the issuing entity and the recipient, general purpose, source and
frequency of payments for those fees and expenses:
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
FEES(2)
Master Servicing Fee / With respect to each and every Compensation First, out of recoveries of Monthly
Master Servicer(3) underlying mortgage loan, including interest with respect to the
each specially serviced mortgage loan subject mortgage loan and
and each mortgage loan, if any, as to then, if the subject
which the corresponding mortgaged real mortgage loan and any
property has become an REO Property, related REO Property has
the master servicing fee will: (a) been liquidated, out of
generally be calculated on the same general collections on the
interest accrual basis (i.e., an mortgage pool.
Actual/360 Basis or a 30/360 Basis) as
is applicable to the accrual of
interest on the subject mortgage loan;
and (b) accrue (at an annual rate that
ranges, on a loan-by-loan basis, from
0.0300% to 0.1300% per annum) on the
same principal amount on which
interest accrues or is deemed to
accrue from time to time with respect
to the subject mortgage loan. Master
servicing fees with respect to any
underlying mortgage loan will include
the primary servicing fees payable by
the master servicer to any
sub-servicer with respect to the
subject mortgage loan.
Additional Master o Prepayment Interest Excesses on Compensation Interest payments made by Time to time
Servicing Compensation / underlying mortgage loans that the related mortgagor
Master Servicer are the subject of a principal intended to cover interest
prepayment in full or in part accrued on the subject
after their due date in any principal prepayment with
collection period. respect to the subject
mortgage loan during the
period from and after the
related due date.
181
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
o All interest and investment Compensation Interest and investment Monthly
income earned on amounts on income related to the
deposit in the master servicer's subject accounts (net of
collection account and the Loan investment losses).
Combination-specific custodial
accounts maintained by the master
servicer.
o All interest and investment Compensation Interest and investment Monthly
income earned on amounts on income related to the
deposit in the servicing subject accounts (net of
accounts, reserve accounts and investment losses).
the defeasance account maintained
by the master servicer, to the
extent not otherwise payable to
the borrowers.
Special Servicing Fee / With respect to each underlying Compensation General collections on the Monthly
Special Servicer mortgage loan that is being specially mortgage pool.(12)
serviced or as to which the related
mortgaged real property has become an
REO Property, the special servicing
fee will: (a) generally be calculated
on the same interest accrual basis
(i.e., an Actual/360 Basis or a 30/360
Basis) as is applicable to the accrual
of interest on the subject mortgage
loan; and (b) accrue at 0.25% per
annum on the same principal amount on
which interest accrues or is deemed to
accrue from time to time with respect
to the subject mortgage loan.
Workout Fee / Special With respect to each underlying Compensation Collections of interest Time to time
Servicer mortgage loan that has been worked-out (other than Default Interest
following a Servicing Transfer Event and Post-ARD Additional
and has not been returned to special Interest) and principal
servicing as a result of a new received on the subject
Servicing Transfer Event, the workout mortgage loan.(4)(12)
fee will equal 1.0% of each collection
of interest (other than Default
Interest and Post-ARD Additional
Interest) and principal received on
the subject mortgage loan for so long
as it remains a worked-out mortgage
loan.(4)
182
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
Liquidation Fee / Special With respect to any specially serviced Compensation Out of the full, partial or Time to time
Servicer mortgage loan in the trust fund for discounted payoff obtained
which the special servicer obtains a from the related borrower
full, partial or discounted payoff and and/or liquidation proceeds
with respect to any specially serviced in respect of the related
mortgage loan or REO Property in the specially serviced mortgage
trust fund for which the special loan or related REO
servicer receives any liquidation Property, as the case may
proceeds, the liquidation fee will be.(4)(12)
equal 1.0% of the related payment or
proceeds.(4)(5)
Additional Special All interest and investment income Compensation Interest and investment Monthly
Servicing Compensation / earned on amounts on deposit in the income related to the
Special Servicer special servicer's REO Account. subject accounts (net of
investment losses).
Additional Servicing o Late payment charges and Default Compensation Late payment charges and Time to time
Compensation / Master Interest actually collected with Default Interest actually
Servicer and/or Special respect to any mortgage loan in collected in respect of the
Servicer(6) the trust fund, but only to the underlying mortgage loans.
extent such late payment charges
and Default Interest are not
otherwise allocable to reimburse
the parties to the series 2006-C4
pooling and servicing agreement
for, or to offset, certain
expenses of the issuing entity
(including interest on advances,
special servicing fees,
liquidation fees and workout
fees), each as provided in the
series 2006-C4 pooling and
servicing agreement.
o All assumption fees, assumption Compensation Related payments made by Time to Time
application fees, modification mortgagors with respect to
fees, consent fees, extension the subject mortgage loans.
fees and similar fees actually
collected on the underlying
mortgage loans and Serviced
Non-Trust Loans.
183
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
Trustee Fee / Trustee With respect to each distribution Compensation General collections on the Monthly
date, an amount equal to the aggregate mortgage pool.
of, with respect to each and every
mortgage loan in the trust fund, one
month's interest accrued at 0.0009%
per annum on the Stated Principal
Balance of the subject mortgage loan
outstanding immediately prior to such
distribution date (calculated on the
same interest accrual basis--i.e., an
Actual/360 Basis or a 30/360 Basis--as
is applicable to the accrual of
interest with respect to the subject
mortgage loan).
Additional Trustee All interest and investment income Compensation Interest and investment Monthly
Compensation / Trustee earned on amounts on deposit in the income related to the
trustee's distribution account and subject accounts (net of
interest reserve account. investment losses).
EXPENSES
Servicing Advances / To the extent of funds available, the Reimbursement Amounts that represent (a) Time to time
Master Servicer, Special amount of any servicing advances. of expenses payments made by the related
Servicer or Trustee borrower to cover the item
for which such servicing
advance was made or (b)
liquidation proceeds,
condemnation proceeds,
insurance proceeds and, if
applicable, REO revenues (in
each case, if applicable,
net of any liquidation fee
or workout fee payable
therefrom) received in
respect of the particular
mortgage loan or related REO
Property, provided that if
the master servicer, special
servicer or trustee
determines that a servicing
advance is not recoverable
out of collections on the
related underlying mortgage,
then such reimbursement will
be paid out of general
collections on the mortgage
pool.(7)(8)
184
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
Interest on Servicing The amount of interest calculated at a Payment of First, out of Default Monthly
Advances / Master rate per annum equal to the prime rate interest on Interest and late payment
Servicer, Special Servicer as published in the "Money Rates" servicing charges on the related
or Trustee section of The Wall Street Journal, advances mortgage loan, and then,
accrued on the amount of each after or at the same time
outstanding servicing advance. that advance is reimbursed,
out of general collections
on the mortgage pool.(8)(9)
P&I Advances / Master To the extent of funds available, the Reimbursement Amounts that represent late Time to Time
Servicer and Trustee amount of any P&I advances. of P&I advances collections of interest and
made with principal (net of related
respect to the master servicing fees)
mortgage pool received in respect of the
related underlying mortgage
loan or REO Property as to
which such P&I advance was
made, provided that if the
master servicer or trustee
determines that a P&I
advance is not recoverable
out of collections on the
related underlying mortgage,
then out of general
collections on the mortgage
pool.(8)
Interest on P&I Advances / The amount of interest calculated at a Payment of First, out of Default Monthly
Master Servicer and rate per annum equal to the prime rate interest on P&I Interest and late payment
Trustee as published in the "Money Rates" advances charges on the related
section of The Wall Street Journal, mortgage loan and then,
accrued on the amount of each after or at the same time
outstanding P&I advance. that advance is reimbursed,
out of general collections
on the mortgage pool.(8)
Cost of property To the extent of funds available, the Payment of First, out of Default Time to Time
inspections incurred by amount of the outstanding expenses. expenses Interest and late payment
special servicer (other charges on the related
than interest on servicing mortgage loan, and then, out
advances or P&I advances, of general collections on
special servicing fees, the mortgage pool.(10)
workout fees and
liquidation fees)
185
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
Reimbursement of costs and To the extent of funds available, the Reimbursement General collections on Time to time
expenses for environmental costs and expenses in connection with of expenses deposit in the master
testing and the environmental testing and the servicer's collection
remediation of adverse remediation of adverse environmental account.(10)
environmental conditions condition at any mortgaged real
at any mortgaged real property that secures a defaulted
property / Special mortgage loan in the trust fund (such
Servicer costs and expenses will be incurred
only if the Special Servicer has
determined to acquire title or
possession of the related mortgaged
real property).
Cost of an independent To the extent of funds available, the Payment of General collections on the Time to time
appraiser or other expert cost of such independent appraiser or expenses mortgage pool.(10)
in real estate matters other expert in real estate matters.
Fees of an independent To the extent of funds available, the Payment of General collections on the Time to time
contractor retained to amount of the fees of such independent expenses mortgage pool.(10)
manage an REO Property contractor.
Servicing expenses, that To the extent of funds available, the Payment of General collections on the Time to time
would, if advanced by the amount of such servicing expense. servicing mortgage pool.(10)
master servicer or special expenses
servicer, constitute
nonrecoverable servicing
advances
Amounts payable or Amounts (other than normal monthly Payment or General collections on the Time to time
reimbursable to a Non- payments) specifically payable or reimbursement mortgage pool.
Trust Noteholder reimbursable to such party by the or amounts
issuing entity in its capacity as payable by the
holder of the ShopKo Portfolio issuing entity
Mortgage Loan or the Wimbledon Place
Apartments Mortgage Loan, as
applicable, pursuant to the terms of
the related co-lender or intercreditor
agreement.
186
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
Indemnification of Any cost or expenses in connection Indemnification General collections on the Time to time
expenses in connection with any actions taken by any party to mortgage pool.(10)
with the termination and the series 2006-C4 pooling and
removal of the master servicing agreement with respect to
servicer or the special the termination and removal of the
servicer as a result of an master servicer or special servicer
Event of Default / the following an Event of Default (if not
applicable party to paid by the defaulting party within 90
the series 2006-C4 pooling days after notice of such costs and
and servicing agreement expenses).
Cost of transferring The cost of transferring mortgage Payment of General collections on the Time to Time
mortgage files and related files and related documents to a expenses mortgage pool.
documents to a successor successor trustee.
trustee/Trustee
Cost of opinions or advice To the extent of funds available, the Payment of General collections on the Time to time
of counsel / Party cost of such opinions of counsel or expenses mortgage pool.(10)
incurring such expense advice of counsel.
Payment of any federal, The amount of any federal, state and Payment of General collections on the Time to time
state and local taxes local taxes imposed on the issuing taxes and mortgage pool.
imposed on the issuing entity, its assets and/or related
entity, its assets and/or transactions, together with all expenses
transactions, together incidental costs and expenses.
with all incidental costs
and expenses, that are
required to be borne by
the trust / Party
incurring such expense
Tax-Related Expenses / Tax The amount of any professional fees or Payment of General collections on the Time to time
Administrator expenses related to audits or any expenses mortgage pool.
administrative or judicial proceedings
with respect to the issuing entity
that involve the IRS or state tax
authorities.
Funds necessary for the To the extent of funds available, the Payment of Amounts on deposit in the Time to time
proper operation, amount of the expenses for the proper expenses account established by the
management, leasing, operation, management, leasing, special servicer for the
maintenance and maintenance and disposition of such retention of revenues and
disposition of any REO Property. other proceeds derived from
administered REO Property/ such REO Property.(10)
Special Servicer
187
TYPE / RECIPIENT AMOUNT GENERAL PURPOSE SOURCE(1) FREQUENCY
-------------------------- -------------------------------------- --------------- ---------------------------- -----------------
The cost or expenses The amount of such cost or expenses. Indemnification General collections on the Time to time
incurred in connection of expenses mortgage pool, to the extent
with determining the of amounts otherwise payable
identity of the series with respect to the series
2006-C4 controlling class 2006-C4 controlling class.
representative
The cost of recording the The amount of recording costs. Payment of General collections on the Time to time
series 2006-C4 pooling and expenses mortgage pool.(10)
servicing agreement
Cost of obtaining rating The amount of rating agency fees and Payment of General collections on the Time to time
confirmations from the expenses. expenses mortgage pool.(10)
rating agencies, to the
extent not otherwise
payable by a borrower or a
party to the series
2006-C4 pooling and
servicing agreement
Indemnification Expenses/ Any loss, liability or reasonable Indemnification General collections on the Time to time
Trustee and any affiliate, "out-of-pocket" expense arising out mortgage pool.(10)(11)
director, officer, of, or incurred in connection with the
employee or agent of the series 2006-C4 pooling and servicing
Trustee agreement, the underlying mortgage
loans or the series 2006-C4
certificates (provided that such loss,
liability or expense constitutes an
"unanticipated expense" within the
meaning of Treasury regulations
section 1.860G-1(b)(3)(ii).
Indemnification Expenses/ Any loss, liability or reasonable Indemnification General collections on the Time to time
the Depositor, the Master expense incurred in connection with mortgage pool.(10)(11)
Servicer or the Special the series 2006-C4 pooling and
Servicer and any servicing agreement or the series
affiliate, director, 2006-C4 certificates.
officer, employee or agent
of the Depositor, Master
Servicer or Special
Servicer
188
--------
(1) Unless otherwise specified, the fees and expenses shown in
this table are paid (or retained by the master servicer, the
special servicer or trustee in some cases involving amounts
owed to any of them) prior to distributions on the
certificates.
(2) If the trustee succeeds to the position of master servicer or
special servicer, it will be entitled to receive the same
fees and expenses of the master servicer or special servicer,
as the case may be, described in this offering prospectus.
Any change to the fees and expenses described in this
offering prospectus would require an amendment to the series
2006-C4 pooling and servicing agreement. See "Description of
the Governing Documents--Amendment" in the accompanying base
prospectus.
(3) The master servicing fee for each mortgage loan will include
the excess servicing strip, which may be pledged or
transferred to a third party, as described under "The Series
2006-C4 Pooling and Servicing Agreement--Servicing and Other
Compensation and Payment of Expenses--The Master Servicing
Fee" in this offering prospectus.
(4) In the case of the ShopKo Portfolio Loan Combination,
calculated based on and payable out of collections on the
entire such loan combination. In the case of the Wimbledon
Place Apartments Loan Combination, after the occurrence, and
during the continuance, of a Wimbledon Place Apartments
Material Default, calculated based on and payable out of
collections on the entire such loan combination, but not
payable in connection with a purchase of the Wimbledon Place
Apartments Mortgage Loan by the Wimbledon Place Apartments
Non-Trust Loan Noteholder as described under "Description of
the Mortgage Pool--The Loan Combinations--The Wimbledon Place
Apartments Loan Combination" in this offering prospectus.
(5) Circumstances as to when a liquidation fee is not payable are
set forth under "The Series 2006-C4 Pooling and Servicing
Agreement--Servicing and Other Compensation and Payment of
Expenses--Principal Special Servicing Compensation--The
Liquidation Fee" in this offering prospectus.
(6) Allocable between the master servicer and the special
servicer as provided in the series 2006-C4 pooling and
servicing agreement.
(7) In the case of the ShopKo Portfolio Loan Combination, a
servicing advance will generally be paid out of (a) payments
made by the related borrower to cover the item for which such
servicing advance was made and/or (b) liquidation proceeds,
condemnation proceeds, insurance proceeds and, if applicable,
REO revenues received in respect of the Shopko Portfolio Loan
Combination or any related REO Property; provided that if the
party entitled to the reimbursement of such servicing advance
(or, in the case of an advance by the master servicer or the
trustee, the special servicer) has made a determination that
such servicing advance is not recoverable from those sources,
then such servicing advance shall generally be paid out of
general collections on the mortgage pool.
(8) See "The Series 2006-C4 Pooling and Servicing
Agreement--Advances" in this offering prospectus for a more
detailed discussion regarding reimbursement of, and payment
of interest on, advances.
(9) In the case of the ShopKo Portfolio Loan Combination,
interest on servicing advances will generally be paid: first,
to the maximum extent permitted under the ShopKo Portfolio
Co-Lender Agreement, out of any amounts received on the
ShopKo Portfolio Loan Combination as Default Interest and
late payment charges; second, to the maximum extent permitted
under the ShopKo Portfolio Co-Lender Agreement, out of any
other amounts collected on the ShopKo Portfolio Loan
Combination; and, third, out of general collections on the
mortgage pool.
(10) If and to the extent related or allocable to the ShopKo
Portfolio Loan Combination, the subject amount will be
payable out of collections on that loan combination and, if
and to the extent not solely attributable to one or more
ShopKo Portfolio Non-Trust Loans, will also be payable out of
general collections on the mortgage pool if collections on
that loan combination are insufficient therefor.
189
(11) In general, none of the above specified persons will be entitled to
indemnification for (a) any liability specifically required to be borne
thereby pursuant to the terms of the series 2006-C4 pooling and servicing
agreement, or (b) any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of, or the
negligent disregard of, such party's obligations and duties under the
series 2006-C4 pooling and servicing agreement, or as may arise from a
breach of any representation or warranty of such party made in the series
2006-C4 pooling and servicing agreement, or (c) any loss, liability or
expense that constitutes an advance the reimbursement of which has
otherwise been provided for under the series 2006-C4 pooling and servicing
agreement, or (d) allocable overhead. For further information, see
"Description of the Governing Documents--Rights, Protections, Indemnities
and Immunities of the Trustee" and "--Matters Regarding the Master
Servicer, the Special Servicer, the Manager and Us" in the accompanying
base prospectus.
(12) Expenses incurred by the issuing entity in connection with the payment of
the subject fee may be offset by Default Interest and late payment charges
received on the related underlying mortgage loan.
REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION
Certificateholder Reports. Based solely on historical information provided
on a one-time basis by the respective mortgage loan sellers and information
provided in monthly reports prepared by the master servicer and the special
servicer, and in any event delivered to the trustee, the trustee will be
required to provide or otherwise make available as described under
"--Information Available Electronically" below, on each distribution date, to
each registered holder of an offered certificate and, upon request, to each
beneficial owner of an offered certificate held in book-entry form that is
identified to the reasonable satisfaction of the trustee, a distribution date
statement substantially in the form of Annex D to this offering prospectus.
Monthly, the special servicer will deliver or cause to be delivered to the
master servicer the following reports with respect to the specially serviced
mortgage loans and any REO Properties in the trust fund, providing the required
information (as of the end of the preceding calendar month): (i) a CMSA property
file; (ii) a CMSA comparative financial status report; (iii) a CMSA financial
file; (iv) a CMSA historical liquidation report; (v) a CMSA historical loan
modification and corrected mortgage loan report; (vi) a CMSA REO status report;
(vii) a CMSA loan level reserve/LOC report; and (viii) a CMSA delinquent loan
status report.
Monthly, the master servicer will be required to furnish to the trustee the
CMSA loan periodic update file providing the required information for the
mortgage loans as of the related determination date.
Monthly (beginning in August 2006), the master servicer will be required to
deliver or cause to be delivered to the trustee (in electronic format acceptable
to the master servicer and the trustee) the following reports with respect to
the mortgage pool: (A) the most recent CMSA historical loan modification and
corrected mortgage loan report, CMSA historical liquidation report and CMSA REO
status report received from the special servicer; (B) a CMSA property file, a
CMSA comparative financial status report and a CMSA financial file, each with
the required information as of the end of the preceding calendar month (in each
case combining the reports prepared by the special servicer and the master
servicer); (C) a CMSA loan level reserve/LOC report, a CMSA delinquent loan
status report and a CMSA advance recovery report, each with the required
information as of such determination date (in each case combining the reports
prepared by the special servicer and the master servicer); and (D) a CMSA
servicer watch list with the required information as of such determination date.
The master servicer will be entitled, absent manifest error, to
conclusively rely on the reports to be provided by the special servicer as
described above. The trustee will be entitled, absent manifest error, to
conclusively rely on the CMSA loan periodic update file to be provided by the
master servicer. In the case of information or reports to be furnished by the
master servicer to the trustee, to the extent that such information is based on
reports to be provided by the special servicer and to the extent that such
reports are to be prepared and delivered by the special servicer, the master
servicer will have no obligation to provide such information or reports until it
has received such information or reports from the special servicer, and the
master servicer will not be in default due to a delay in providing the reports
to the extent caused by the special servicer's failure to timely provide any
report.
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In addition, the special servicer with respect to each specially serviced
mortgage loan and REO Property, and the master servicer with respect to each
non-specially serviced mortgage loan, will each prepare or, if previously
prepared, update an operating statement analysis report for the related
mortgaged real property or REO Property, as the case may be. Subject to the
conditions set forth in the last paragraph under "--Reports to
Certificateholders; Available Information--Other Information" below, the master
servicer and the special servicer will make available to the trustee, the series
2006-C4 controlling class representative, any certificateholder, certificate
owner or prospective certificateholder or certificate owner (or licensed or
registered investment adviser representing such person), in each case upon
request, all of the operating statement analysis reports so prepared or updated;
provided, that if the requesting party is a certificateholder, certificate owner
or prospective certificateholder or certificate owner (or licensed or registered
investment adviser representing such person), the master servicer or the special
servicer, as the case may be, will be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing any copies.
See "The Series 2006-C4 Pooling and Servicing Agreement--Inspections; Collection
of Operating Information" in this offering prospectus.
Each CMSA file or report will be substantially in the form of, and contain
the information called for in, the downloadable form of that file or report
available as of the date of the initial issuance of the series 2006-C4
certificates on the CMSA website, currently located at www.cmbs.org, or in such
other form for the presentation of that information and containing such
additional information as may from time to time be approved by the CMSA for
commercial mortgage-backed securities transactions generally.
Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the trustee as if you were a registered certificateholder, provided that you
deliver a written certification to the trustee confirming your beneficial
ownership in the offered certificates. Otherwise, until definitive certificates
are issued with respect to your offered certificates, the information contained
in those monthly 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 website. 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 any statutory or regulatory requirements as may be in effect from time to
time. We, the master servicer, the special servicer, the trustee and the series
2006-C4 certificate registrar are required to recognize as certificateholders
only those persons in whose names the series 2006-C4 certificates are registered
on the books and records of the certificate registrar.
Information Available Electronically. On each distribution date, the
trustee will make available to Privileged Persons via its internet website,
which is currently located at "www.etrustee.net", (i) the monthly distribution
date statement, (ii) the CMSA loan periodic update file, CMSA loan setup file,
CMSA bond file and CMSA collateral summary file, (iii) the Unrestricted Servicer
Reports, (iv) as a convenience for Privileged Persons (and not in furtherance of
the distribution thereof under the securities laws), the related prospectus
supplement, the accompanying base prospectus and the series 2006-C4 pooling and
servicing agreement, and (v) any other items at the request of the Depositor. In
addition, on or prior to each distribution date, the trustee will make available
via its internet website, on a restricted basis, (i) the Restricted Servicer
Reports, (ii) the CMSA property file and (iii) any other items at the request of
the Depositor. The trustee will provide access to such restricted reports, upon
request, to each Privileged Person.
The trustee will not be obligated to make any representation or warranty as
to the accuracy or completeness of any report, document or other information
made available on its internet website and will assume no responsibility
therefor. In addition, the trustee may disclaim responsibility for any
information distributed by the trustee for which it is not the original source.
The annual reports on Form 10-K, the distribution reports on Form 10-D, the
current reports on Form 8-K and amendments to those reports filed or furnished
with respect to the issuing entity pursuant to section 13(a) or 15(d) of the
Exchange Act (to the extent filed by or furnished to the trustee) will be made
available on the website
191
of the trustee as soon as reasonably practicable after such material is
electronically filed with, or furnished to, the SEC. See "Description of the
Certificates--Incorporation of Certain Documents by Reference; Reports Filed
with the SEC" in the accompanying base prospectus.
The trustee will provide to each person, including any beneficial owner, to
whom the accompanying base prospectus is delivered in connection with any
offered certificates, free of charge upon written request, a copy of any and all
of the information (in its possession or delivered by us to the trustee) that is
incorporated by reference in the accompanying base prospectus but not delivered
with the accompanying base prospectus. Such information will be delivered
electronically by the trustee. Requests for this information should be made to
the trustee at its corporate trust office.
In connection with providing access to its internet website, the trustee
may require registration and the acceptance of a disclaimer. The trustee will
not be liable for the dissemination of information in accordance with, and in
compliance with the terms of, the series 2006-C4 pooling and servicing
agreement.
The master servicer and the special servicer may each, but neither is
required to, make available on or prior to the distribution date in each month
to any interested party via its internet website (i) the monthly distribution
date statement, (ii) as a convenience for interested parties (and not in
furtherance of the distribution thereof under the securities laws), the series
2006-C4 pooling and servicing agreement, the accompanying base prospectus and
the related prospectus supplement and (iii) any other items at our request. In
addition, the master servicer and the special servicer may each, but neither is
required to, make available each month via its internet website (i) to any
interested party, the Unrestricted Servicer Reports, the CMSA loan setup file
and the CMSA loan periodic update file, and (ii) to any Privileged Person, with
the use of a password provided by the master servicer, the Restricted Servicer
Reports, the CMSA financial file and the CMSA property file. Any Restricted
Servicer Report or Unrestricted Servicer Report that is not available on the
master servicer's internet website as described in the immediately preceding
sentence by 5:00 p.m. (New York City time) on the related distribution date,
will be provided (in electronic format, or if electronic mail is unavailable, by
facsimile) by the master servicer, upon request, to any person otherwise
entitled to access such report on the master servicer's internet website.
In connection with providing access to the master servicer's or the special
servicer's internet website, the master servicer or the special servicer, as
applicable, may require registration and the acceptance of a disclaimer.
Other Information. The series 2006-C4 pooling and servicing agreement will
obligate the master servicer (with respect to the items listed in clauses 1, 2
(other than monthly distribution date statements, the related prospectus
supplement and the accompanying base prospectus), 3, 5, 6, 8, 9 and 10), the
special servicer (with respect to the items in clauses 3, 7, 8 (with respect to
specially serviced mortgage loans), 9 and 10) and the trustee (with respect to
the items in clauses 2, 3, 4 and 9 below and to the extent any other items are
in its possession) to make available at their respective offices, upon ten days'
prior written request and during normal business hours, for review by any holder
or beneficial owner of an offered certificate or any person identified to the
master servicer, the special servicer or the trustee, as the case may be, as a
prospective transferee of an offered certificate or any interest in an offered
certificate (or a licensed or registered investment adviser representing a
prospective purchaser), originals or copies of, among other things, the
following items:
1. the series 2006-C4 pooling and servicing agreement, including
exhibits, and any amendments to the series 2006-C4 pooling and
servicing agreement;
2. the related prospectus supplement and the accompanying base
prospectus, all monthly distribution date statements delivered, or
otherwise electronically made available, to series 2006-C4
certificateholders since the date of initial issuance of the offered
certificates, and all reports, statements and analyses delivered, as
described under the heading "--Reports to
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Certificateholders; Available Information--Certificateholder Reports"
above, by the master servicer since the date of initial issuance of
the offered certificates;
3. all statements of compliance delivered to the trustee by the master
servicer and/or the special servicer (in the case of the master
servicer and the special servicer, only with respect to statements of
compliance delivered by that party) since the Issue Date, as described
under "The Series 2006-C4 Pooling and Servicing Agreement--Evidence as
to Compliance" in this offering prospectus;
4. all assessment of compliance reports and attestation reports delivered
to the trustee with respect to the master servicer and/or the special
servicer since the date of initial issuance of the offered
certificates, as described under "The Series 2006-C4 Pooling and
Servicing Agreement--Evidence as to Compliance" in this offering
prospectus;
5. the most recent inspection report with respect to each mortgaged real
property for an underlying mortgage loan prepared by the master
servicer or received by the master servicer from the special servicer
and any environmental assessments prepared, in each case as described
under "The Series 2006-C4 Pooling and Servicing
Agreement--Inspections; Collection of Operating Information" in this
offering prospectus;
6. the most recent annual operating statement and rent roll for each
mortgaged real property for an underlying mortgage loan collected or
otherwise received by the master servicer as described under "The
Series 2006-C4 Pooling and Servicing Agreement--Inspections;
Collection of Operating Information" in this offering prospectus;
7. any and all modifications, waivers and amendments of the terms of an
underlying mortgage loan entered into by the special servicer and the
asset status report prepared pursuant the series 2006-C4 pooling and
servicing agreement;
8. all of the servicing files with respect to the underlying mortgage
loans (exclusive of any items therein that may not be disclosed by
reason of contract or applicable law);
9. any and all officers' certificates and other evidence delivered by the
master servicer or the special servicer, as the case may be (and only
with respect to officer's certificates delivered by that party), to
support its determination that any advance was, or if made, would be,
a Nonrecoverable Advance, including appraisals affixed thereto and any
required appraisal; and
10. all CMSA operating statement analyses and CMSA NOI adjustment
worksheets maintained by the master servicer or the special servicer
(and only with respect to those items maintained by that party).
Copies of any and all of the foregoing items will be available from the master
servicer, the special servicer or the trustee, as the case may be, upon request.
However, the master servicer, the special servicer or the trustee, as the case
may be, will be permitted to require payment of a sum sufficient to cover the
reasonable costs and expenses of providing the copies, unless the party
requesting such copies is any of the rating agencies.
In connection with providing access to or copies of the items described
above, the trustee, the master servicer or the special servicer, as applicable,
may require:
o in the case of a holder of an offered certificate or a beneficial
owner of an offered certificate held in book-entry form, a written
confirmation executed by the requesting person or entity, in the form
attached to the series 2006-C4 pooling and servicing agreement or
otherwise reasonably
193
acceptable to the trustee, the master servicer or the special
servicer, as applicable, generally to the effect that the person or
entity is a holder or beneficial owner of offered certificates and
will keep the information confidential; and
o in the case of a prospective purchaser of an offered certificate or
any interest in that offered certificate (or a licensed or registered
investment adviser representing a prospective purchaser), confirmation
executed by the requesting person or entity, in the form attached to
the series 2006-C4 pooling and servicing agreement or otherwise
reasonably acceptable to the trustee, the master servicer or the
special servicer, as applicable, generally to the effect that the
person or entity is a prospective purchaser of offered certificates or
an interest in offered certificates (or a licensed or registered
investment adviser representing a prospective purchaser), is
requesting the information for use in evaluating a possible investment
in the offered certificates and will otherwise keep the information
confidential.
In addition, any holder of an offered certificate will be deemed, by virtue
of its acceptance of that certificate, to keep confidential any information
received by it from the trustee, the master servicer or the special servicer as
described above.
VOTING RIGHTS
The voting rights for the series 2006-C4 certificates will be allocated
among the respective classes of those certificates as follows:
o 96.0% of the voting rights will be allocated among the holders of the
various classes of series 2006-C4 certificates that have principal
balances, pro rata in accordance with those principal balances;
o 4.0% of the voting rights will be allocated among the holders of the
class X certificates, pro rata in accordance with their respective
notional amounts; and
o 0.0% of the voting rights will be allocated among the holders of the
class R and Y certificates.
provided that, solely for the purpose of determining the voting rights of the
classes of series 2006-C4 certificates specified in the first bullet, Appraisal
Reduction Amounts (determined as set forth herein) will be treated as Realized
Losses with respect to the calculation of the total principal balances of such
certificates (but Appraisal Reduction Amounts will not reduce the total
principal balance of any class for purposes of determining the series 2006-C4
controlling class, the series 2006-C4 controlling class representative or the
Majority Controlling Class Certificateholder).
Voting rights allocated to a class of series 2006-C4 certificateholders
will be allocated among those certificateholders in proportion to their
respective percentage interests in that class.
TERMINATION
The obligations created by the series 2006-C4 pooling and servicing
agreement will terminate following the earliest of:
1. the final payment or advance on, or other liquidation of, the last
mortgage loan or related REO Property remaining in the trust fund; and
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2. the purchase of all of the mortgage loans and REO Properties remaining
in the trust fund by the special servicer, the Majority Controlling
Class Certificateholder or the master servicer, in that order of
preference.
Written notice of termination of the series 2006-C4 pooling and servicing
agreement will be given to each series 2006-C4 certificateholder. The final
payment with respect to each series 2006-C4 certificate will be made only upon
surrender and cancellation of that certificate at the office of the series
2006-C4 certificate registrar or at any other location specified in the notice
of termination.
Any purchase by the special servicer, the Majority Controlling Class
Certificateholder or the master servicer of all the mortgage loans and REO
Properties remaining in the trust fund is required to be made at a price equal
to:
o the sum of--
1. the total Stated Principal Balance of all the mortgage loans then
included in the trust fund, other than any mortgage loans as to
which the mortgaged real properties have become REO Properties,
together with--
(a) all unpaid and unadvanced interest, other than Default
Interest and Post-ARD Additional Interest, on those mortgage
loans up to, but not including their respective due dates in
the related collection period, and
(b) all unreimbursed advances for those mortgage loans, together
with any interest on those advances owing to the parties
that made them, and
2. the appraised value of all REO Properties then included in the
trust fund, as determined by an appraiser selected by the master
servicer and approved by the trustee; minus
o if the purchaser is the master servicer or the special servicer, the
aggregate amount of unreimbursed advances made by that servicer,
together with any interest accrued and payable to that servicer in
respect of unreimbursed advances in accordance with the series 2006-C4
pooling and servicing agreement and any unpaid master servicing fees
or special servicing fees, as applicable, remaining outstanding (which
items shall be deemed to have been paid or reimbursed to the master
servicer or the special servicer, as the case may be, in connection
with such purchase).
That purchase will result in early retirement of the then outstanding
series 2006-C4 certificates. However, the right of the special servicer, the
Majority Controlling Class Certificateholder or the master servicer to make the
purchase is subject to the requirement that the total Stated Principal Balance
of the mortgage pool, be less than 1.0% of the initial total principal balance
of all the series 2006-C4 certificates. The termination price, exclusive of any
portion of the termination price payable or reimbursable to any person other
than the series 2006-C4 certificateholders, will constitute part of the Total
Available P&I Funds for the final distribution date.
In addition, following the date on which the total principal balance of the
class A-1, A-2, A-SB, A-3, A-1A, A-M, A-J, B, C, D, E, F, G and H certificates
are reduced to zero, the issuing entity may also be terminated, with the consent
of 100 percent of the remaining series 2006-C4 certificateholders and subject to
such additional conditions as may be set forth in the series 2006-C4 pooling and
servicing agreement, in connection with the exchange of all the remaining series
2006-C4 certificates for all the mortgage loans and foreclosure properties held
by the issuing entity at the time of the exchange.
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YIELD AND MATURITY CONSIDERATIONS
YIELD CONSIDERATIONS
General. The yield on any offered certificate will depend on:
o the price at which the certificate is purchased by an investor, and
o the rate, timing and amount of payments on the certificate.
The rate, timing and amount of payments on any offered certificate will in
turn depend on, among other things,
o the pass-through rate for the certificate, which will be fixed or
variable, as described in this offering prospectus,
o the rate and timing of principal payments, including principal
prepayments, and other principal collections on the underlying
mortgage loans and the extent to which those amounts are to be applied
or otherwise result in reduction of the principal balance of the
certificate,
o the rate, timing and severity of Realized Losses and Additional Trust
Fund Expenses and the extent to which those losses and expenses result
in the reduction of the principal balance of, or the total payments
on, the certificate, and
o the timing and severity of any Net Aggregate Prepayment Interest
Shortfalls and the extent to which those shortfalls result in the
reduction of the interest payments on the certificate.
See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this offering
prospectus and "--Rate and Timing of Principal Payments" below.
Pass-Through Rates. If the pass-through rate applicable to any class of
offered certificates is equal to, based upon or limited by the Weighted Average
Pool Pass-Through Rate from time to time, then the yield on those offered
certificates could be sensitive to changes in the relative composition of the
mortgage pool as a result of scheduled amortization, voluntary prepayments and
liquidations of the underlying mortgage loans following default.
See "Description of the Offered Certificates--Payments--Calculation of
Pass-Through Rates" and "Description of the Mortgage Pool" in this offering
prospectus and "--Rate and Timing of Principal Payments" below.
Rate and Timing of Principal Payments. The yield to maturity of any offered
certificates purchased at a discount or a premium will be affected by, the rate
and timing of principal payments made in a reduction of the principal balances
of those certificates. In turn, the rate and timing of principal payments that
are applied or otherwise result in reduction of the principal balance of any
offered certificate will be directly related to the rate and timing of principal
payments on or with respect to the underlying mortgage loans. Finally, the rate
and timing of principal payments on or with respect to the underlying mortgage
loans will be affected by their amortization schedules, the dates on which
balloon payments are due and the rate and timing of principal prepayments and
other unscheduled collections on them, including for this purpose, collections
made in connection with liquidations of mortgage loans due to defaults,
casualties or condemnations affecting the mortgaged real properties, or
purchases or other removals of underlying mortgage loans from the trust.
196
Prepayments and other early liquidations of the underlying mortgage loans
will result in payments on the series 2006-C4 certificates of amounts that would
otherwise be paid over the remaining terms of the mortgage loans. This will tend
to shorten the weighted average lives of the offered certificates. Defaults on
the underlying mortgage loans, particularly at or near their maturity dates, may
result in significant delays in payments of principal on the underlying mortgage
loans and, accordingly, on the series 2006-C4 certificates, while work-outs are
negotiated or foreclosures are completed. These delays will tend to lengthen the
weighted average lives of the offered certificates. In addition, the ability of
a borrower under an ARD Loan, to repay that loan on the related anticipated
repayment date will generally depend on its ability to either refinance the
mortgage loan or sell the corresponding mortgaged real property. Also, a
borrower under an ARD Loan 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
included in the trust fund will be paid in full on its anticipated repayment
date.
The extent to which the yield to maturity on any offered certificate may
vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the underlying mortgage loans are in turn paid or
otherwise result in a reduction of the principal balance of the 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 underlying
mortgage loans could result in an actual yield to you that is lower than your
anticipated yield. If you purchase your offered certificates at a premium, you
should consider the risk that a faster than anticipated rate of principal
payments on the underlying mortgage loans could result in an actual yield to you
that is lower than your anticipated yield.
In the event that prepayments and other early liquidations occur with
respect to underlying mortgage loans that have relatively high net mortgage
interest rates, the Weighted Average Pool Pass-Through Rate would decline, which
could, in turn, adversely affect the yield on any offered certificate with a
variable or capped pass-through rate.
Because the rate of principal payments on or with respect to the underlying
mortgage loans will depend on future events and a variety of factors, no
assurance can be given as to that rate or the rate of principal prepayments in
particular.
Even if they are collected and payable on your offered certificates,
prepayment premiums and yield maintenance charges may not be sufficient to
offset fully any loss in yield on your offered certificates attributable to the
related prepayments of the underlying mortgage loans.
Delinquencies and Defaults on the Mortgage Loans. The rate and timing of
delinquencies and defaults on the underlying mortgage loans will affect the
amount of payments on your offered certificates, the yield to maturity of your
offered certificates, the rate of principal payments on your offered
certificates and the weighted average life of your offered certificates.
Delinquencies on the underlying mortgage loans, unless covered by monthly debt
service advances, may result in shortfalls in payments of interest and/or
principal on your offered certificates for the current month.
197
If--
o you calculate the anticipated yield to maturity for your offered
certificates based on an assumed rate of default and amount of losses
on the underlying mortgage loans that is lower than the default rate
and amount of losses actually experienced, and
o the additional losses result in a reduction of the total payments on
or the principal balance of your offered certificates,
then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.
The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total payments on or the principal balance of your offered
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 underlying mortgage loans do not result in a
reduction of the total payments on or the principal balance of your offered
certificates, the losses may still affect the timing of payments on, and the
weighted average life and/or yield to maturity of, your offered certificates.
In addition, if the master servicer or the trustee reimburses itself out of
general collections on the mortgage pool for any advance that it has determined
is not recoverable out of collections on the related underlying mortgage loan,
then that advance (together with accrued interest thereon) will be deemed, to
the fullest extent permitted, to be reimbursed out of payments and other
collections of principal on the underlying mortgage loans otherwise
distributable on the series 2006-C4 certificates, prior to being deemed
reimbursed out of payments and other collections of interest on the underlying
mortgage loans otherwise distributable on the series 2006-C4 certificates. As a
result, the Total Principal Distribution Amount for the corresponding
distribution date would be reduced, to not less than zero, by the amount of any
such reimbursement. Accordingly, any such reimbursement would have the effect of
reducing current payments of principal to any holders of the offered
certificates otherwise entitled thereto.
The Effect of Loan Groups. The mortgage pool has been divided into two loan
groups for purposes of calculating distributions on certain classes of the
offered certificates. As a result, the holders of the class A-1, A-2, A-SB and
A-3 certificates will be very affected by the rate, timing and amount of
payments and other collections of principal on, and by delinquencies and
defaults on, the mortgage loans in loan group no. 1 and, in the absence of
significant losses on the mortgage pool, should be largely unaffected by the
rate, timing and amount of payments and other collections of principal on, and
by delinquencies and defaults on, the mortgage loans in loan group no. 2. In
addition, the holders of the class A-1A certificates will be very affected by
the rate, timing and amount of payments and other collections of principal on,
and by delinquencies and defaults on, the mortgage loans in loan group no. 2
and, prior to the retirement of the class A-1, A-2, A-SB and A-3 certificates,
in the absence of significant losses on the mortgage pool, should be largely
unaffected by the rate, timing and amount of payments and other collections of
principal on, and by delinquencies and defaults on, the mortgage loans in loan
group no. 1. Investors should take this into account when reviewing this "Yield
and Maturity Considerations" section.
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
with respect to the mortgage loans included in the trust fund:
198
o prevailing interest rates;
o the terms of the mortgage loans, including--
1. provisions that require the payment of prepayment premiums and
yield maintenance charges,
2. provisions that impose prepayment lock-out periods, and
3. amortization terms that require balloon payments;
o the demographics and relative economic vitality of the areas in which
the related mortgaged real properties are located;
o the general supply and demand for commercial and multifamily rental
space of the type available at the related mortgaged real properties
in the areas in which those properties are located;
o the quality of management of the mortgaged real properties;
o the servicing of the mortgage loans;
o possible changes in tax laws; and
o other opportunities for investment.
See "Risk Factors," "Description of the Mortgage Pool" and "The Series
2006-C4 Pooling and Servicing Agreement" in this offering prospectus and
"Description of the Governing Documents" and "Yield and Maturity Considerations"
in the accompanying base prospectus.
The rate of prepayment on the mortgage loans included in the trust fund is
likely to be affected by prevailing market interest rates for real estate loans
of a comparable type, term and risk level. When the prevailing market interest
rate is below the annual rate at which a mortgage loan accrues interest, the
related borrower may have an increased incentive to refinance the mortgage loan.
Conversely, to the extent prevailing market interest rates exceed the annual
rate at which a mortgage loan accrues interest, the related borrower may be less
likely to voluntarily prepay the mortgage loan. Assuming prevailing market
interest rates exceed the revised mortgage interest rate at which an ARD Loan
accrues interest following its anticipated repayment date, the primary incentive
for the related borrower to prepay the mortgage 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 in the
trust fund will be prepaid on or before its anticipated repayment date or on any
other date prior to maturity.
Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some underlying borrowers may
sell their mortgaged real properties in order to realize their equity in those
properties, to meet cash flow needs or to make other investments. In addition,
some underlying borrowers may be motivated by federal and state tax laws, which
are subject to change, to sell their mortgaged real properties prior to the
exhaustion of tax depreciation benefits.
A number of the underlying borrowers are partnerships. The bankruptcy of
the general partner in a partnership may result in the dissolution of the
partnership. The dissolution of a borrower partnership, the
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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.
We make no representation or warranty regarding:
o the particular factors that will affect the rate and timing of
prepayments and defaults on the underlying mortgage loans;
o the relative importance of those factors;
o the percentage of the total principal balance of the underlying
mortgage loans that will be prepaid or as to which a default will have
occurred as of any particular date; or
o the overall rate of prepayment or default on the underlying mortgage
loans.
Unpaid Interest. If the portion of the Total Available P&I Funds payable
with respect to interest on any class of offered certificates on any
distribution date is less than the total amount of interest then payable for
that class, the shortfall will be payable to the holders of those certificates
on subsequent distribution dates, subject to the Total Available P&I Funds on
those subsequent distribution dates and the priority of payments described under
"Description of the Offered Certificates--Payments--Priority of Payments" in
this offering prospectus. That shortfall will not bear interest, however, and
will therefore negatively affect the yield to maturity of that class of offered
certificates for so long as it is outstanding.
Delay in Payments. Because monthly payments will not be made on the offered
certificates until several days after the due dates for the underlying mortgage
loans during the related collection period, your effective yield will be lower
than the yield that would otherwise be produced by your pass-through rate and
purchase price, assuming that purchase price did not account for a delay.
PREPAYMENT MODELS
Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this offering prospectus is the Constant Prepayment
Rate or CPR model. The CPR model represents an assumed constant annual rate of
prepayment each month, expressed as a per annum percentage of the then
outstanding principal balance of the subject mortgage loan(s). The CPR model
does not purport to be either an historical description of the prepayment
experience of any pool of loans or a prediction of the anticipated rate of
prepayment of any pool of loans. We do not make any representations about the
appropriateness of the CPR model.
WEIGHTED AVERAGE LIVES
The weighted average life of any offered certificate with a principal
balance refers to the average amount of time that will elapse from the Issue
Date until each dollar to be applied in reduction of the principal balance of
that certificate is distributed to the investor. For purposes of this offering
prospectus, the weighted average life of any offered certificate with a
principal balance is determined as follows:
o multiply the amount of each principal payment on the certificate by
the number of years from the assumed settlement date to the related
distribution date;
o sum the results; and
o divide the sum by the total amount of the reductions in the principal
balance of the certificate.
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Accordingly, the weighted average life of any offered certificate with a
principal balance will be influenced by, among other things, the rate at which
principal of the underlying mortgage loans is paid or otherwise collected or
advanced and the extent to which those payments, collections and/or advances of
principal are in turn applied in reduction of the principal balance of that
certificate.
As described in this offering prospectus, the Total Principal Distribution
Amount for each distribution date will be payable first with respect to the
class A-1, A-2, A-SB, A-3 and/or A-1A certificates (allocated among those
classes as described under "Description of the Offered
Certificates--Payments--Payments of Principal" and "--Payments--Priority of
Payments" in this offering prospectus), until the total principal balances of
those classes are reduced to zero and will thereafter be distributable entirely
with respect to the other classes of offered certificates, sequentially based
upon their relative seniority, in each case until the related principal balance
is reduced to zero. Because of the order in which the Total Principal
Distribution Amount is applied, the weighted average lives of some classes of
offered certificates may be shorter, and the weighted average lives of the other
classes of offered certificates may be longer, than would otherwise be the case
if the principal payment amount for each distribution date was being paid on a
pro rata basis among the respective classes of series 2006-C4 certificates with
principal balances.
The tables set forth in Annex C show with respect to each class of offered
certificates--
o the weighted average life of that class, and
o the percentage of the initial total principal balance of that class
that would be outstanding after each of the specified dates, based
upon each of the indicated levels of CPR and the Maturity Assumptions.
We make no representation that--
o the mortgage loans (or any particular group of underlying mortgage
loans) in the trust fund will prepay in accordance with the
assumptions set forth in this offering prospectus at any of the CPRs
shown or at any other particular prepayment rate,
o all the mortgage loans (or any particular group of underlying mortgage
loans) in the trust fund will prepay in accordance with the
assumptions set forth in this offering prospectus at the same rate, or
o mortgage loans in the trust fund that are in a lock-out/defeasance
period, a yield maintenance period or declining premium period will
not prepay as a result of involuntary liquidations upon default or
otherwise.
LEGAL PROCEEDINGS
There are no legal proceedings pending against us, the sponsors, the
trustee, the issuing entity, the master servicer or the special servicer, or to
which any property of the foregoing parties are subject, that is material to the
series 2006-C4 certificateholders, nor do we have actual knowledge of any
proceedings of this type contemplated by governmental authorities.
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USE OF PROCEEDS
Substantially all of the proceeds from the sale of the offered certificates
will be used by us to--
o purchase the mortgage loans that we will include in the issuing
entity, and
o pay expenses incurred in connection with the issuance of the series
2006-C4 certificates.
FEDERAL INCOME TAX CONSEQUENCES
GENERAL
Upon the issuance of the offered certificates, Sidley Austin LLP, our
counsel, will deliver its opinion generally to the effect that, assuming
compliance with the series 2006-C4 pooling and servicing agreement, and subject
to any other assumptions set forth in the opinion, each of REMIC I and REMIC II
will qualify as a REMIC under the Internal Revenue Code.
The assets of REMIC I will generally include--
o the underlying mortgage loans,
o any REO Properties acquired on behalf of the series 2006-C4
certificateholders,
o the master servicer's collection account and (exclusive of amounts on
deposit therein allocable to the related Non-Trust Loan(s)) Loan
Combination-specific custodial accounts,
o the special servicer's REO account, and
o the trustee's distribution account and interest reserve account.
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 be the assets of REMIC II;
o the class A-1, A-2, A-SB, A-3, A-1A, X, A-M, A-J, B, C, D, E, F, G, H,
J, K, L, M, N, O and P certificates will evidence the regular
interests in, and will generally be treated as debt obligations of,
REMIC II;
o the class R certificates will evidence the sole class of residual
interests in each of REMIC I and REMIC II; and
o the class Y certificates will evidence 100% of the beneficial
ownership of the grantor trust consisting of any Post-ARD Additional
Interest collected on any ARD Loan.
For federal income tax purposes, each of the class X certificates will
evidence multiple regular interests in REMIC II.
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DISCOUNT AND PREMIUM
For federal income tax reporting purposes, one or more classes of the
offered certificates may be issued with more than a de minimis amount of
original issue discount. If you own an offered certificate issued with original
issue discount, you may have to report original issue discount income and be
subject to a tax on this income before you receive a corresponding cash payment.
The IRS has issued regulations under sections 1271 to 1275 of the Internal
Revenue Code generally addressing the treatment of debt instruments issued with
original issue discount. Section 1272(a)(6) of the Internal Revenue Code
provides for special rules applicable to the accrual of original issue discount
on, among other things, REMIC regular certificates. The Treasury Department has
not issued regulations under that section. You should be aware, however, that
the regulations issued under sections 1271 to 1275 of the Internal Revenue Code
and section 1272(a)(6) of the Internal Revenue Code do not adequately address
all issues relevant to, or are not applicable to, prepayable securities such as
the offered certificates. We recommend that you consult with your own tax
advisor concerning the tax treatment of your offered certificates.
If the method for computing original issue discount described in the
accompanying base prospectus results in a negative amount for any period with
respect to any holder of offered certificates, the amount of original issue
discount allocable to such period would be zero.
Some of the offered certificates may be treated for U.S. federal income tax
purposes as having been issued at a premium. Whether any holder of an interest
in these offered certificates will be treated as holding a certificate with
amortizable bond premium will depend on the certificateholder's purchase price
and the payments remaining to be made on the certificate at the time of its
acquisition by the certificateholder. If you acquire an interest in any offered
certificates issued at a premium, you should consider consulting your own tax
advisor regarding the possibility of making an election to amortize the premium.
See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Regular Certificates--Premium" in the accompanying base prospectus.
When determining the rate of accrual of original issue discount, market
discount and premium, if any, with respect to the series 2006-C4 certificates
for federal income tax purposes, the prepayment assumption will be that,
subsequent to the date of any determination--
o the ARD Loans in the trust fund will be paid in full on their
respective anticipated repayment dates,
o no mortgage loan in the trust fund will otherwise be prepaid prior to
maturity, and
o there will be no extension of maturity for any mortgage loan in the
trust fund.
However, no representation is made as to the actual rate at which the
mortgage loans in the trust fund will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
accompanying base prospectus.
PREPAYMENT CONSIDERATION
Prepayment premiums and yield maintenance charges actually collected on the
underlying mortgage loans will be paid on certain classes of the offered
certificates as and to the extent described under "Description of the Offered
Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance
Charges" in this offering prospectus. It is not entirely clear under the
Internal Revenue Code when the amount of a prepayment premium or yield
maintenance charge should be taxed to the holder of a class of offered
certificates entitled to that amount. For federal income tax reporting purposes,
the tax administrator will report prepayment premiums
203
or yield maintenance charges as income to the holders of a class of offered
certificates entitled thereto only after the master servicer's actual receipt of
those amounts. The IRS may nevertheless seek to require that an assumed amount
of prepayment premiums and yield maintenance charges be included in payments
projected to be made on the applicable offered certificates and that the taxable
income be reported based on the projected constant yield to maturity of those
offered certificates. Therefore, the projected prepayment premiums and yield
maintenance charges would be included prior to their actual receipt by holders
of the applicable offered certificates. If the projected prepayment premiums and
yield maintenance charges were not actually received, presumably the holder of
an offered certificate would be allowed to claim a deduction or reduction in
gross income at the time the 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. However, the correct characterization of the income is
not entirely clear. We recommend you consult your own tax advisors concerning
the treatment of prepayment premiums and yield maintenance charges.
CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES
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 Internal
Revenue Code in the same proportion that the assets of the issuing entity 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 Internal Revenue Code to the extent that those certificates are treated
as "real estate assets" within the meaning of section 856(c)(5)(B) of the
Internal Revenue Code.
Most of the mortgage loans to be included in the trust fund are not secured
by real estate used for residential or other purposes prescribed in section
7701(a)(19)(C) of the Internal Revenue Code. Consequently, it appears that 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 a thrift institution seeking to be treated as a "domestic
building and loan association" under section 7701(a)(19)(C) of the Internal
Revenue Code. The offered certificates will be treated as "qualified mortgages"
for another REMIC under section 860G(a)(3)(C) of the Internal Revenue Code.
To the extent an offered certificate represents ownership of an interest in
a mortgage loan that is secured in part by the related borrower's interest in a
bank account or reserve fund, that mortgage loan is not secured solely by real
estate. Therefore:
o a portion of that certificate may not represent ownership of "loans
secured by an interest in real property" or other assets described in
section 7701(a)(19)(C) of the Internal Revenue Code;
o a portion of that certificate may not represent ownership of "real
estate assets" under section 856(c)(5)(B) of the Internal Revenue
Code; and
o the interest on that certificate may not constitute "interest on
obligations secured by mortgages on real property" within the meaning
of section 856(c)(3)(B) of the Internal Revenue Code.
In addition, most of the mortgage loans that we intend to include in the
trust fund contain defeasance provisions under which the lender may release its
lien on the collateral securing the mortgage loan in return for the borrower's
pledge of substitute collateral in the form of Government Securities. Generally,
under the Treasury regulations, if a REMIC releases its lien on real property
that secures a qualified mortgage, that mortgage ceases to be a qualified
mortgage on the date the lien is released unless certain conditions are
satisfied. In order for the mortgage loan to remain a qualified mortgage, the
Treasury regulations require that--
(1) the borrower pledges substitute collateral that consist solely of
Government Securities;
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(2) the mortgage loan documents allow that substitution;
(3) the lien is released to facilitate the disposition of the property or
any other customary commercial transaction, and not as part of an
arrangement to collateralize a REMIC offering with obligations that
are not real estate mortgages; and
(4) the release is not within two years of the startup day of the REMIC.
Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real estate asset" and
interest on that loan would not constitute "interest on obligations secured by
real property" for purposes of sections 7701(a)(19)(C), 856(c)(5)(B) and
856(c)(3)(B) of the Internal Revenue Code, respectively.
See "Description of the Mortgage Pool" in this offering prospectus and
"Federal Income Tax Consequences--REMICs--Characterization of Investments in
REMIC Certificates" in the accompanying base prospectus.
PROHIBITED TRANSACTIONS TAX AND OTHER TAXES
In the case of REO Properties directly operated by the special servicer, a
tax may be imposed on any of the REMICs should the REO Properties consist
primarily of hotels and income from the REO Property would be apportioned and
classified as "service" or "non-service" income. The "service" portion of the
income could be treated as net income from foreclosure property or net income
from a prohibited transaction subject to federal tax either at the highest
marginal corporate tax rate or at the 100% rate, respectively. Any tax imposed
on the issuing entity's income from an REO Property would reduce the amount
available for payment to the series 2006-C4 certificateholders.
See "The Series 2006-C4 Pooling and Servicing Agreement--REO Properties" in
this offering prospectus and "Federal Income Tax
Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the
accompanying base prospectus.
For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Federal Income Tax
Consequences--REMICs" in the accompanying base prospectus.
ERISA CONSIDERATIONS
If you are--
o a fiduciary of a Plan, or
o any other person investing "plan assets" of any Plan,
you are encouraged to carefully review with your legal advisors whether the
purchase or holding of an offered certificate would be a "prohibited
transaction" or would otherwise be impermissible under ERISA or section 4975 of
the Internal Revenue Code. See "ERISA Considerations" in the accompanying base
prospectus.
If a Plan acquires a series 2006-C4 certificate, the underlying assets of
the trust fund will be deemed for purposes of ERISA to be assets of the
investing Plan, unless certain exceptions apply. See "ERISA Considerations--Plan
Asset Regulations" in the accompanying base prospectus. However, we cannot
predict in advance, nor can there be any continuing assurance, whether those
exceptions may be applicable because of the factual nature of the rules set
forth in the Plan Asset Regulations. For example, one of the exceptions in the
Plan
205
Asset Regulations states that the underlying assets of an entity will not be
considered "plan assets" if less than 25% of the value of each class of equity
interests is held by "benefit plan investors," which include Plans, as well as
employee benefit plans not subject to ERISA, such as governmental plans, but
this exception will be tested immediately after each acquisition of a series
2006-C4 certificate, whether upon initial issuance or in the secondary market.
Because there are no relevant restrictions on the purchase and transfer of the
series 2006-C4 certificates by Plans, it cannot be assured that benefit plan
investors will own less than 25% of each class of the series 2006-C4
certificates.
If one of the exceptions in the Plan Asset Regulations applies, the
prohibited transaction provisions of ERISA and the Internal Revenue Code will
not apply to transactions involving the issuing entity's underlying assets.
However, if the issuing entity or any of the Exemption-Favored Parties is a
Party in Interest with respect to the Plan, the acquisition or holding of
offered certificates by that Plan could result in a prohibited transaction,
unless the Underwriter Exemption, as discussed below, or some other exemption is
available.
The U.S. Department of Labor issued an individual prohibited transaction
exemption to a predecessor of Citigroup Global Markets Inc., which exemption is
identified as Prohibited Transaction Exemption 91-14, as amended by Prohibited
Transaction Exemptions 2000-58 and 2002-41. Subject to the satisfaction of
conditions set forth in the Underwriter Exemption, it generally exempts from the
application of the prohibited transaction provisions of sections 406(a) and (b)
and 407(a) of ERISA, and the excise taxes imposed on these prohibited
transactions under sections 4975(a) and (b) of the Internal Revenue Code,
specified transactions relating to, among other things--
o the servicing and operation of pools of real estate loans, such as the
mortgage pool, and
o the purchase, sale and holding of mortgage pass-through certificates,
such as the offered certificates, that are underwritten by an
Exemption-Favored Party.
The Underwriter Exemption sets forth five general conditions which must be
satisfied for a transaction involving the purchase, sale and holding of an
offered certificate to be eligible for exemptive relief under the exemption. The
conditions are as follows:
o first, the acquisition of the 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, at the time of its acquisition by the Plan, the certificate
must be rated in one of the four highest generic rating categories by
S&P, Fitch or Moody's;
o third, the trustee cannot be an affiliate of any other member of the
Restricted Group (other than an underwriter);
o fourth, the following must be true--
1. the sum of all payments made to and retained by Exemption-Favored
Parties must represent not more than reasonable compensation for
underwriting the relevant class of certificates,
2. the sum of all payments made to and retained by us in connection
with the assignment of mortgage loans to the issuing entity must
represent not more than the fair market value of the obligations,
and
206
3. 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 that person's
services under the series 2006-C4 pooling and servicing agreement
and reimbursement of that person's reasonable expenses in
connection therewith; and
o fifth, the investing Plan must be an accredited investor as defined in
Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as
amended.
It is a condition of their issuance that the each class of offered
certificates receive an investment grade rating from each of Fitch and Moody's.
In addition, the initial trustee is not an affiliate of any other member of the
Restricted Group. Accordingly, as of the Issue Date, the second and third
general conditions set forth above will be satisfied with respect to the offered
certificates. A fiduciary of a Plan contemplating the purchase of an offered
certificate in the secondary market must make its own determination that, at the
time of the purchase, the certificate continues to satisfy the second and third
general conditions set forth above. A fiduciary of a Plan contemplating the
purchase of an offered certificate, whether in the initial issuance of the
certificate or in the secondary market, must make its own determination that the
first and fourth general conditions set forth above will be satisfied with
respect to the certificate as of the date of the purchase. A Plan's authorizing
fiduciary will be deemed to make a representation regarding satisfaction of the
fifth general condition set forth above in connection with the purchase of an
offered certificate.
The Underwriter Exemption also requires that the issuing entity 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 those other investment pools must
have been rated in one of the four highest generic categories of S&P,
Fitch or Moody's for at least one year prior to the Plan's acquisition
of an offered certificate; and
o certificates evidencing interests in those other investment pools must
have been purchased by investors other than Plans for at least one
year prior to any Plan's acquisition of an offered certificate.
We believe that these requirements have been satisfied as of the date of
this offering prospectus.
If the general conditions of the Underwriter Exemption are satisfied, it
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 Internal Revenue Code by reason of sections 4975(c)(1)(A) through (D) of
the Internal Revenue Code, in connection with--
o the direct or indirect sale, exchange or transfer of an offered
certificate acquired by a Plan upon initial issuance from us or an
Exemption-Favored Party when we are, or a mortgage loan seller, the
trustee, the master servicer, the special servicer, any sub-servicer,
any provider of credit support, Exemption-Favored Party or borrower
is, a Party in Interest with respect to the investing Plan,
o the direct or indirect acquisition or disposition in the secondary
market of an offered certificate by a Plan, and
o the continued holding of an offered certificate by a Plan.
207
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 an
offered certificate on behalf of a Plan sponsored by any member of the
Restricted Group, if such acquisition or holding is by any person who has
discretionary authority or renders investment advice with respect to the assets
of that Plan.
Moreover, if the general conditions of the Underwriter Exemption, as well
as other conditions set forth in the Underwriter Exemption, are satisfied, it
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 Internal Revenue Code in connection with:
o the direct or indirect sale, exchange or transfer of offered
certificates in the initial issuance of those certificates between us
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 the assets of the Plan in those certificates is a
borrower, or an affiliate of a borrower, with respect to 5.0% or less
of the fair market value of the underlying mortgage loans;
o the direct or indirect acquisition or disposition in the secondary
market of offered certificates by a Plan; and
o the continued holding of offered certificates by a Plan.
Further, if the general conditions of the Underwriter Exemption, as well as
other conditions set forth in the Underwriter Exemption are satisfied, it 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
Internal Revenue Code by reason of section 4975(c) of the Internal Revenue Code,
for transactions in connection with the servicing, management and operation of
the trust fund.
Lastly, if the general conditions of the Underwriter Exemption are
satisfied, it may also provide an exemption from the restrictions imposed by
sections 406(a) and 407(a) of ERISA, and the taxes imposed by sections 4975(a)
and (b) of the Internal Revenue Code, by reason of sections 4975(c)(1)(A)
through (D) of the Internal Revenue Code, if the 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--
o providing services to the Plan, or
o having a specified relationship to this person,
solely as a result of the Plan's ownership of offered certificates.
Before purchasing an offered certificate, a fiduciary of a Plan should
itself confirm that the general and other conditions set forth in the
Underwriter Exemption, and the other requirements set forth in the Underwriter
Exemption, would be satisfied at the time of the purchase.
EXEMPT PLANS
A governmental plan as defined in section 3(32) of ERISA is not subject to
ERISA or section 4975 of the Internal Revenue Code. However, 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 Internal Revenue Code. A
fiduciary of a governmental plan should make its own determination as to the
need for and the availability of any exemptive relief under any similar law.
208
FURTHER WARNINGS
Any fiduciary of a Plan considering whether to purchase an offered
certificate on behalf of that Plan is encouraged to consult with its counsel
regarding the applicability of the fiduciary responsibility and prohibited
transaction provisions of ERISA and the Internal Revenue Code to the investment.
The sale of offered certificates to a Plan is in no way a representation or
warranty by us or any of the underwriters that--
o the investment meets all relevant legal requirements with respect to
investments by Plans generally or by any particular Plan, or
o the 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 those certificates, is
subject to significant interpretive uncertainties.
Neither we nor any of the underwriters 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:
o are legal investments for them; or
o are subject to investment, capital or other restrictions.
In addition, you should 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:
o prudent investor provisions;
o percentage-of-assets limits; and
o provisions which may restrict or prohibit investment in securities
which are not interest bearing or income paying.
There may be other restrictions on the ability of 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 are legal
investments for the investors.
See "Legal Investment" in the accompanying base prospectus.
209
METHOD OF DISTRIBUTION
Subject to the terms and conditions of an underwriting agreement between us
and the underwriters, the underwriters will purchase from us, upon initial
issuance, their respective allotments, as specified in the tables below, of the
offered certificates. As specified in the tables below, not every underwriter is
obligated to purchase offered certificates from us. 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 29, 2006,
against payment therefor in immediately available funds. We will identify in a
final prospectus supplement relating to the offered certificates the amount of
proceeds that we will receive from the sale of the offered certificates, before
deducting expenses payable by us.
CITIGROUP GLOBAL BARCLAY'S PNC CAPITAL BANC OF AMERICA DEUTSCHE BANK
CLASS MARKETS INC. CAPITAL INC. MARKETS LLC SECURITIES LLC SECURITIES INC.
---------- ---------------- ------------ ----------- --------------- ---------------
Class A-1
Class A-2
Class A-SB
Class A-3
Class A-1A
Class A-M
Class A-J
Class B
Class C
Class D
With respect to this offering--
o Citigroup Global Markets Inc. is acting as co-lead manager and sole
bookrunning manager; and
o Barclays Capital Inc. is acting as co-lead manager;
o PNC Capital Markets LLC, Banc of America Securities LLC and Deutsche
Bank Securities Inc. will act as co-managers.
Distribution of the offered certificates will be made by the underwriters
from time to time in negotiated transactions or otherwise at varying prices to
be determined at the time of sale. In the case of each underwriter, any profit
on the resale of the offered certificates positioned by it may be deemed to be
underwriting discounts and commissions under the Securities Act.
The underwriters may sell the offered certificates to or through dealers,
and those dealers may receive compensation in the form of underwriting
discounts, concessions or commissions from the underwriters. Depending on the
facts and circumstances of the purchases, purchasers of the offered
certificates, including dealers, may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with reoffers and sales by them of
offered certificates. Accordingly, 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. Holders of offered certificates should
consult with their legal advisors in this regard prior to any reoffer or sale of
those certificates.
The underwriters have advised us that some of the underwriters presently
intend to make a market in the offered certificates, but they 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.
210
Each underwriter has represented to and agreed with us that:
o it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA") received by
it in connection with the issue or sale of any offered certificates in
circumstances in which section 21(1) of the FSMA does not apply to us;
and
o it has complied and will comply with all applicable provisions of the
FSMA with respect to anything done by it in relation to the offered
certificates in, from or otherwise involving the United Kingdom.
In relation to each Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State"), each
underwriter has represented and agreed with us that with effect from and
including the date on which the Prospectus Directive is implemented in that
Relevant Member State (the "Relevant Implementation Date") it has not made and
will not make an offer of series 2006-C4 certificates to the public in that
Relevant Member State prior to the publication of a prospectus in relation to
the series 2006-C4 certificates which has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent authority in that
Relevant Member State, all in accordance with the Prospectus Directive, except
that it may, with effect from and including the Relevant Implementation Date,
make an offer of series 2006-C4 certificates to the public in that Relevant
Member State at any time:
(a) to legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose
corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at
least 250 employees during the last financial year; (2) a total
balance sheet of more than (euro)43,000,000 and (3) an annual net
turnover of more than (euro)50,000,000, as shown in its last annual or
consolidated accounts; or
(c) in any other circumstances which do not require the publication by us
of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of the foregoing, the expression an "offer of series
2006-C4 certificates to the public" in relation to any series 2006-C4
certificates in any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the offer and the
series 2006-C4 certificates to be offered so as to enable an investor to decide
to purchase or subscribe the series 2006-C4 certificates, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive
in that Member State and the expression "Prospectus Directive" means Directive
2003/71/EC and includes any relevant implementing measure in each Relevant
Member State.
We have agreed to indemnify each underwriter and each person, if any, who
controls that underwriter within the meaning of Section 15 of the Securities Act
against, or make contributions to the underwriters and each of those controlling
persons with respect to, various liabilities, including specific liabilities
under the Securities Act. Each of the mortgage loan sellers has agreed to
indemnify us, our officers and directors, the underwriters, and each person, if
any, who controls us or any underwriter within the meaning of Section 15 of the
Securities Act, with respect to liabilities, including specific liabilities
under the Securities Act, relating to the mortgage loans being sold by the
particular mortgage loan seller for inclusion in the trust fund.
We expect that delivery of the offered certificates will be made against
payment therefor on or about June 29, 2006, which is more than three business
days following the date of pricing of the offered certificates.
211
Under Rule 15c6-1 of the SEC under the Securities Exchange Act of 1934, trades
in the secondary market generally are required to settle in three business days,
unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers of the offered certificates should take this into account on
re-trade.
LEGAL MATTERS
Particular legal matters relating to the offered certificates will be
passed upon for us and the underwriters by Sidley Austin LLP, New York, New
York.
RATINGS
It is a condition to their issuance that the respective classes of offered
certificates be rated as follows by Fitch and Moody's:
CLASS FITCH MOODY'S
----- ----- -------
A-1 AAA Aaa
A-2 AAA Aaa
A-SB AAA Aaa
A-3 AAA Aaa
A-1A AAA Aaa
A-M AAA Aaa
A-J AAA Aaa
B AA Aa2
C AA- Aa3
D A A2
o The ratings on the offered certificates address the likelihood of the
timely receipt by the holders of all payments of interest to which
they are entitled on each distribution date and the ultimate receipt
by the holders of all payments of principal to which those holders are
entitled on or before the related rated final distribution date. The
rated final distribution date for the offered certificates is the
distribution date in March 2049.
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 principal required under the offered certificates.
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 issuing
entity,
o whether or to what extent prepayments of principal may be received on
the underlying mortgage loans,
o the likelihood or frequency of prepayments of principal on the
underlying mortgage loans,
o the degree to which the amount or frequency of prepayments of
principal on the underlying mortgage loans might differ from those
originally anticipated,
o whether or to what extent the interest payable on any class of offered
certificates may be reduced in connection with Net Aggregate
Prepayment Interest Shortfalls,
212
o whether and to what extent prepayment premiums, yield maintenance
charges, Default Interest or Post-ARD Additional Interest will be
received, and
o the yield to maturity that investors may experience.
Also, a security rating does not represent any assessment of the
possibility that the holders of the class XP certificates might not fully
recover their investment in the event of rapid prepayments and/or other early
liquidations of the underlying mortgage loans.
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 of
offered certificates and, if so, what the rating would be. A rating assigned to
any class of offered certificates by a rating agency that has not been requested
by us to do so may be lower than the rating assigned thereto by Fitch or
Moody's.
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
"Rating" in the accompanying base prospectus.
See "Rating" in the accompanying base prospectus.
213
GLOSSARY
The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this offering
prospectus, including in any of the annexes to this offering prospectus or on
the accompanying diskette.
"30/360 BASIS" means the accrual of interest based on a 360-day year
consisting of twelve 30-day months.
"ACTUAL/360 BASIS" means the accrual of interest based on the actual number
of days elapsed during each one-month accrual period in a year assumed to
consist of 360 days.
"ADDITIONAL TRUST FUND EXPENSE" means any one of certain specified expenses
of the trust that, in any such case, generally:
o arises out of a default on a mortgage loan in the trust fund or an
otherwise unanticipated event;
o is paid out of collections on the mortgage pool or on a particular
mortgage loan in the trust fund;
o is not included in the calculation of a Realized Loss; and
o is not covered by a servicing advance or a corresponding collection
from either the related borrower or a party to the series 2006-C4
pooling and servicing agreement that has no recourse to the issuing
entity for reimbursement.
We provide some examples of Additional Trust Fund Expenses under
"Description of the Offered Certificates--Reductions of Certificate Principal
Balances in Connection with Realized Losses and Additional Trust Expenses" in
this offering prospectus.
"ADMINISTRATIVE FEE RATE" means, for any mortgage loan in the trust fund,
the trustee fee rate plus the applicable master servicing fee rate. The master
servicing fee rate will include any applicable primary servicing fee rate.
"ALLOCATED CUT-OFF DATE BALANCE" means, with respect to any mortgaged real
property, the allocated loan amounts stated in the related mortgage loan
document or, if it is not specified in the related mortgage loan document, the
cut-off date principal balance of the related underlying mortgage loan,
multiplied by the Appraised Value of the particular mortgaged real property,
with the resulting product to be divided by the sum of the Appraised Values of
all mortgaged real properties securing the same underlying mortgage loan.
"ANNUAL DEBT SERVICE" means, for any underlying mortgage loan or ShopKo
Portfolio Non-Trust Loan, subject to the discussion in the next paragraph, 12
times the amount of the monthly debt service due under that mortgage loan as of
the cut-off date (or, in the case of a mortgage loan with an initial
interest-only period, 12 times the amount of the monthly debt service due under
that mortgage loan as of the related due date on which amortization is scheduled
to begin and, in the case of a mortgage loan that is interest-only up to the
related maturity date or, if applicable, any related anticipated repayment date,
the product of (a) the principal balance of that mortgage loan as of the cut-off
date and (b) the annual mortgage rate as adjusted for the interest accrual
method).
With respect to two (2) mortgage loans secured by mortgaged real properties
identified on Annex A-1 to this offering prospectus as Mallard Crossing
Apartments and Four Winds Apartments, respectively, representing in total 1.6%
of the Initial Mortgage Pool Balance, the respective interest rates step up
annually as described
214
under "Description of the Mortgage Pool--Terms and Conditions of the Underlying
Mortgage Loans--Mortgage Rates; Calculation of Interest" in this offering
prospectus. Annual Debt Service for each of these underlying mortgage loans was
calculated using the maximum mortgage rate.
"APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan in the trust fund
as to which an Appraisal Trigger Event has occurred, an amount that:
o will be determined shortly following either--
A. the date on which the relevant appraisal or other valuation is
obtained or performed, as described under "The Series 2006-C4
Pooling and Servicing Agreement--Required Appraisals" in this
offering prospectus, or
B. if no such appraisal or other valuation is required, the date on
which the master servicer obtained knowledge of the relevant
Appraisal Trigger Event, and
monthly thereafter for so long as an Appraisal Trigger Event exists with respect
to the mortgage loan; and
o will generally equal the excess, if any, of "x" over "y" where--
X. "x" is equal to the sum of:
1. the Stated Principal Balance of the mortgage loan;
2. to the extent not previously advanced by or on behalf of the
master servicer or the trustee, all unpaid interest accrued
on the mortgage loan through the most recent due date prior
to the date of determination at a per annum rate equal to
the related Net Mortgage Rate (exclusive of any portion
thereof that constitutes Post-ARD Additional Interest);
3. all accrued but unpaid master servicing fees and special
servicing fees and all accrued but unpaid Additional Trust
Fund Expenses with respect to the mortgage loan;
4. all related unreimbursed advances made by or on behalf of
the master servicer, the special servicer or the trustee
with respect to the mortgage loan, together with interest on
those advances; and
5. all currently due and unpaid real estate taxes and unfunded
improvement reserves and assessments, insurance premiums
and, if applicable, ground rents with respect to the related
mortgaged real property, and
Y. "y" is equal to the sum of:
1. 90% of the resulting appraised value (net of any prior liens
and estimated liquidation expenses) of the related mortgaged
real property or REO Property; and
2. all escrows, reserves and letters of credit held for the
purposes of reserves (provided such letters of credit may be
drawn upon for reserve purposes under the related mortgage
loan documents) held with respect to the mortgage loan.
215
If, however, the appraisal or other valuation referred to above in clause
A. of the first bullet of this definition is required, but it is not obtained or
performed by the 60th day after the Appraisal Trigger Event referred to in the
first bullet of this definition, then until the required appraisal or other
valuation is obtained or performed, the Appraisal Reduction Amount for the
subject mortgage loan will equal 25% of the outstanding principal balance of
that mortgage loan. After receipt of the required appraisal or other valuation,
the special servicer will determine the Appraisal Reduction Amount, if any, for
the subject mortgage loan as described in the first sentence of this definition.
Notwithstanding the foregoing, the ShopKo Portfolio Loan Combination will
be treated as a single mortgage loan for purposes of calculating an Appraisal
Reduction Amount and will take into account unpaid interest on any P&I advances
made with respect to any ShopKo Portfolio Non-Trust Loan under any separate
securitization agreement. Any Appraisal Reduction Amount with respect to the
ShopKo Portfolio Loan Combination will be allocated to the ShopKo Portfolio
Mortgage Loan and the ShopKo Portfolio Non-Trust Loans, on a pro rata and pari
passu basis.
"APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the
trust fund, any of the following events:
o the mortgage loan is 60 days or more delinquent in respect of any
monthly debt service payment (other than a balloon payment);
o the mortgaged real property securing the mortgage loan becomes an REO
Property;
o the mortgage loan has been modified by the special servicer to reduce
the amount of any monthly debt service payment (other than a balloon
payment);
o a receiver is appointed and continues in that capacity with respect to
the related mortgaged real property;
o the related borrower declares bankruptcy or becomes the subject of a
bankruptcy proceeding; or
o the related borrower fails to make any balloon payment on such
mortgage loan by its scheduled maturity date unless the master
servicer has, on or prior to the due date of such balloon payment,
received written evidence from an institutional lender of such
lender's binding commitment to refinance such mortgage loan
(acceptable to the special servicer and the series 2006-C4 controlling
class representative) within 60 days after the due date of such
balloon payment (provided that if such refinancing does not occur
during such time specified in the commitment, an Appraisal Trigger
Event will occur immediately).
However, an Appraisal Trigger Event will cease to exist with respect to a
mortgage loan in the trust fund:
o with respect to the circumstances described in the first and third
bullets of the prior sentence, when the related borrower has made
three consecutive full and timely monthly debt service payments under
the terms of such mortgage loan (as such terms may be changed or
modified in connection with a bankruptcy or similar proceeding
involving the related borrower or by reason of a modification, waiver
or amendment granted or agreed to by the special servicer), and
o with respect to the circumstances described in the fourth, fifth and
sixth bullets of the prior sentence, when those circumstances cease to
exist in the good faith reasonable judgment of the special servicer
and in accordance with the Servicing Standard, but, with respect to
any bankruptcy or insolvency proceedings described in the fourth and
fifth bullets of the prior
216
sentence, no later than the entry of an order or decree dismissing
such proceeding, and with respect to the circumstances described in
the sixth bullet of the prior sentence, no later than the date that
the special servicer agrees to an extension,
so long as at that time no circumstance identified in the first through sixth
bullets of the prior sentence exists that would cause an Appraisal Trigger Event
to continue to exist with respect to such mortgage loan.
"APPRAISAL VALUE" or "APPRAISED VALUE" means, for any mortgaged real
property securing an underlying mortgage loan, the independent appraiser's
estimate of value of the fee simple estate or, where applicable, the leasehold
estate, as stated in the appraisal with a valuation date as specified on Annex
A-1 to this offering prospectus.
"ARD" means anticipated repayment date.
"ARD LOAN" means any mortgage loan in the trust fund having the
characteristics described in the first paragraph under "Description of the
Mortgage Pool--Terms and Conditions of the Underlying Mortgage Loans--ARD Loans"
in this offering prospectus.
"ASSET STATUS REPORT" means the report designated as such, and described
under, "The Series 2006-C4 Pooling And Servicing Agreement--The Series 2006-C4
Controlling Class Representative and the Non-Trust Loan Noteholders--Rights and
Powers of the Series 2006-C4 Controlling Class Representative and the Non-Trust
Loan Noteholders" in this offering prospectus.
"BCRE" means Barclays Capital Real Estate Inc.
"BCRE MORTGAGE LOAN" means any of the underlying loans transferred to us by
BCRE for inclusion in the trust fund and any Qualified Substitute Mortgage Loan
delivered by BCRE in replacement of a BCRE Mortgage Loan.
"CBD" means central business district.
"CGMRC" means Citigroup Global Markets Realty Corp.
"CITIGROUP MORTGAGE LOAN" means any of the underlying mortgage loans
transferred by Citigroup Global Markets Realty Corp. to us for inclusion in the
trust fund and any Qualified Substitute Mortgage Loan delivered by Citigroup
Global Markets Realty Corp. in replacement of a Citigroup Mortgage Loan.
"CLASS A-SB PLANNED PRINCIPAL BALANCE" means, with respect to the class
A-SB certificates for any distribution date, the principal balance specified for
that distribution date on Annex E to this offering prospectus. The principal
balances set forth on Annex E to this offering prospectus were calculated using,
among other things, the Maturity Assumptions and a 0% CPR. Based on the Maturity
Assumptions and a 0% CPR, the total principal balance of the class A-SB
certificates on each distribution date would be reduced to approximately the
scheduled principal balance indicated for that distribution date on Annex E to
this offering prospectus. There is no assurance, however, that the mortgage
loans will perform in conformity with the Maturity Assumptions. Therefore, there
can be no assurance that the total principal balance of the class A-SB
certificates on any payment date will be equal to the scheduled principal
balance that is specified for that distribution date on Annex E to this offering
prospectus.
"CLEARSTREAM" means Clearstream Banking Luxembourg.
"CMSA" means the Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto.
217
"CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then-outstanding principal
balance of a pool of mortgage loans for the life of those loans. The CPR model
is the prepayment model that we use in this offering prospectus.
"CROSSED LOAN" means any mortgage loan in the trust fund that is
cross-collateralized and cross-defaulted with another mortgage loan in the trust
fund.
"CROSSED GROUP" means any group of mortgage loans in the trust fund that
are cross-collateralized and cross-defaulted with each other.
"CUT-OFF DATE LOAN-TO-VALUE RATIO" and "CUT-OFF DATE LTV RATIO" each
generally means, subject to the discussion under "Risk Factors--The Underwritten
Net Cash Flow Debt Service Coverage Ratios and/or Loan-to-Value Ratios for
Certain of the Underlying Mortgage Loans Have Been Adjusted in Consideration of
a Cash Holdback or a Letter of Credit or Based on a Stabilized Appraised Value"
in this offering prospectus:
o with respect to any underlying mortgage loan (other than a Crossed
Loan or the ShopKo Portfolio Mortgage Loan), the ratio of--
1. the cut-off date principal balance of the mortgage loan, to
2. the Appraised Value of the related mortgaged real property or
properties;
o with respect to any Crossed Loan, the ratio of--
1. the total cut-off date principal balance for all of the
underlying mortgage loans in the applicable Crossed Group, to
2. the total Appraised Value for all of the mortgaged real
properties related to the applicable Crossed Group; and
o with respect to the ShopKo Portfolio Mortgage Loan, the ratio of--
1. the total cut-off date principal balance of that underlying
mortgage loan and the ShopKo Portfolio Non-Trust Loans, to
2. the total Appraised Value of the related mortgaged real property
or properties.
"CY ENDED" means calendar year ended.
"DEFAULT INTEREST" means, for any underlying mortgage loan, any interest,
other than late payment charges, prepayment premiums or yield maintenance
charges, that:
o accrues on a defaulted mortgage loan solely by reason of the subject
default; and
o is in excess of all interest at the related mortgage rate set forth on
Annex A-1 to this offering prospectus and any Post-ARD Additional
Interest accrued on the mortgage loan.
"DEFAULTED MORTGAGE LOAN" means an underlying mortgage loan (i) that (A) is
delinquent 60 days or more in respect to a monthly debt service payment (not
including the balloon payment) or (B) is delinquent in respect of its balloon
payment unless the master servicer has, on or prior to the due date of that
balloon payment, received written evidence from an institutional lender of such
lender's binding commitment to refinance such underlying mortgage loan
(acceptable to the special servicer and the series 2006-C4 controlling class
218
representative) within 60 days after the due date of such balloon payment
(provided that, if such refinancing does not occur during such time specified in
the commitment, the subject underlying mortgage loan will immediately become a
Defaulted Mortgage Loan), in either case such delinquency to be determined
without giving effect to any grace period permitted by the related mortgage
instrument or mortgage note and without regard to any acceleration of payments
under the related mortgage instrument and mortgage note, or (ii) as to which the
master servicer or special servicer has, by written notice to the related
borrower, accelerated the maturity of the indebtedness evidenced by the related
mortgage note.
"DEFICIENT VALUATION" means, with respect to any underlying mortgage loan,
a valuation by a court of competent jurisdiction of the related mortgaged real
property in an amount less than the then outstanding principal balance of the
underlying mortgage loan, which valuation results from a proceeding initiated
under the U.S. Bankruptcy Code.
"DETAILED PROPERTY TYPE" means, with respect to any mortgaged real
property, the general purpose or use for which it is operated, along with, when
applicable, certain ancillary distinctions or characteristics. In the case of a
mixed use property, the percentages included in the parenthesis next to each
detailed property type are meant to be the estimated percentage of that purpose
or use at the mortgaged real property, as measured by its relative contribution
to the mortgaged real property's Underwritten Revenues. Each tenant space at the
mortgaged real property may be comprised of only one of the uses, or may be some
mixture of the two.
"ENVIRONMENTAL REPORT" means a Phase I environmental assessment, a limited
scope environmental assessment, a transaction screen, or an update of any of the
foregoing, prepared by a third-party consultant.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"ERISA PLAN" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA.
"ESCROWED REPLACEMENT RESERVES CURRENT ANNUAL DEPOSIT" means, with respect
to any underlying mortgage loan, the monthly dollar amount, if any, actually
deposited into a replacement reserves escrow account in conjunction with the
April 2006 monthly debt service payment, multiplied by 12.
"ESCROWED REPLACEMENT RESERVES INITIAL DEPOSIT" means, with respect to any
underlying mortgage loan, the dollar amount deposited into an escrow account at
the time of origination, to be used for future ongoing repairs and replacements
for the related mortgaged real property or properties.
"ESCROWED TI/LC RESERVES CURRENT ANNUAL DEPOSIT" means, with respect to any
underlying mortgage loan, the monthly dollar amount, if any, actually deposited
into a tenant improvements and leasing commissions escrow account in conjunction
with the April 2006 monthly debt service payment, multiplied by 12.
"ESCROWED TI/LC RESERVES INITIAL DEPOSIT" means, with respect to any
underlying mortgage loan, the dollar amount deposited into an escrow account at
the time of origination, to be used for future tenant improvements and leasing
commissions for the related mortgaged real property or properties.
"EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System.
"EVENT OF DEFAULT" has the meaning assigned to that term under "The Series
2006-C4 Pooling and Servicing Agreement--Events of Default" in this offering
prospectus.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
219
"EXEMPTION-FAVORED PARTY" means any of the following--
o Citigroup Global Markets Inc.,
o any person directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with Citigroup
Global Markets Inc., and
o any member of the underwriting syndicate or selling group of which a
person described in either of the prior two bullets is a manager or
co-manager with respect to the offered certificates.
"EXPENSES" are the operating expenses incurred for a mortgaged real
property for the specified historical operating period, as reflected in the
operating statements and other information furnished by the related borrower.
Those expenses generally include:
o salaries, wages and benefits;
o the costs of utilities;
o repairs and maintenance;
o marketing;
o insurance;
o management;
o landscaping;
o security, if provided at the mortgaged real property;
o real estate taxes;
o general and administrative expenses;
o ground lease payments; and
o other similar costs;
but without any deductions for debt service, depreciation, amortization, capital
expenditures or reserves for any of these deductions.
In the case of certain properties used for retail, office and/or industrial
purposes, Expenses may have included leasing commissions and tenant
improvements.
"FITCH" means Fitch, Inc.
"FSMA" means the Financial Services and Markets Act 2000.
"GAAP" means generally accepted accounting principles in the United States.
220
"GOVERNMENT SECURITIES" means non-callable United States Treasury
obligations, and other non-callable government securities within the meaning of
section 2(a)(16) of the Investment Company Act of 1940, as amended.
"INITIAL LOAN GROUP NO. 1 BALANCE" has the meaning given to that term under
"Description of the Mortgage Pool--General" in this offering prospectus.
"INITIAL LOAN GROUP NO. 2 BALANCE" has the meaning given to that term under
"Description of the Mortgage Pool--General" in this offering prospectus.
"INITIAL MORTGAGE POOL BALANCE" has the meaning given to that term under
"Description of the Mortgage Pool--General" in this offering prospectus.
"INTEREST DIFFERENTIAL (ANNUAL)" means the product obtained by multiplying:
1. the prepaid amount, multiplied by
2. the excess, if any, of the mortgage rate over the Yield Maintenance
Interest Rate, multiplied by
3. the present value factor using the following formula:
1-(1+r)(-n)
-----------
r
where:
r = Yield Maintenance Interest Rate
n = the number of years, and any fraction thereof, remaining between
the date of such prepayment and the scheduled maturity date or
anticipated repayment date of the loan.
"INTEREST DIFFERENTIAL (MONTHLY)" means the product obtained by
multiplying:
1. the prepaid amount, multiplied by
2. the excess, if any, of the mortgage rate over the Yield Maintenance
Interest Rate, multiplied by
3. the present value factor using the following formula:
1-(1+r/12)(-n)
--------------
r
where:
r = Yield Maintenance Interest Rate
n = the number of monthly interest periods remaining between the date
of such prepayment and the scheduled maturity date or anticipated
repayment date of the loan
"INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended.
"IRS" means the Internal Revenue Service.
"ISSUE DATE" means the date of initial issuance for the series 2006-C4
certificates, which will be on or about June 29, 2006.
221
"LOAN BALANCE AT MATURITY/ARD" means, with respect to any underlying
mortgage loan and any ShopKo Portfolio Non-Trust Loan, the principal balance
remaining after giving effect to the principal component of the monthly debt
service payment made on the maturity date of the mortgage loan or ShopKo
Portfolio Non-Trust Loan or, in the case of an ARD Loan or any Non-Trust Loan
having an anticipated repayment date, the anticipated repayment date, assuming
no prior prepayments or defaults.
"LOAN COMBINATION" means the ShopKo Portfolio Loan Combination or the
Wimbledon Place Apartments Loan Combination.
"LOAN GROUP NO. 1 PRINCIPAL DISTRIBUTION AMOUNT" means the portion of the
Total Principal Distribution Amount for any distribution date attributable to
loan group no. 1.
"LOAN GROUP NO. 2 PRINCIPAL DISTRIBUTION AMOUNT" means the portion of the
Total Principal Distribution Amount for any distribution date attributable to
loan group no. 2.
"LOAN-SPECIFIC CONTROLLING PARTY" has the meaning assigned thereto under
"The Series 2006-C4 Pooling and Servicing Agreement--The Series 2006-C4
Controlling Class Representative and the Non-Trust Loan Noteholders" in this
offering prospectus.
"LOC" means letter of credit.
"MAJOR TENANT" means any of the largest, second largest or third largest
tenant in occupancy at a commercial mortgaged real property, as measured by its
rentable area as a percentage of the total net rentable area.
"MAJORITY CONTROLLING CLASS CERTIFICATEHOLDER" means, as of any date of
determination, any single holder -- or, if applicable, beneficial owner -- of
series 2006-C4 certificates (other than any holder -- or, if applicable,
beneficial owner -- that is an affiliate of us or a mortgage loan seller)
entitled to greater than 50% of the voting rights allocated to the series
2006-C4 controlling class; provided, however, that, if there is no single holder
-- or, if applicable, beneficial owner -- of series 2006-C4 certificates
entitled to greater than 50% of the voting rights allocated to such class, then
the Majority Controlling Class Certificateholder will be the single holder --
or, if applicable, beneficial owner -- of series 2006-C4 certificates with the
largest percentage of voting rights allocated to the series 2006-C4 controlling
class. With respect to determining the Majority Controlling Class
Certificateholder, the class A-1, A-2, A-SB, A-3 and A-1A certificates will be
treated as a single class of series 2006-C4 certificates, with the subject
voting rights allocated among the holders -- or, if applicable, beneficial
owners -- of those series 2006-C4 certificates in proportion to the respective
total principal balances thereof as of such date of determination.
"MASTER SERVICER REMITTANCE AMOUNT" has the meaning given to that term
under "The Series 2006-C4 Pooling and Servicing Agreement--Accounts" in this
offering prospectus.
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"MATURITY ASSUMPTIONS" means, collectively, the following assumptions
regarding the series 2006-C4 certificates and the underlying mortgage loans:
o the mortgage loans have the characteristics set forth on Annex A-1 to
this offering prospectus, the Initial Mortgage Pool Balance is
approximately $2,263,536,038, the Initial Loan Group No. 1 Balance is
approximately $1,878,218,471 and the Initial Loan Group No. 2 Balance
is approximately $385,317,567;
o the initial total principal balance or notional amount, as the case
may be, of each class of series 2006-C4 certificates, exclusive of the
class R and Y certificates, is as described in this offering
prospectus;
o the pass-through rate for each interest-bearing class of series
2006-C4 certificates is as described in this offering prospectus;
o there are no delinquencies or losses with respect to the underlying
mortgage loans;
o there are no modifications, extensions, waivers or amendments
affecting the monthly debt service payments by borrowers on the
underlying mortgage loans;
o there are no Appraisal Reduction Amounts with respect to the
underlying mortgage loans;
o there are no casualties or condemnations affecting the corresponding
mortgaged real properties;
o each of the underlying mortgage loans provides for monthly debt
service payments to be due on the first, fifth, ninth or eleventh day
of each month and accrues interest on the respective basis described
in this offering prospectus;
o there are no breaches of any mortgage loan seller's representations
and warranties regarding the underlying mortgage loans that are being
sold by it;
o monthly debt service payments on the mortgage loans are timely
received on the respective payment day of each month, and
amortization, if applicable, is assumed to occur prior to prepayment;
o no voluntary or involuntary prepayments are received as to any of the
underlying mortgage loans during that mortgage loan's prepayment
lock-out period, defeasance period or prepayment consideration period,
in each case if any;
o each ARD Loan is paid in full on its anticipated repayment date;
o except as otherwise assumed in the immediately preceding two bullets,
prepayments are made on each of the underlying mortgage loans at the
indicated CPRs set forth in the subject tables or other relevant part
of this offering prospectus, without regard to any limitations in
those mortgage loans on partial voluntary principal prepayment;
o all prepayments on the underlying mortgage loans are assumed to be
accompanied by a full month's interest;
o no person or entity entitled thereto exercises its right of optional
termination described in this offering prospectus under "Description
of the Offered Certificates--Termination";
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o no underlying mortgage loan is required to be repurchased by any
mortgage loan seller;
o there are no Additional Trust Fund Expenses;
o payments on the offered certificates are made on the 15th day of each
month, commencing in July 2006; and
o the offered certificates are settled on June 29, 2006.
"MATURITY DATE/ARD LOAN-TO-VALUE RATIO" and "MATURITY DATE/ARD LTV RATIO"
each generally means, subject to the discussion under "Risk Factors--The
Underwritten Net Cash Flow Debt Service Coverage Ratios and/or Loan-to-Value
Ratios for Certain of the Underlying Mortgage Loans Have Been Adjusted in
Consideration of a Cash Holdback or a Letter of Credit or Based on a Stabilized
Appraised Value" in this offering prospectus:
o with respect to any underlying mortgage loan (other than a Crossed
Loan or the ShopKo Portfolio Mortgage Loan), the ratio of--
1. the related Loan Balance at Maturity/ARD for the particular
mortgage loan, to
2. the Appraised Value of the related mortgaged real property or
properties;
o with respect to any Crossed Loan, the ratio of--
1. the total Loan Balance at Maturity/ARD for all of the underlying
mortgage loans in the applicable Crossed Group, to
2. the total Appraised Value for all of the mortgaged real
properties related to the applicable Crossed Group; and
o with respect to the Shopko Portfolio Mortgage Loan, the ratio of--
1. the sum of the Loan Balance at Maturity/ARD for that underlying
mortgage loan and the aggregate Loan Balance at Maturity/ARD for
the ShopKo Portfolio Non-Trust Loans, to
2. the Appraised Value of the related mortgaged real property or
properties.
"MOODY'S" means Moody's Investors Service, Inc.
"MORTGAGE DEFERRED INTEREST" means, with respect to any underlying mortgage
loan, the amount of any interest accrued thereon at the related mortgage rate
(other than Post-ARD Additional Interest) that, by virtue of a modification, is
added to the outstanding principal balance of such underlying mortgage loan
instead of being payable on the related due date on which it would otherwise
have been due.
"MORTGAGE FILE" has the meaning given to that term under "Description of
the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and
Substitutions" in this offering prospectus.
"MULTIPLE PROPERTY MORTGAGE LOAN" means any underlying mortgage loan that,
without regard to any cross-collateralization with any other underlying mortgage
loan, is individually secured by two or more mortgaged real properties.
"N/A" and "NAP" each means not applicable.
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"NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any
distribution date, the excess, if any, of:
o the Prepayment Interest Shortfalls incurred with respect to the
mortgage pool during the related collection period; over
o the total payments made by the master servicer to cover those
Prepayment Interest Shortfalls.
"NET MORTGAGE PASS-THROUGH RATE" means:
o in the case of each underlying mortgage loan that accrues interest on
a 30/360 Basis, for any distribution date, an annual rate equal to the
Net Mortgage Rate of that mortgage loan in effect as of the date of
initial issuance of the offered certificates; and
o in the case of each underlying mortgage loan that accrues interest on
an Actual/360 Basis, for any distribution date, an annual rate
generally equal to the product of (1) 12, times (2) a fraction,
expressed as a percentage, the numerator of which fraction is, subject
to adjustment as described below in this definition, an amount of
interest equal to the product of (a) the number of days in the
calendar month preceding the month in which the subject distribution
date occurs, multiplied by (b) the Stated Principal Balance of that
mortgage loan immediately prior to the subject distribution date,
multiplied by (c) 1/360, multiplied by (d) the Net Mortgage Rate of
that mortgage loan in effect as of the date of initial issuance of the
offered certificates (but taking into account the rate increases
described in the second following paragraph), and the denominator of
which fraction is the Stated Principal Balance of that mortgage loan
immediately prior to the subject distribution date.
Notwithstanding the foregoing, if the subject distribution date occurs
during January, except during a leap year, or February, then the amount of
interest that comprises the numerator of the fraction described in clause (2) of
the second bullet of this definition will be decreased to reflect any interest
reserve amount with respect to the subject mortgage loan that is transferred
from the trustee's distribution account to its interest reserve account during
that month. Furthermore, if the subject distribution date occurs during March,
then the amount of interest that comprises the numerator of the fraction
described in clause (2) of the second bullet of this definition will be
increased to reflect any interest reserve amount(s) with respect to the subject
mortgage loan that are transferred from the trustee's interest reserve account
to its distribution account during that month.
With respect to two (2) mortgage loans secured by mortgaged real properties
identified on Annex A-1 to this offering prospectus as Mallard Crossing
Apartments and Four Winds Apartments, respectively, representing in total 1.6%
of the Initial Mortgage Pool Balance, the respective interest rates step up
annually as described under "Description of the Mortgage Pool--Terms and
Conditions of the Underlying Mortgage Loans--Mortgage Rates; Calculation of
Interest" in this offering prospectus. The "Net Mortgage Rates" for these
underlying mortgage loans will reflect these rate increases.
"NET MORTGAGE RATE" means, for any underlying mortgage loan, the mortgage
rate, minus the Administrative Fee Rate.
"NET OPERATING INCOME" or "NOI" means, for any mortgaged real property
securing an underlying mortgage loan, the net property income derived from the
property, which is equal to Revenues less Expenses, for the applicable time
period, that was available for debt service, as established by information
provided by the related borrower, except that in some cases the net operating
income has been adjusted by removing various non-recurring expenses and revenues
or by other normalizations. NOI does not reflect accrual of costs such as
reserves, capital expenditures, tenant improvements and leasing commissions and
does not reflect non-cash items
225
such as depreciation or amortization. In some cases, capital expenditures,
tenant improvements and leasing commissions and non-recurring items may have
been treated by a borrower as an expense but were excluded from Expenses to
reflect normalized NOI. We have not made any attempt to verify the accuracy of
any information provided by a particular borrower or to reflect changes in net
operating income that may have occurred since the date of the information
provided by any borrower for the related mortgaged real property. NOI was not
necessarily determined in accordance with GAAP. Moreover, NOI is not a
substitute for net income determined in accordance with GAAP as a measure of the
results of a mortgaged real property's operations or a substitute for cash flows
from operating activities determined in accordance with GAAP as a measure of
liquidity. In certain cases, NOI may reflect partial-year annualizations.
"NOI DSCR" means:
o with respect to any underlying mortgage loan (other than a Crossed
Loan or the Shopko Portfolio Mortgage Loan), for any specified
12-month period, the ratio of--
1. the NOI for the corresponding mortgaged real property or
properties for that 12-month period, to
2. the Annual Debt Service for the underlying mortgage loan;
o with respect to any Crossed Loan, for any specified 12-month period,
the ratio of--
1. the total NOI for all of the mortgaged real properties related to
the applicable Crossed Group for that 12-month period, to
2. the total Annual Debt Service for all of the underlying mortgage
loans in the applicable Crossed Group; and
o with respect to the ShopKo Portfolio Mortgage Loan, for any specified
12-month period, the ratio of--
1. the NOI for the corresponding mortgaged real property or
properties for that 12-month period, to
2. the sum of the Annual Debt Service for that underlying mortgage
loan and the aggregate Annual Debt Service for the ShopKo
Portfolio Non-Trust Loans.
"NONRECOVERABLE ADVANCE" means any advance made or proposed to be made, as
applicable, with respect to any underlying mortgage loan or related REO Property
that is determined in accordance with the series 2006-C4 pooling and servicing
agreement, not to be ultimately recoverable (together with any accrued and
unpaid interest thereon) out of payments or other collections on that mortgage
loan or related REO Property (or, in the case of an underlying mortgage loan
that is part of a Loan Combination, on or with respect to that loan
combination).
"NON-TRUST LOAN" means a ShopKo Portfolio Non-Trust Loan or the Wimbledon
Place Apartments Non-Trust Loan.
"NON-TRUST LOAN NOTEHOLDER" means the holder of the promissory note
evidencing a Non-Trust Loan.
"NRSF", "NRS" or "SF" generally means the square footage of the net
rentable area of a mortgaged real property.
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"OCCUPANCY %" or "OCCUPANCY PERCENTAGE" means, (a) for any mortgaged real
property (other than a hotel property), the percentage of leasable square
footage, total Units or total Pads, as the case may be, at the particular
property that was physically occupied as of the "Occupancy as of Date" specified
in the Annex A-1 to this offering prospectus, and (b) for any mortgaged real
property that is a hotel property, the average percentage of rooms that were
occupied in the 12-month period ending on the "Occupancy as of Date" specified
in the Annex A-1 to this offering prospectus. Occupancy Percentages presented in
this offering prospectus may reflect leased space that is not currently
occupied, that is subject to build out and/or that is subject to a free rent
period or that is leased to an affiliate of the related borrower pursuant to a
master lease.
"OPTION PRICE" has the meaning given to that term under "The Series 2006-C4
Pooling and Servicing Agreement--Fair Value Purchase Option" in this offering
prospectus.
"ORIGINAL AMORTIZATION TERM" means, with respect to any underlying mortgage
loan, the number of months that would be required to fully amortize the mortgage
loan's original principal balance assuming:
o the actual mortgage loan rate; and
o the actual monthly debt service payment;
provided that, with respect to any underlying mortgage loan that provides for
interest only payments for a period of months following the cut-off date
followed by payments of interest and principal for the remaining term of the
mortgage loan, the "actual monthly debt service payment" referenced in the
second bullet of this definition means the monthly payment of principal and
interest scheduled to be due following the interest-only period; and provided,
further, that, with respect to any underlying mortgage loan that provides for
interest only payments until the scheduled maturity date or any related
anticipated repayment date, the term "Original Amortization Term" is not
applicable and Annexes to this offering prospectus will indicate "Interest
Only."
"ORIGINAL TERM TO MATURITY/ARD" means, with respect to any underlying
mortgage loan, the total number of scheduled monthly debt service payments
specified in the related promissory note, beginning with and including the first
payment date of the mortgage loan through and including the stated maturity date
or, in the case of an ARD Loan, the anticipated repayment date.
"PADS" means, in the case of a mortgaged real property operated as a mobile
home park, the number of pads, which are referred to in Annex A-1 to this
offering prospectus as "Pads."
"PARTY IN INTEREST" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" as defined in Section 4975 of
the Internal Revenue Code.
"PERMITTED ENCUMBRANCES" means, with respect to any mortgaged real property
securing a mortgage loan in the trust fund, any and all of the following:
227
o the lien of current real property taxes, water charges, sewer rents
and assessments not yet delinquent and accruing interest or penalties;
o covenants, conditions and restrictions, rights of way, easements and
other matters that are of public record;
o exceptions and exclusions specifically referred to in the related
lender's title insurance policy or, if that policy has not yet been
issued, referred to in a pro forma or specimen title policy or
marked-up commitment;
o other matters to which like properties are commonly subject;
o the rights of tenants (whether under ground leases, space leases or
operating leases) at the mortgaged real property to remain following a
foreclosure or similar proceeding (provided that such tenants are
performing under such leases);
o if the mortgage loan is cross-collateralized with any other mortgage
loan in the trust fund, the lien of the mortgage instrument for that
other mortgage loan; and
o if the mortgage loan is part of a Loan Combination, the lien of the
mortgage instrument for the related Non-Trust Loan.
"PERMITTED INVESTMENTS" means U.S. government securities and other
investment grade obligations, including:
o direct obligations of, or obligations fully guaranteed as to timely
payment of principal and interest by, the United States or any agency
or instrumentality thereof (having original maturities of not more
than 365 days), provided that those obligations are backed by the full
faith and credit of the United States;
o repurchase agreements or obligations with respect to any security
described in the preceding bullet (having original maturities of not
more than 365 days), provided that the short-term deposit or debt
obligations of the party agreeing to repurchase the subject security
are investment grade rated;
o federal funds, unsecured uncertified certificates of deposit, time
deposits, demand deposits and bankers' acceptances of any bank or
trust company organized under the laws of the United States or any
state thereof (having original maturities of not more than 365 days),
the short-term obligations of which are investment grade rated;
o commercial paper (including both non-interest bearing discount
obligations and interest-bearing obligations and having original
maturities of not more than 365 days) of any corporation or other
entity organized under the laws of the United States or any state
thereof which commercial paper is investment grade rated;
o money market funds which are rated in one of the four highest
applicable rating categories of a nationally recognized statistical
rating organization; and
o any other obligation or security acceptable to each applicable rating
agency for the related offered certificates, evidence of which
acceptability will be provided in writing by each of those rating
agencies to, among others, the related trustee;
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provided that (1) no investment described above may evidence either the right to
receive (x) only interest with respect to such investment or (y) a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and (2) no investment described above may be purchased at a price
greater than par if such investment may be prepaid or called at a price less
than its purchase price prior to stated maturity.
"PLAN" means any ERISA Plan or any other employee benefit or retirement
plan, arrangement or account, including any individual retirement account or
Keogh plan, that is subject to Section 4975 of the Internal Revenue Code.
"PLAN ASSET REGULATIONS" means the regulations issued by the United States
Department of Labor concerning whether a Plan's assets will be considered to
include an undivided interest in each of the underlying assets of an entity for
purposes of the general fiduciary provisions of ERISA and the prohibited
transaction provisions of ERISA and the Internal Revenue Code, if the Plan
acquires an "equity interest" in that entity.
"PNC BANK MORTGAGE LOAN" means any of the underlying mortgage loans
transferred by PNC Bank, National Association to us for inclusion in the trust
fund and any Qualified Substitute Mortgage Loan delivered by PNC Bank, National
Association in replacement of a PNC Bank Mortgage Loan.
"POST-ARD ADDITIONAL INTEREST" means, with respect to any ARD Loan, the
additional interest accrued with respect to that mortgage loan as a result of
the marginal increase in the related mortgage rate upon passage of the related
anticipated repayment date, as that additional interest may compound in
accordance with the terms of that mortgage loan.
"PREPAYMENT INTEREST EXCESS" means, with respect to any underlying mortgage
loan that was subject to a principal prepayment in full or in part made by the
related borrower during any collection period, which principal prepayment was
applied to such underlying mortgage loan following such underlying mortgage
loan's due date in such collection period, the amount of any interest (net of
related master servicing fees and, if applicable, any related outside master
servicing fees and/or any portion of that interest that constitutes Default
Interest and/or Post-ARD Additional Interest) accrued on the amount of such
principal prepayment during the period from and after such due date and ending
on the date such principal prepayment was applied to such underlying mortgage
loan, to the extent collected (exclusive of any related prepayment premium or
yield maintenance charge actually collected).
"PREPAYMENT INTEREST SHORTFALL" means, with respect to any underlying
mortgage loan that was subject to a principal prepayment in full or in part made
by the related borrower during any collection period, which principal prepayment
was applied to such underlying mortgage loan prior to such underlying mortgage
loan's due date in such collection period, the amount of interest, to the extent
not collected from the related borrower (without regard to any prepayment
premium or yield maintenance charge actually collected), that would have accrued
on the amount of such principal prepayment during the period commencing on the
date as of which such principal prepayment was applied to such underlying
mortgage loan and ending on the day immediately preceding such due date,
inclusive (net of related master servicing fees and, if applicable, any related
outside master servicing fees and/or any portion of that interest that would
have constituted Default Interest and/or Post-ARD Additional Interest).
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"PREPAYMENT PROVISIONS" for each underlying mortgage loan are as follows:
o "LO(Y)" means that the original duration of the lock-out period is y
payments;
o "DEFEASANCE(Y)" means that the original duration of the defeasance
period is y payments;
o "GRTRX%UPBORYM(Y)" means that, for a period of y payments, the
relevant prepayment premium will equal the greater of the applicable
yield maintenance charge and x% of the principal amount prepaid;
o "X%UPB+YM" means that the relevant prepayment premium will equal x% of
the principal amount prepaid plus the applicable yield maintenance
charge;
o "FREE(Y)" means that the underlying mortgage loan is freely prepayable
for a period of y payments; and
o "YM(Y)" means that, for a period of y payments, the relevant
prepayment premium will equal the applicable yield maintenance charge.
"PRESENT VALUE" or "PV" means a yield maintenance charge that is equal to
the excess, if any, of:
1. the present value, as of the prepayment date, of the remaining
scheduled payments of principal and interest from the prepayment date
through, as applicable, the maturity date or anticipated repayment
date, including any balloon payment or assumed prepayment on the
anticipated repayment date, as applicable, determined by discounting
those payments at the Yield Maintenance Interest Rate;
over
2. the amount of principal being prepaid.
"PRIMARY COLLATERAL" means the mortgaged real property directly securing a
Crossed Loan and excluding any property as to which the related lien may only be
foreclosed upon by virtue of the cross-collateralization features of the related
Crossed Group.
"PRIVILEGED PERSON" means any certificateholder, certificate owner, any
party to the series 2006-C4 pooling and servicing agreement, any person
identified to the trustee or the master servicer, as applicable, as a
prospective transferee of a certificate or interest therein (or licensed or
registered investment adviser representing such person), any rating agency, any
mortgage loan seller, any underwriter, any of our designees or a designee of any
party to the series 2006-C4 pooling and servicing agreement; provided that no
certificate owner or prospective transferee of a certificate or interest therein
(or licensed or registered investment adviser representing such person) will be
considered a "Privileged Person" or be entitled to a password or restricted
access to any reports delivered on a restricted basis unless such person has
delivered to the trustee or the master servicer, as applicable, a certification
in the form required by the series 2006-C4 pooling and servicing agreement.
"PROPERTY TYPE" means, with respect to any mortgaged real property, the
general purpose or use for which it is operated.
"PURCHASE OPTION" has the meaning given to that term under "The Series
2006-C4 Pooling and Servicing Agreement--Fair Value Purchase Option" in this
offering prospectus.
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"PURCHASE PRICE" has the meaning given to that term under "Description of
the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and
Substitutions" in this offering prospectus.
"PV YIELD DIFFERENTIAL" means a yield maintenance charge that is equal to
the present value (as determined by the factor described in the related loan
documents) of the excess, if any, of:
1. the amount of interest that would be payable as of the prepayment date
from such prepayment date through the maturity date on the prepaid
amount,
over
2. the amount of interest that would be payable as of the prepayment date
from such prepayment date through the maturity date on the prepaid
amount if such amount were invested at the Yield Maintenance Interest
Rate.
"QUALIFIED SUBSTITUTE MORTGAGE LOAN" means a replacement mortgage loan
which must, on the date of substitution, among other things:
o have an outstanding Stated Principal Balance, after application of all
scheduled payments of principal and interest due during or prior to
the month of substitution, whether or not received, not in excess of
the Stated Principal Balance of the deleted mortgage loan as of the
due date in the calendar month during which the substitution occurs;
o have a mortgage rate not less than the mortgage rate of the deleted
mortgage loan;
o have the same due date as the deleted mortgage loan;
o accrue interest on the same basis as the deleted mortgage loan (for
example, on an Actual/360 Basis);
o have a remaining term to stated maturity not greater than, and not
more than two years less than, the remaining term to stated maturity
of the deleted mortgage loan;
o have a loan-to-value ratio not higher than the lower of the original
loan-to-value ratio of the deleted mortgage loan and the then-current
loan-to-value ratio of the deleted mortgage loan;
o comply as of the date of substitution with all of the representations
and warranties set forth in the applicable mortgage loan purchase
agreement;
o have an environmental report with respect to the related mortgaged
real property which will be delivered as a part of the related
servicing file;
o have a debt service coverage ratio (calculated to include the
additional debt from any encumbrance) not lower than the higher of the
original debt service coverage ratio (calculated to include the
additional debt from any encumbrance) of the deleted mortgage loan and
the then-current debt service coverage ratio (calculated to include
the additional debt from any encumbrance) of the deleted mortgage
loan;
o be determined by an opinion of counsel to be a "qualified replacement
mortgage" within the meaning of Section 860G(a)(4) of the Internal
Revenue Code;
231
o not have a maturity date after the date two years prior to the rated
final distribution date;
o not be substituted for a deleted mortgage loan unless the trustee has
received prior confirmation in writing by each applicable rating
agency that such substitution will not result in the withdrawal,
downgrade, or qualification of the rating assigned by the rating
agency to any class of series 2006-C4 certificates then rated by the
rating agency (the cost, if any, of obtaining such confirmation to be
paid by the applicable mortgage loan seller);
o have a date of origination that is not more than 12 months prior to
the date of substitution;
o have been approved by the series 2006-C4 controlling class
representative (or, if there is no series 2006-C4 controlling class
representative then serving, by the series 2006-C4 certificateholders
representing a majority of the series 2006-C4 voting rights allocated
to the controlling class); and
o not be substituted for a deleted mortgage loan if it would result in
the termination of the REMIC status of any of the REMICs created under
the series 2006-C4 pooling and servicing agreement or the imposition
of tax on any of the REMICs created under the series 2006-C4 pooling
and servicing agreement other than a tax on income expressly permitted
or contemplated to be received by the terms of the series 2006-C4
pooling and servicing agreement.
In the event that one or more mortgage loans are substituted for one or
more deleted underlying mortgage loans, then the amounts described in the first
bullet of this definition will be determined on the basis of aggregate principal
balances and the rates described in the second bullet of this definition and the
remaining term to stated maturity referred to in the fifth bullet of this
definition will be determined on a weighted average basis; provided that no
underlying mortgage loan may have a Net Mortgage Rate that is less than the
highest pass-through rate of any class of series 2006-C4 principal balance
certificates bearing a fixed rate and outstanding at the time of the
substitution. When a Qualified Substitute Mortgage Loan is substituted for a
deleted underlying mortgage loan, the applicable mortgage loan seller will be
required to certify that the replacement mortgage loan meets all of the
requirements of the above definition and must send such certification to the
trustee.
"REALIZED LOSSES" means losses on or with respect to the underlying
mortgage loans arising from the inability of the master servicer and/or the
special servicer to collect all amounts due and owing under the mortgage loans,
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 real property.
We discuss the calculation of Realized Losses under "Description of the Offered
Certificates--Reductions of Certificate Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses" in this offering prospectus.
"RECOMMENDED ANNUAL REPLACEMENT RESERVES" means, for any mortgaged real
property securing an underlying mortgage loan, the expected average annual
amount for future ongoing repairs and replacements, without any adjustment for
inflation, over a time horizon not less than the original loan term of the
respective mortgage loan, as estimated in the property condition assessment.
"RELATED UNDERLYING MORTGAGE LOANS" means any two or more underlying
mortgage loans for which the related mortgaged real properties are either owned
by the same entity or owned by two or more entities controlled by the same key
principals.
"RELEVANT IMPLEMENTATION DATE" has the meaning assigned to that term under
"Method of Distribution" in this offering prospectus.
"RELEVANT MEMBER STATE" has the meaning assigned to that term under "Method
of Distribution" in this offering prospectus.
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"REMAINING AMORTIZATION TERM" or "STATED REMAINING AMORTIZATION TERM"
means: (a) with respect to any underlying mortgage loan that does not provide
for an interest only payment as of the cut-off date, the Original Amortization
Term less the Seasoning of the loan, calculated as of the cut-off date; and (b)
with respect to any underlying mortgage loan that provides for an interest only
payment as of the cut-off date, the Original Amortization Term. With respect to
any underlying mortgage loan that provides for interest only payments until the
scheduled maturity date, the terms "Remaining Amortization Term and "Stated
Remaining Amortization Term" are not applicable, and the Annexes to this
offering prospectus will indicate "Interest Only."
"REMAINING TERM TO MATURITY/ARD" means, with respect to any underlying
mortgage loan, the Original Term to Maturity/ARD less the Seasoning of the loan,
calculated as of the cut-off date.
"REMIC" means a "real estate mortgage investment conduit" as defined in
Section 860D of the Internal Revenue Code.
"REO PROPERTY" means any mortgaged real property that is acquired by the
issuing entity through foreclosure, deed-in-lieu of foreclosure or otherwise
following a default on the corresponding underlying mortgage loan (or, if
applicable, a Loan Combination).
"RESTRICTED GROUP" means, collectively, the following persons and entities:
o the trustee;
o the Exemption-Favored Parties;
o us;
o the master servicer;
o the special servicer;
o any sub-servicers;
o the mortgage loan sellers;
o each borrower, if any, with respect to underlying mortgage loans
constituting more than 5% of the total unamortized principal balance
of the mortgage pool as of the date of initial issuance of the series
2006-C4 certificates; and
o any and all affiliates of any of the aforementioned persons.
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"RESTRICTED SERVICER REPORTS" means, collectively, the following reports:
o CMSA servicer watch list;
o CMSA operating statement analysis report;
o CMSA NOI adjustment worksheet; and
o CMSA comparative financial status report;
provided that, if a Restricted Servicer Report is filed with the SEC, it will
thereafter become an Unrestricted Servicer Report.
"REVENUES" means the gross revenues received with respect to a mortgaged
real property securing any underlying mortgage loan, for the specified
historical operating period, as reflected in the operating statements and other
information furnished by the related borrower. Those revenues generally include:
o for the multifamily rental properties, gross rental and other
revenues; and
o for the retail, office and industrial properties, base rent,
percentage rent, expense reimbursements and other revenues.
"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
"SEASONING" means, with respect to any underlying mortgage loan, the number
of scheduled monthly debt service payments between and including the first
payment date of the mortgage loan through and including the cut-off date.
"SEC" means the Securities and Exchange Commission.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"SENIOR PRINCIPAL DISTRIBUTION CROSS-OVER DATE" means the first
distribution date as of the commencement of business on which--
o the class A-1, A-2, A-SB, A-3 and A-1A certificates, or any two or
more of those classes, remain outstanding, and
o the total principal balance of the class A-M, A-J, B, C, D, E, F, G,
H, J, K, L, M, N, O and P certificates have previously been reduced to
zero as described under "Description of the Offered
Certificates--Reductions of Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses" in
this offering prospectus.
"SERVICING STANDARD" means, in general, with respect to each of the master
servicer and the special servicer, to service and administer the mortgage loans
(including any Non-Trust Loans) and any REO Properties for which that party is
responsible under the series 2006-C4 pooling and servicing agreement:
o in the same manner in which, and with the same care, skill, prudence
and diligence with which, the master servicer or the special servicer,
as the case may be, generally services and administers similar
mortgage loans with similar borrowers and similar foreclosure
properties (i) for other third parties, giving due consideration to
customary and usual standards of practice of prudent
234
institutional commercial mortgage loan servicers servicing and
administering loans and foreclosure properties for third parties or
(ii) held in its own portfolio, whichever standard is higher;
o with a view to (i) the timely collection of all scheduled payments of
principal and interest due on each such mortgage loan or, if any such
mortgage loan shall come into and continue in default, the
maximization of the recovery on such mortgage loan or REO Property on
a net present value basis and (ii) the best interests (as determined
by the master servicer or special servicer, as applicable, in its
reasonable judgment) of the series 2006-C4 certificateholders and the
trust fund and, in the case of a Loan Combination, the related
Non-Trust Loan Noteholder(s), but taking into account the subordinate
nature of the Wimbledon Place Apartments Non-Trust Loan; and
o without regard to:
1. any relationship that the master servicer or the special
servicer, as the case may be, or any of its affiliates may have
with any related borrower, us, any mortgage loan seller or any
other party to the transaction pursuant to which the series
2006-C4 certificates will be issued or any affiliate thereof;
2. the ownership of any series 2006-C4 certificate (or other
interest in any underlying mortgage loan) by the master servicer
or the special servicer, as the case may be, or by any of its
affiliates;
3. the right of the master servicer or the special servicer, as the
case may be, to receive compensation or other fees for its
services rendered pursuant to the series 2006-C4 pooling and
servicing agreement;
4. the obligation of the master servicer to make advances;
5. the ownership, servicing or management by the master servicer or
the special servicer or any of its affiliates for others of any
other mortgage loans or mortgaged real property;
6. any obligation of the master servicer or any of its affiliates to
repurchase or substitute an underlying mortgage loan as a
mortgage loan seller;
7. any obligation of the master servicer or any of its affiliates to
cure a breach of a representation or warranty with respect to an
underlying mortgage loan; and
8. any debt the master servicer or the special servicer or any of
its affiliates has extended to any related borrower or any
affiliate of that borrower.
"SERVICING TRANSFER EVENT" means, with respect to any underlying mortgage
loan, any of the following events:
1. the related borrower--
A. fails to make when due any balloon payment unless the master
servicer has, on or prior to the due date of that balloon
payment, received written evidence from an institutional lender
of such lender's binding commitment to refinance the subject
underlying mortgage loan (acceptable to the special servicer and
the controlling class representative) within 60 days after the
due date of such balloon payment and during the interim the
related borrower has continued to make the monthly debt service
payment in effect prior to
235
maturity (provided that if such refinancing does not occur during
such time specified in the commitment, a "Servicing Transfer
Event" will occur immediately), or
B. fails to make when due any scheduled payment of principal and
interest (other than a balloon payment), and such failure
continues unremedied for 60 days;
2. the master servicer or the special servicer (in the case of the
special servicer, with the consent of the Loan-Specific Controlling
Party) determines in its good faith reasonable judgment and in
accordance with the Servicing Standard, based on, among other things,
communications with the related borrower, that a default in the making
of a scheduled payment of principal and interest (including a balloon
payment) or any other default under the related mortgage loan
documents that would (with respect to such other default) materially
impair the value of the mortgaged real property as security for the
subject underlying mortgage loan or otherwise would materially
adversely affect the interest of the series 2006-C4 certificateholders
and would continue unremedied beyond the applicable grace period under
the terms of the subject underlying mortgage loan (or, if no grace
period is specified, for 60 days; provided that a default that would
give rise to an acceleration right without any grace period will be
deemed to have a grace period equal to zero) is likely to occur and is
likely to remain unremedied for at least 60 days;
3. there occurs a default (other than as described in clause 1. above)
that the master servicer or special servicer determines, in its good
faith and reasonable judgment and in accordance with the Servicing
Standard, materially impairs the value of the related mortgaged real
property as security for the subject underlying mortgage loan or
otherwise materially adversely affects the interests of the series
2006-C4 certificateholders and that continues unremedied beyond the
applicable grace period under the terms of the subject underlying
mortgage loan (or, if no grace period is specified, for 60 days;
provided that a default that gives rise to an acceleration right
without any grace period shall be deemed to have a grace period equal
to zero); provided, however, that, in the event the special servicer
determines that the related borrower does not need to maintain
terrorism insurance as provided in the series 2006-C4 pooling and
servicing agreement, no default related to the failure to obtain such
insurance will be considered outstanding for purposes of this clause
3.;
4. various events of bankruptcy, insolvency, readjustment of debt,
marshalling of assets and liabilities, or similar proceedings occur
with respect to the related borrower or the corresponding mortgaged
real property, or the related borrower takes various actions
indicating its bankruptcy, insolvency or inability to pay its
obligations; or
5. the master servicer receives notice of the commencement of foreclosure
or similar proceedings with respect to the corresponding mortgaged
real property.
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A Servicing Transfer Event will generally cease to exist:
o with respect to the circumstances described in clause 1. of this
definition, if and when the related borrower makes three consecutive
full and timely scheduled monthly debt service payments under the
terms of the mortgage loan, as those 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;
o with respect to the circumstances described in clauses 2. and 4. of
this definition, if and when those circumstances cease to exist in the
good faith reasonable judgment of the special servicer and in
accordance with the Servicing Standard, but, with respect to any
bankruptcy or insolvency proceedings described in clause 4. of this
definition, no later than the entry of an order or decree dismissing
such proceeding;
o with respect to the circumstances described in clause 3. of this
definition, if and when the default is cured; and
o with respect to the circumstances described in clause 5. of this
definition, if and when the proceedings are terminated;
so long as at that time no circumstance identified in clauses 1. through 5. of
this definition exists that would cause a Servicing Transfer Event to continue
to exist with respect to the underlying mortgage loan.
"SHOPKO PORTFOLIO CO-LENDER AGREEMENT" means the co-lender, intercreditor
or similar agreement for the ShopKo Portfolio Loan Combination.
"SHOPKO PORTFOLIO LOAN COMBINATION" means, together, the ShopKo Portfolio
Mortgage Loan and the ShopKo Portfolio Non-Trust Loan.
"SHOPKO PORTFOLIO MORTGAGE LOAN" means the underlying mortgage loan
intended to be transferred to the issuing entity that is secured by the ShopKo
Portfolio Mortgaged Properties, which underlying mortgage loan has, as of the
cut-off date, an unpaid principal balance of $200,000,000.
"SHOPKO PORTFOLIO MORTGAGED PROPERTIES" means the mortgaged real properties
identified on Annex A-1 to this offering prospectus as ShopKo Portfolio.
"SHOPKO PORTFOLIO NON-TRUST LOAN NOTEHOLDER" means the holder of the
promissory note for a ShopKo Portfolio Non-Trust Loan.
"SHOPKO PORTFOLIO NON-TRUST LOANS" means the various mortgage loans secured
by the ShopKo Portfolio Mortgaged Properties that are not included in the trust
fund and that are, as and to the extent described under "Description of the
Mortgage Pool--The ShopKo Portfolio Loan Combination" in this offering
prospectus, pari passu in right of payment to the ShopKo Portfolio Mortgage
Loan.
"SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984.
"STATED PRINCIPAL BALANCE" means, for any outstanding mortgage loan in the
trust fund as of any date of determination, an amount (which amount will not be
less than zero) equal to "x" plus "y" minus "z" where:
X. "x" is equal to the cut-off date principal balance of the subject
mortgage loan (or, in the case of a Qualified Substitute Mortgage
Loan, the unpaid principal balance after application of all principal
237
payments due on or before the related due date in the month of
substitution, whether or not received);
Y. "y" is equal to any Mortgage Deferred Interest added to the principal
balance of the mortgage loan prior to the end of the collection period
for the then-most recent distribution date coinciding with or
preceding such date of determination; and
Z "z" is equal to the sum of--
1. the principal portion of each scheduled payment of principal and
interest due on the subject mortgage loan after the cut-off date
or the related due date in the month of substitution, as the case
may be, to the extent received from the related borrower or
advanced by the master servicer or the trustee and distributed to
series 2006-C4 certificateholders on or before such date of
determination,
2. all principal prepayments received with respect to the subject
mortgage loan after the cut-off date or the related due date in
the month of substitution, as the case may be, to the extent
distributed to series 2006-C4 certificateholders on or before
such date of determination,
3. the principal portion of all insurance proceeds, condemnation
proceeds and liquidation proceeds received with respect to the
subject mortgage loan after the cut-off date or the related due
date in the month of substitution, as the case may be, to the
extent distributed to series 2006-C4 certificateholders on or
before such date of determination,
4. the principal portion of any Realized Loss incurred in respect of
the subject mortgage loan prior to the end of the collection
period for the then-most recent distribution date coinciding with
or preceding such date of determination, and
5. to the extent not otherwise included as part of the amount
described in the immediately preceding clause 4., any amount of
reduction in the outstanding principal balance of the subject
mortgage loan resulting from a Deficient Valuation that occurred
prior to the end of the collection period for the then-most
recent distribution date coinciding with or preceding such date
of determination.
With respect to any mortgage loan in the trust fund as to which the related
mortgaged real property has become an REO Property, the "Stated Principal
Balance" of that mortgage loan will be, as of any date of determination, an
amount equal to (x) the Stated Principal Balance of that mortgage loan as of the
date of the related REO acquisition, minus (y) the sum of:
1. the principal portion of any P&I advance made with respect to the
subject mortgage loan on or after the date of the related REO
acquisition, to the extent distributed to series 2006-C4
certificateholders on or before such date of determination;
2. the principal portion of all insurance proceeds, condemnation
proceeds, liquidation proceeds and REO revenues received with respect
to the subject mortgage loan deemed to be outstanding, to the extent
distributed to series 2006-C4 certificateholders on or before such
date of determination; and
3. the principal portion of any Realized Loss incurred in respect of the
subject mortgage loan prior to the end of the collection period for
the then-most recent distribution date coinciding with or preceding
such date of determination.
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A mortgage loan (including a mortgage loan deemed to be outstanding with
respect to an REO Property) will be deemed to be part of the mortgage pool and
to have an outstanding Stated Principal Balance until the distribution date on
which the payments or other proceeds, if any, received in connection with a
liquidation event in respect thereof are to be (or, if no such payments or other
proceeds are received in connection with such liquidation event, would have
been) distributed to series 2006-C4 certificateholders. For purposes of this
definition, payments or other collections of principal on or with respect to any
underlying mortgage loan (including any mortgage loan as to which the related
mortgaged real property has become an REO Property) will be considered
distributed to series 2006-C4 certificateholders as of the first distribution
date that those payments are included in the Total Principal Distribution
Amount. However, to the extent that principal from general collections on the
mortgage pool is used to reimburse, or pay interest on, advances deemed to be
nonrecoverable pursuant to the series 2006-C4 pooling and servicing agreement
with respect to any particular mortgage loan, and such principal amount has not
been included as part of the Total Principal Distribution Amount, such principal
amount will continue to be deemed to be distributed for purposes of calculating
the Stated Principal Balance. Notwithstanding the foregoing, if any mortgage
loan is paid in full, liquidated or otherwise removed from the trust fund,
commencing as of the first distribution date following the collection period
during which such event occurred, the Stated Principal Balance of such mortgage
loan will be zero.
"SUB-SERVICING FEE RATE" means, for any underlying mortgage loan, the per
annum rate at which the monthly sub-servicing fee is payable to any
sub-servicer.
"SUBSTITUTION SHORTFALL AMOUNT" has the meaning given to that term under
"Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases
and Substitutions" in this offering prospectus.
"TOTAL AVAILABLE FUNDS" means, with respect to any distribution date, the
total amount of funds available to make payments on the series 2006-C4
certificates on that date as described under "The Series 2006-C4 Pooling and
Servicing Agreement--Accounts" in this offering prospectus.
"TOTAL AVAILABLE P&I FUNDS" means, with respect to any distribution date,
subject to the discussion under "Description of the Offered
Certificates--Payments" in this offering prospectus, all funds in the trustee's
distribution account that are available to make payments of interest and
principal on the series 2006-C4 certificates on that distribution date. The
Total Available P&I Funds do not include Post-ARD Additional Interest, yield
maintenance charges or prepayment premiums. The trustee will apply the Total
Available P&I Funds as described under "Description of the Offered
Certificates--Payments" in this offering prospectus to pay principal and accrued
interest on the series 2006-C4 certificates (exclusive of the class R and Y
certificates) on that date.
"TOTAL PRINCIPAL DISTRIBUTION AMOUNT" has the meaning assigned to that term
under "Description of the Offered Certificates--Payments--Payments of Principal"
in this offering prospectus.
"UAV" means unavailable.
"UNDERWRITER EXEMPTION" means Prohibited Transaction Exemption 91-23, as
amended by Prohibited Transaction Exemptions 97-34, 2000-58 and 2002-41.
"UNDERWRITTEN ANNUAL REPLACEMENT RESERVES" or "U/W ANNUAL REPLACEMENT
RESERVES" means the average annual ongoing repairs and replacements estimated
for a mortgaged real property, generally consistent with the greater of (a) the
Recommended Annual Replacement Reserves and (b) the lender's minimum
underwriting standard for that property type.
"UNDERWRITTEN ANNUAL TI/LC RESERVES" or "U/W ANNUAL TI/LC RESERVES" means
the average annual tenant improvement and leasing commissions estimated for a
mortgaged real property, generally consistent with the lender's minimum
underwriting standard for that property type.
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"UNDERWRITTEN EXPENSES" or "U/W EXPENSES" means, with respect to any
mortgaged real property securing an underlying mortgage loan, the annual
operating expenses estimated for that property, generally derived from the
historical annual expenses reflected in the operating statements and other
information furnished by the related borrower, except that those expenses were
often modified as follows:
o operating expenses were generally adjusted by various factors such as
inflation, appraisers' estimates and historical trends;
o if there was no management fee or a management fee which varies from
the market, it was assumed that a management fee is payable with
respect to the mortgaged real property in an amount that is the
greater of the market rate as determined by an appraiser or the
lender's minimum management fee underwriting criteria for the
applicable property type; and
o those expenses were adjusted so as to eliminate any capital
expenditures, loan closing costs, tenant improvements or leasing
commissions and similar nonrecurring expenses.
Underwritten Expenses generally include:
o salaries, wages and benefits;
o the costs of utilities;
o repairs and maintenance;
o marketing;
o insurance;
o management;
o landscaping;
o security, if provided at the mortgaged real property;
o real estate taxes;
o general and administrative expenses; and
o ground lease payments, and other costs;
but without any deductions for debt service, depreciation and amortization or
capital expenditures, tenant improvements or leasing commissions.
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"UNDERWRITTEN NET CASH FLOW", "UNDERWRITTEN NCF" or "U/W NCF" means, for
any mortgaged real property, the Underwritten NOI for that property reduced by
the following items, if and to the extent that the items have not already been
netted-out in calculating Underwritten NOI:
o underwritten capital expenditure reserves; and
o underwritten tenant improvements and leasing commission reserves.
Underwritten Net Cash Flow is subject to the same limitations and qualifications
as Underwritten NOI.
"UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIO" and "U/W NCF DSCR" means,
subject to the discussion under "Risk Factors--The Underwritten Net Cash Flow
Debt Service Coverage Ratios and/or Loan-to-Value Ratios for Certain of the
Underlying Mortgage Loans Have Been Adjusted in Consideration of a Cash Holdback
or a Letter of Credit or Based on a Stabilized Appraised Value" in this offering
prospectus:
o with respect to any underlying mortgage loan (other than a Crossed
Loan and the ShopKo Portfolio Mortgage Loan), the ratio of--
1. the U/W NCF for the corresponding mortgaged real property or
properties, to
2. the Annual Debt Service for the underlying mortgage loan;
o with respect to any Crossed Loan, the ratio of--
1. the total U/W NCF for all of the mortgaged real properties
related to the applicable Crossed Group, to
2. the total Annual Debt Service for all of the underlying mortgage
loans in the applicable Crossed Group; and
o with respect to the ShopKo Portfolio Mortgage Loan, the ratio of--
1. the U/W NCF for the corresponding mortgaged real property or
properties, to
2. the sum of the Annual Debt Service for that underlying mortgage
loan and the aggregate Annual Debt Service for the ShopKo
Portfolio Non-Trust Loans.
"UNDERWRITTEN NOI" or "U/W NOI" means, for any mortgaged real property
securing any underlying mortgage loan, an estimate, made at or about the time of
origination of that mortgage loan or, in some cases, more recently derived from
current financial information, of the total cash flow anticipated to be
available for Annual Debt Service on the underlying mortgage loan, calculated as
the excess of Underwritten Revenues over Underwritten Expenses before
considering any reserves or capital expenditures.
Underwritten NOI describes the cash flow available before deductions for
capital expenditures such as tenant improvements, leasing commissions and
structural reserves. In general, Underwritten NOI has been calculated without
including underwritten reserves or any other underwritten capital expenditures
among Underwritten Expenses. Had those reserves been so included, Underwritten
NOI would have been lower. Even in those cases where such underwritten reserves
or any other underwritten capital expenditures were so included, no cash may
have been actually escrowed. No representation is made as to the future
operating income of the properties, nor is the Underwritten NOI set forth in
this offering prospectus with respect to any mortgaged real property intended to
represent such future net operating income.
241
Actual conditions at any mortgaged real property may differ substantially
from the assumed conditions used in calculating Underwritten NOI. In particular,
the assumptions regarding future revenues, tenant vacancies, future expenses and
various other relevant factors, may differ substantially from actual conditions
and circumstances with respect to any mortgaged real property. There can be no
assurance that the actual financial performance of any of the mortgaged real
properties will meet the underwritten results assumed in connection with the
origination or purchase of the underlying mortgage loans.
Underwritten NOI and the Underwritten Revenues and Underwritten Expenses
used to determine Underwritten NOI for each mortgaged real property are derived
from information furnished by the respective borrowers. Net income for a
mortgaged real property as determined under GAAP would not be the same as the
Underwritten NOI for the mortgaged real property set forth in this offering
prospectus. In addition, Underwritten NOI is not a substitute for or comparable
to operating income as determined in accordance with GAAP as a measure of the
results of a property's operations or a substitute for cash flows from operating
activities determined in accordance with GAAP as a measure of liquidity.
"UNDERWRITTEN REVENUES" or "U/W REVENUES" means the annual operating
revenues estimated for a mortgaged real property, and generally equals, subject
to the assumptions and adjustments specified below:
o in the case of the multifamily rental properties, the amount of gross
rents expected to be received during a 12-month period, as estimated
by annualizing a current rent roll provided by the borrower in
connection with the origination of the underlying mortgage loan or,
more recently, under its periodic operating statements reporting
requirements; and
o in the case of the commercial properties, the amount of gross rents
expected to be received during a 12-month period, as estimated by
annualizing a current rent roll provided by the borrower in connection
with the origination of the underlying mortgage loan or, more
recently, under its periodic operating statement reporting
requirements, plus--
1. for some commercial properties, percentage rents or other
revenues based on normalized actual amounts collected during
previous operating periods, and/or
2. in the case of some commercial properties with modified gross or
net leases, the amount of expense reimbursements expected to be
received over a 12-month period, as estimated based upon actual
lease terms currently in effect or actual amounts collected
during previous operating periods.
For multifamily rental and commercial properties, Underwritten Revenues
also may include some other revenue items such as parking fees, laundry income
and late fees.
However, Underwritten Revenues were generally decreased to take into
account:
o the market vacancy rate, if that rate was more than the vacancy rate
reflected in the most recent rent roll or operating statements, as the
case may be, furnished by the related borrower;
o lender's minimum vacancy underwriting criteria for the applicable
property type; and
o for some commercial properties, applicable market rental rates,
resulting, in some cases, in base rents being marked downward to
market rents.
In addition, in the case of some commercial properties, the Underwritten
Revenues were adjusted upward to account for all or a portion of the rents
provided for under any rent step-ups or new leases scheduled to take
242
effect, generally within six months of the date of the rent roll used to
underwrite the subject mortgaged real property, as well as any rents not
currently payable but scheduled to be payable following the completion of a
build-out or the end of a free rent period.
"UNITED STATES PERSON" means--
o a citizen or resident of the United States,
o a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any state or the District of
Columbia;
o 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
o a trust as to which--
1. a court in the United States is able to exercise primary
supervision over the administration of the trust, and
2. one or more United States persons have the authority to control
all substantial decisions of the trust.
In addition, to the extent provided in the Treasury Regulations, a trust
will be a United States person if it was in existence on August 20, 1996 and it
elected to be treated as a United States person.
"UNITS" means, in the case of a mortgaged real property operated as
multifamily housing, the number of apartments, regardless of the size of or
number of rooms in such apartment, which are referred to in Annex A-1 to this
offering prospectus as "Units."
"UNRESTRICTED SERVICER REPORTS" means, collectively, the following reports:
o CMSA delinquent loan status report;
o CMSA historical loan modification and corrected mortgage loan report;
o CMSA loan level reserve/LOC report;
o CMSA historical liquidation report;
o CMSA REO status report;
o CMSA advance recovery report; and
o from and after its filing with the SEC, any item deemed to be an
Unrestricted Servicer Report in accordance with the definition of
"Restricted Servicer Reports" in this glossary.
"WEIGHTED AVERAGE LIFE TO MATURITY" means, with respect to any underlying
mortgage loan, the number of years obtained by dividing:
(1) the then outstanding principal amount of the mortgage loan
243
into
(2) the total of the products obtained by multiplying:
(a) the amount of each then remaining required principal payment,
including the principal payment at the maturity date, in respect
thereof,
by
(b) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the date on which such payment
is to be made.
"WEIGHTED AVERAGE POOL PASS-THROUGH RATE" means, for any distribution date,
the weighted average of the Net Mortgage Pass-Through Rates with respect to all
of the mortgage loans in the trust fund (including mortgage loans as to which
the related mortgaged real property has become an REO Property) for that
distribution date, weighted on the basis of the respective Stated Principal
Balances of those mortgage loans immediately prior to that distribution date.
"WIMBLEDON PLACE APARTMENTS INTERCREDITOR AGREEMENT" means, with respect to
the Wimbledon Place Apartments Loan Combination, the related intercreditor
agreement among noteholders.
"WIMBLEDON PLACE APARTMENTS LOAN COMBINATION" means, collectively, the
Wimbledon Place Apartments Mortgage Loan and the Wimbledon Place Apartments
Non-Trust Loan.
"WIMBLEDON PLACE APARTMENTS MATERIAL DEFAULT" means, with respect to the
Wimbledon Place Apartments Loan Combination, any of the following events: (a)
the acceleration of the Wimbledon Place Apartments Mortgage Loan or the
Wimbledon Place Apartments Non-Trust Loan; (b) the existence of a continuing
monetary event of default; and/or (c) an event of default caused by a bankruptcy
or insolvency action filed by or against the related borrower or by the related
borrower otherwise being the subject of a bankruptcy or insolvency proceeding.
"WIMBLEDON PLACE APARTMENTS MORTGAGE LOAN" means, the underlying mortgage
loan secured by the Wimbledon Place Apartments Mortgaged Property.
"WIMBLEDON PLACE APARTMENTS MORTGAGED PROPERTY" means the mortgaged real
property identified on Annex A-1 to this offering prospectus as Wimbledon Place
Apartments.
"WIMBLEDON PLACE APARTMENTS NON-TRUST LOAN" means the B-note loan that (a)
is secured by the same mortgage instrument encumbering the same mortgaged real
property as the Wimbledon Place Apartments Mortgage Loan and (b) is not being
transferred to the issuing entity.
"WIMBLEDON PLACE APARTMENTS NON-TRUST LOAN NOTEHOLDER" means the holder of
the promissory note for the Wimbledon Place Apartments Non-Trust Loan.
"YEAR BUILT" means, with respect to any mortgaged real property, the years
during which construction of the mortgaged real property was completed.
"YEAR RENOVATED" means, with respect to any mortgaged real property, the
year during which the most recent renovation, if any, of the mortgaged real
property was completed. That renovation would generally include significant
capital improvements to either the interior or exterior of the mortgaged real
property. In the event of multiple years of renovation, only the most recent of
those years is shown.
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"YIELD MAINTENANCE INTEREST RATE" means, with respect to any mortgage loan
in the trust fund and as indicated by the Yield Maintenance Discounting Horizon,
one of the following:
1. If the value specified in the column labeled "Yield Maintenance
Discounting Horizon" on Annex A-1 to this offering prospectus is
"Maturity", an annualized yield (the "Yield Rate") equal to the yield
on securities issued by the United States Treasury or other direct
non-callable obligations backed by the full faith and credit of the
United States of America having a maturity closest to the maturity of
the subject mortgage loan, as the Yield Rate is quoted using the
method specified in the related mortgage loan documents;
2. If the value specified in the column labeled "Yield Maintenance
Discounting Horizon" on Annex A-1 to this offering prospectus is
"WAL", the Yield Rate equal to the yield on securities issued by the
United States Treasury or other direct non-callable obligations backed
by the full faith and credit of the United States of America with a
term equal to the Weighted Average Life to Maturity of the subject
mortgage loan, as the Yield Rate is quoted using the method specified
in the related mortgage loan documents;
3. If the value specified in the column labeled "Yield Maintenance
Discounting Horizon" on Annex A-1 to this offering prospectus is
"Specified", the Yield Rate on securities issued by the United States
Treasury having a maturity specified in the related mortgage loan
documents.
The Yield Maintenance Interest Rate should be increased by x basis points
if the value specified for the subject mortgage loan in the column "Yield
Maintenance Interest Rate" on Annex A-1 to this offering prospectus is "T+x", or
by zero (0) basis points if the value specified is "Treasury Flat" (or "U.S.
obligations Flat").
The Yield Maintenance Interest Rate, as adjusted in the preceding
paragraph, shall be converted to a monthly equivalent yield if the value for the
subject mortgage loan specified in the column labeled "Yield Maintenance
Interest Rate Converted to Monthly Mortgage Rate" on Annex A-1 to this offering
prospectus is "Yes."
245
ANNEX A-1
CHARACTERISTICS OF THE UNDERLYING
MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
Note: For purposes of presenting information regarding the original and
remaining terms to maturity of the respective underlying mortgage loans in this
Annex A-1, each ARD Loan is assumed to mature on its anticipated repayment date.
LOAN
LOAN MORTGAGE GROUP
NUMBER LOAN SELLER NUMBER LOAN / PROPERTY NAME PROPERTY ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
1 CGM and BCRE 1 ShopKo Portfolio Various
1.1 10808 South 132nd Street 10808 South 132nd Street
1.2 700 Pilgrim Way 700 Pilgrim Way
1.3 1717 Lawrence Drive 1717 Lawrence Drive
1.4 301 Bay Park Square 301 Bay Park Square
1.5 55 Lake Boulevard 55 Lake Boulevard
1.6 217 West Ironwood Drive 217 West Ironwood Drive
1.7 1001 East Gowen Road 1001 East Gowen Road
1.8 801 West Central Entrance (Highway 53) 801 West Central Entrance (Highway 53)
1.9 4161 Second Street South (Highway 23) 4161 Second Street South (Highway 23)
1.10 7401 Mineral Point Road 7401 Mineral Point Road
1.11 1000 West Northland Avenue 1000 West Northland Avenue
1.12 2201 Zeier Road 2201 Zeier Road
1.13 1850 Madison Avenue 1850 Madison Avenue
1.14 2820 Highway 63 South 2820 Highway 63 South
1.15 3708 Highway 63 North 3708 Highway 63 North
1.16 3200 Broadway Street 3200 Broadway Street
1.17 2430 East Mason Street 2430 East Mason Street
1.18 867 North Columbia Center Boulevard 867 North Columbia Center Boulevard
1.19 14445 West Center Road 14445 West Center Road
1.20 5646 North 90th Street 5646 North 90th Street
1.21 616 West Johnson Street 616 West Johnson Street
1.22 1150 West Washington Street 1150 West Washington Street
1.23 1601 West 41st Street 1601 West 41st Street
1.24 1845 Haines Avenue 1845 Haines Avenue
1.25 699 Green Bay Road 699 Green Bay Road
1.26 955 West Clairemont Avenue 955 West Clairemont Avenue
1.27 1100 East Riverview Expressway 1100 East Riverview Expressway
1.28 2510 South Reserve Street 2510 South Reserve Street
1.29 1300 Koeller Street 1300 Koeller Street
1.30 800 East Maes Street 800 East Maes Street
1.31 North 9520 Newport Highway North 9520 Newport Highway
1.32 4801 Washington Avenue 4801 Washington Avenue
1.33 4515 South Regal Street 4515 South Regal Street
1.34 1306 North Central Avenue 1306 North Central Avenue
1.35 2500 US Highway 14 2500 US Highway 14
1.36 1209 18th Avenue Northwest 1209 18th Avenue Northwest
1.37 501 Highway 10 Southeast 501 Highway 10 Southeast
1.38 1400 Big Thunder Boulevard 1400 Big Thunder Boulevard
1.39 2101 West Broadway 2101 West Broadway
1.40 2208 North Webb Road 2208 North Webb Road
1.41 5300 52nd Street 5300 52nd Street
1.42 905 South 24th Street West 905 South 24th Street West
1.43 701 South Church Street 701 South Church Street
1.44 1964 West Morton Avenue 1964 West Morton Avenue
1.45 4200 South 27th Street 4200 South 27th Street
1.46 1710 South Main Street 1710 South Main Street
1.47 1578 Appleton Road 1578 Appleton Road
1.48 2761 Prairie Avenue 2761 Prairie Avenue
1.49 9366 State Highway 16 9366 State Highway 16
1.50 2602 Shopko Drive 2602 Shopko Drive
1.51 518 South Taylor Drive 518 South Taylor Drive
1.52 1553 West 9000 South 1553 West 9000 South
1.53 2290 South 1300 East 2290 South 1300 East
1.54 405 Cottonwood Drive 405 Cottonwood Drive
1.55 5801 Summit View Avenue 5801 Summit View Avenue
1.56 1900 North Main Street 1900 North Main Street
1.57 1771 Wisconsin Avenue 1771 Wisconsin Avenue
1.58 4344 Mormon Coulee Road (State Highway 14) 4344 Mormon Coulee Road (State Highway 14)
1.59 1200 Susan Drive 1200 Susan Drive
1.60 2677 South Prairie View Road 2677 South Prairie View Road
1.61 230 North Wisconsin Street 230 North Wisconsin Street
1.62 3415 Calumet Avenue 3415 Calumet Avenue
1.63 700 9th Avenue Southeast 700 9th Avenue Southeast
1.64 1105 East Grand Avenue 1105 East Grand Avenue
1.65 1200 Main Street (State Highway 10) 1200 Main Street (State Highway 10)
1.66 125 Main Street 125 Main Street
1.67 190 South 500 West 190 South 500 West
1.68 500 North Highway 281 500 North Highway 281
1.69 301 Northwest Bypass 301 Northwest Bypass
1.70 3101 North Montana Avenue 3101 North Montana Avenue
1.71 South 1450 Grand Avenue South 1450 Grand Avenue
1.72 500 South Carpenter Avenue 500 South Carpenter Avenue
1.73 4060 Riverdale Road 4060 Riverdale Road
1.74 615 South Monroe 615 South Monroe
1.75 1150 North Main Street 1150 North Main Street
1.76 2655 Broadway Avenue 2655 Broadway Avenue
1.77 4850 West 3500 South 4850 West 3500 South
1.78 1001 South Highway 15 (State Street) 1001 South Highway 15 (State Street)
1.79 1450 East Geneva Street 1450 East Geneva Street
1.80 601 Galvin Road South 601 Galvin Road South
1.81 1018 Washington Boulevard 1018 Washington Boulevard
1.82 1777 Paulson Road 1777 Paulson Road
1.83 405 West 8th Street 405 West 8th Street
1.84 2610 North Bridge Avenue 2610 North Bridge Avenue
1.85 2005 Krenzien Drive 2005 Krenzien Drive
1.86 510 East Philip Avenue 510 East Philip Avenue
1.87 2530 First Avenue North 2530 First Avenue North
1.88 1755 North Humiston Avenue 1755 North Humiston Avenue
1.89 2100 Caldwell Boulevard 2100 Caldwell Boulevard
1.90 900 West Memorial Drive 900 West Memorial Drive
1.91 2741 Roosevelt Street 2741 Roosevelt Street
1.92 2266 North University Parkway 2266 North University Parkway
1.93 1649 Pole Line Road East 1649 Pole Line Road East
1.94 320 County Road O 320 County Road O
1.95 4215 Yellowstone Highway 4215 Yellowstone Highway
1.96 800 East 17th Street 800 East 17th Street
1.97 1350 North Galena Avenue 1350 North Galena Avenue
1.98 1600 Rose Street 1600 Rose Street
1.99 2530 Rudkin Road 2530 Rudkin Road
1.100 555 West South Street 555 West South Street
1.101 955 North Main Street 955 North Main Street
1.102 1341 North Main Street 1341 North Main Street
1.103 747 South Main Street 747 South Main Street
1.104 1425 Janesville Avenue 1425 Janesville Avenue
1.105 2120 Thain Grade 2120 Thain Grade
1.106 3705 Monroe Road 3705 Monroe Road
1.107 2585 Lineville Road 2585 Lineville Road
1.108 1190 North 6th Street 1190 North 6th Street
1.109 1450 West Main Avenue 1450 West Main Avenue
1.110 East 13414 Sprague Avenue East 13414 Sprague Avenue
1.111 313 North Roosevelt Avenue 313 North Roosevelt Avenue
1.112 1011 North Wisconsin Street 1011 North Wisconsin Street
------------------------------------------------------------------------------------------------------------------------------------
2 CGM 1 Olen Pointe Brea Office Park 1, 2, 3, 4, 6, 20, 30, 40, 50, 60 Pointe Drive
3 CGM 1 Reston Executive Center 12100-12120 Sunset Hills Road
------------------------------------------------------------------------------------------------------------------------------------
4 CGM 1 Reckson II Office Portfolio Various
4.1 6800 Jericho 6800 Jericho Turnpike
4.2 55 Charles Lindbergh Boulevard 55 Charles Lindbergh Boulevard
4.3 555 White Plains Road 555 White Plains Road
4.4 560 White Plains Road 560 White Plains Road
4.5 200 Broadhollow Road 200 Broadhollow Road
4.6 10 Rooney Circle 10 Rooney Circle
4.7 North Atrium II 6900 Jericho Turnpike
------------------------------------------------------------------------------------------------------------------------------------
5 CGM 1 Great Wolf Resorts Portfolio Various
5.1 Great Wolf Resort - Sandusky, OH 4600 Milan Road
5.2 Great Wolf Resort - Wisconsin Dells 1440 Great Wolf Drive
------------------------------------------------------------------------------------------------------------------------------------
6 PNC 2 Emerald Isle Senior Apartments 661 North Rose Drive
7 CGM 1 20 North Orange 20 North Orange Avenue
------------------------------------------------------------------------------------------------------------------------------------
Kratsa Portfolio
8 CGM 1 SpringHill Suites - North Shore 233 Federal Street
9 CGM 1 Holiday Inn Express - South Side 20 South 10th Street
10 CGM 1 Holiday Inn Express - Bridgeville 3053 Washington Pike Road
11 CGM 1 Comfort Inn - Meadowlands 237 Meadowlands Boulevard
------------------------------------------------------------------------------------------------------------------------------------
GT Portfolio
12 CGM 1 Sara Road 300 524 North Sara Road
13 CGM 1 JCG III 314, 315, 400, 417 Hudiburg Circle
14 CGM 1 Liberty Business Park 6401 & 6421 South Air Depot Boulevard
15 CGM 1 Sara Road 80 600 North Sara Road
16 CGM 1 JCG V 11301 Partnership Drive
17 CGM 1 6100 Center 2205 North Willow Avenue
18 CGM 1 Beverly Terrace 5301 Beverly Drive
19 CGM 1 JCG IV 6919 West Reno Avenue
------------------------------------------------------------------------------------------------------------------------------------
20 PNC 1 Flower Hill Promenade 2610-2750 Via de la Valle
21 PNC 1 Bank of America Plaza 1901 Main Street
22 CGM 2 Woodstream Apartments 675 East Street Road
23 CGM 1 DuBois Mall 690 Shaffer Road
24 CGM 1 Riverview Tower 900 South Gay Street
25 CGM 1 Lakeland Town Center 1402-1416 Lake Tapps Parkway East
26 CGM 1 Northeast Florida Industrial 4627 J.P.Hall Boulevard
27 CGM 2 Bristol Pointe Apartment Homes 3500 Peachtree Corners Circle
28 CGM 1 Sweet Bay Shopping Center 13002 Race Track Road
29 CGM 1 Bossier Corners 2001 Airline Drive
30 CGM 2 Mallard Crossing Apartments 9980 Hanover Way
31 CGM 1 Plaza at the Pointe 162 Quinn Drive
32 CGM 2 Treetops Apartments 250 Treetops Drive
33 CGM 1 Locke Drive 111, 140 & 150 Locke Drive
34 CGM 1 Milestone 21030, 21040, 20900 & 20906 Frederick Road
35 CGM 1 290 Concord Road 290 Concord Road
36 CGM 1 Virginia Gateway 7453-7501 Linton Hall Road
37 PNC 1 Logistics Insight Corporation 4405 Continental Drive
38 CGM 1 The Sterling and Joseph Vance Building 1402 & 1418 Third Avenue
39 CGM 2 Wolf Creek Apartments 403 Wolf Creek Circle
40 CGM 1 Party City 25 Green Pond Road
41 CGM 1 Collier Health Park 11121-11181 Health Park Boulevard
42 CGM 1 Beverly Garland's Holiday Inn 4222 Vineland Avenue
43 CGM 1 Acme Plaza Shopping Center I (Shelvin) 11 Dennis Road
44 CGM 1 AmeriCold Warehouse 700 South Raymond Avenue
45 CGM 2 Promontory Apartments 60 West Stone Loop
46 CGM 1 Doubletree Suites - Tukwila, WA 16500 Southcenter Parkway
47 CGM 1 Hilton Garden Inn - Glen Allen, VA 4050 Cox Road
48 CGM 1 Desert Inn Office Center 2725, 2755, 2785, 2795 East Desert Inn Road
49 CGM 2 Hidden Valley Club Apartments 600 Hidden Valley Club Drive
50 CGM 1 Wal-Mart Fremont 40600 Albrae Street
51 CGM 2 Four Winds Apartments 8000 Perry Street
------------------------------------------------------------------------------------------------------------------------------------
Beau Rivage Portfolio
52 CGM 2 Beau Rivage Apartments 192 4707 East Upriver Drive
53 CGM 2 Beau Rivage Apartments 132 4707 East Upriver Drive
------------------------------------------------------------------------------------------------------------------------------------
54 CGM 1 Mendocino Marketplace 2240, 2280, 2360 Mendocino Avenue
55 CGM 1 60 Frontage Road 60 Frontage Road
56 PNC 1 Northbelt Office Center II 785 Greens Parkway
57 CGM 1 1723 Walnut Street 1723-29 Walnut Street
58 PNC 1 Cingular Wireless Building 7000 Goodlett Farms Parkway
59 CGM 1 Demonbreun Center 1512-1530 Demonbreun, 112-118 16th Avenue,
1529-1533 McGavock Street
------------------------------------------------------------------------------------------------------------------------------------
Curat Multifamily Portfolio
60 CGM 2 Autumnwood Apartments 717 Irving Avenue
61 CGM 2 Silvercreek Apartments 1526 North Seminary Avenue
------------------------------------------------------------------------------------------------------------------------------------
62 CGM 2 Hilands II Apartments 5755 East River Road
63 PNC 2 Houston Levee Apartments (Note 10) 2801 Houston Levee Road
64 CGM 2 Meadows Apartments 2400 Springdale Road
------------------------------------------------------------------------------------------------------------------------------------
65 CGM 1 Marriott Fairfield Inn & Suites Alpharetta Various
Portfolio
65.1 Marriot TownePlace Suites 1074 Cobb Place Boulevard
65.2 Fairfield Inn & Suites - Alpharetta, GA 11385 Haynes Bridge Road
65.3 Marriott Fairfield Inn & Suites - Macon, GA 4035 Sheraton Drive
------------------------------------------------------------------------------------------------------------------------------------
66 PNC 1 Pac Bell Directory Office Building 5460 East La Palma Avenue
67 PNC 1 Rancho Santa Fe 13055, 13065, 13075 West Rancho Sante Fe Boulevard
68 CGM 1 Whole Foods 28 & 50 Raymond Road
69 CGM 1 State & Perryville Shopping Center 7143 East State Street
------------------------------------------------------------------------------------------------------------------------------------
70 CGM 2 Stonehenge Apartments Various
70.1 Starkville Crossing 107-125 John Calvin Street, 301-509 Mallory Lane, 101-123
Rutledge Street, 100-218 John Wesley and 300-307 Aberathy
70.2 Stonehenge Apts Drive 625 South Montgomery
------------------------------------------------------------------------------------------------------------------------------------
71 CGM 1 1210-1230 Washington Street 1210-1230 Washington Street
72 CGM 1 Melrose Place 8436 Melrose Place
73 CGM 1 Blankenbaker Parkway Office 2700 Blankenbaker Parkway
------------------------------------------------------------------------------------------------------------------------------------
74 CGM 1 Marriott Fairfield Inn & Suites Buckhead Various
Portfolio
74.1 Fairfield Inn & Suites - Atlanta 3092 Piedmont Road
(Buckhead), GA
74.2 SpringHill Suites Atlanta/ Alpharetta 12730 Deerfield Parkway
------------------------------------------------------------------------------------------------------------------------------------
75 CGM 1 Marriott Fairfield Inn & Suites Atlanta Various
Portfolio
75.1 Marriott Fairfield Inn & Suites - 1145 Hammond Drive
Atlanta/Perimeter Center
75.2 Marriott TownePlace Suites 7925 Westside Parkway
------------------------------------------------------------------------------------------------------------------------------------
76 CGM 1 One Theall Road One Theall Road
77 CGM 1 Washingtonian Center 9821 Washingtonian Boulevard
78 CGM 1 WalMart Supercenter - Dahlonega, GA 270 Wal-Mart Way
79 CGM 1 Hilltop Square Shopping Center 550 First Colonial Road
80 CGM 1 Prestige Portfolio I 88 and 91 Prestige Park Circle, 101, 130 and 311 Prestige
Park Road and 672 Tolland Street
81 CGM 1 Sav-A-Center - Metairie, LA 717 Clearview Parkway
82 CGM 1 Natchez Mall 350 John R. Junkin Drive
83 CGM 1 Courtyard by Marriott - Huntersville, NC 16700 Northcross Drive
84 CGM 1 The Minolta Building 615 Route 303
85 PNC 1 Itronix Building 12825 East Mirabeau Parkway
86 CGM 1 Alfa Laval Building 5400 International Trade Drive
87 PNC 1 Miami Lakes Commons 6625 Miami Lakes Drive
88 PNC 1 Gateway West Shopping Center Route 8 @ Saulsbury Road
89 CGM 1 KingsPark 5700 West Plano Parkway
90 PNC 2 Berkley Village - Newport News 900 Daphia Circle
91 CGM 1 50 Division Street 50 Division Street
92 CGM 1 Northwood Village 351-403 Greens Road
93 CGM 1 Riverfront Business Park 16110-16140 Woodinville-Redmond Road Northeast
94 CGM 1 Franklin Center Office Building 29100 Northwestern Highway
95 CGM 1 Aurora - Wilkinson Medical Clinic(Hartland) 600 Walnut Ridge Drive
96 CGM 1 5 & 105 Shawmut Road 5 & 105 Shawmut Road
97 CGM 1 Walgreen's- Henderson, NV 101 East Lake Mead Parkway
98 PNC 2 Wimbledon Place Apartments 7605 East 49th Street
99 PNC 1 Holiday Inn Express - Turlock 3001 Hotel Drive
100 CGM 1 Oglethorpe Crossing 3435 Ashford Dunwoody Road
101 CGM 2 Spring Meadow Apartments 10030 North 43rd Avenue
102 CGM 1 Tustin Square 1888-1944 North Tustin Street
103 CGM 1 Village Square Retail Center 2245 Village Square Parkway
104 CGM 1 Niagara County Office Buildings 20-40 East Avenue, 111 and 50 Main Street
105 PNC 1 80 West Street 80 West Street
106 CGM 2 Regency at Chandler Park 101 Chandler Park
107 CGM 1 Aurora - Edgerton Health Center 6901 West Edgerton Avenue
108 CGM 1 Spalding Triangle 5255,5275 & 5295 Triangle Parkway
109 PNC 1 Hotel Bethlehem 437 Main Street
110 CGM 1 6201 Fairview Road 6201 Fairview Road
111 PNC 2 Chaparral Townhomes 351 Chaparral Road
112 CGM 1 La Quinta Inn Winter Park 626 Lee Road
113 PNC 1 Bolsa Magnolia Center 9039 Bolsa Avenue
114 CGM 2 Apple Creek Apartments 3001 Pheasant Run Road
115 CGM 2 Millport Apartments 1001 Islington Street
116 CGM 1 Parker Marketplace 11001-11061 South Parker Road
117 CGM 1 Village Green MHP 1700 Robbins Road
118 CGM 1 Winter Park Plaza 330 West Fairbanks Avenue
119 CGM 1 Holiday Inn - Lumberton, NC 101 Wintergreen Drive
120 CGM 1 Andover Business Center 46979 and 47075 Five Mile Road
121 CGM 2 Crystal Lake Apartments 10500 South East 26th Avenue
122 CGM 1 Aurora - Bluemond Health Center 12500 West Bluemond Road
123 CGM 1 Office Depot Plaza 4550 Lake Worth Road
------------------------------------------------------------------------------------------------------------------------------------
G4 Portfolio
124 CGM 1 United Supermarket - Lubbock, TX 2703 82nd Street
125 CGM 1 Advance Auto Parts - Cleveland, OH 7440 Broadway Avenue
126 CGM 1 Advance Auto Parts - Denton Township, MI 1200 West Houghton Lake Drive
------------------------------------------------------------------------------------------------------------------------------------
127 PNC 1 Douglas Station 1160-1198 Douglas Road and 20-58 Sycamore
128 CGM 1 Highland Plaza 8341 Indianapolis Boulevard
129 CGM 2 Kipling Manor Apartments 82-90 Kip Drive
130 PNC 1 McCarran Landing Shopping Center 4991-4999 Longley Lane
131 CGM 1 Barcelone Building 8751 West Charleston Boulevard
132 CGM 1 Cypress Grove Plaza 5622-5692 Cypress Gardens Boulevard
133 CGM 1 Holiday Inn Express - Mooresville 130 Norman Station Boulevard
134 PNC 2 Sherman Oaks Apartments & Apple Mini 5301 Sherman Street
Storage
135 CGM 1 Aurora - Airport Health Center 180 West Grange Avenue
136 CGM 1 MLK Plaza 3645 Page Boulevard
137 CGM 1 Fairfield Inn - Myrtle Beach, SC 1350 Paradise Circle
138 CGM 2 Willow Creek 2420 Parklawn Drive
139 CGM 1 Barclay Square 2601 South Rochester Road
140 CGM 1 Prestige Portfolio II 226-262 Prestige Park Road, 284-310 Prestige Park Road
141 CGM 1 Circuit City - Redding, CA 1175 Dana Drive
142 CGM 1 United Supermarket - Plainview, TX 2401-2403 North Columbia Street
143 CGM 2 Grace Street Apartments 401-411 West Grace Street
144 CGM 1 Holiday Inn Express - Myrtle Beach, SC 1290 Paradise Circle
145 PNC 1 Comfort Inn & Suites - College Park 2450 Old National Parkway
146 PNC 1 Gateway Plaza - N. Las Vegas 1306 & 1318 West Craig Road
147 CGM 1 Walgreen's - Orange, CT 54 Boston Post Road
148 CGM 1 Bird in Hand 2175-2185 South Road
149 CGM 1 GSA - Mission Viejo, CA 26051 Acero Road
150 CGM 1 Barnes and Noble 12170 Jefferson Avenue
151 CGM 1 Best Buy-Portage 6900 South Westnedge Avenue
152 CGM 1 Bassett Creek Medical Building 5851 Duluth Street
153 CGM 1 Pasco Rite Aid 410 West Bonneville Street
154 CGM 1 Mill & Main 400 East Main Street
155 CGM 1 CVS - Port Richey, FL 11938 US Highway 19 North
156 CGM 1 Shoppes at Cranberry Commons 1694 Route 228
157 CGM 1 Rafael North (Marin) Office 165,175 and 185 North Redwood Drive
158 PNC 1 Hayden Park Office 10613 & 10617 North Hayden Road
159 PNC 2 Crawford Mayfair Apartments 3350-3364 Broadmoor Avenue, 65-71 S. Hampton Road,
223-291 Mayfair Boulevard
160 CGM 1 155 Founders Plaza 155 Pitkin Street
161 CGM 1 Best Buy - Fond du Lac, WI 335 North Pioneer Road
162 PNC 2 Park Westwood Apartments 9501 West Sam Houston Parkway
163 CGM 1 Rite Aid - Louisville, KY 7118 Southside Drive
164 CGM 1 Rite Aid - Manchester, PA 4150 North George Street Ext
165 CGM 1 Rite Aid - Lancaster, PA 1550 Columbia Avenue
166 PNC 2 Mayfair Village Apartments 412-440 & 57-73 Mayfair Boulevard
LOAN
NUMBER CITY STATE ZIP CODE COUNTY PROPERTY TYPE DETAILED PROPERTY TYPE
--------------------------------------------------------------------------------------------------------------------------
1 Various Various Various Various Various Various
1.1 Omaha NE 68138 Sarpy Industrial Warehouse
1.2 Green Bay WI 54304 Brown Office Suburban
1.3 De Pere WI 54115 Brown Industrial Warehouse
1.4 Ashwaubenon WI 54304 Brown Retail Anchored, Single Tenant
1.5 Redding CA 96003 Shasta Retail Anchored, Single Tenant
1.6 Coeur D'Alene ID 83814 Kootenai Retail Anchored, Single Tenant
1.7 Boise ID 83716 Ada Industrial Warehouse
1.8 Duluth MN 55811 Saint Louis Retail Anchored, Single Tenant
1.9 Saint Cloud MN 56301 Stearns Retail Anchored, Single Tenant
1.10 Madison WI 53717 Dane Retail Anchored, Single Tenant
1.11 Appleton WI 54914 Outagamie Retail Anchored, Single Tenant
1.12 Madison WI 53704 Dane Retail Anchored, Single Tenant
1.13 Mankato MN 56001 Blue Earth Retail Anchored, Single Tenant
1.14 Rochester MN 55904 Olmsted Retail Anchored, Single Tenant
1.15 Rochester MN 55906 Olmsted Retail Anchored, Single Tenant
1.16 Quincy IL 62301 Adams Retail Anchored, Single Tenant
1.17 Green Bay WI 54302 Brown Retail Anchored, Single Tenant
1.18 Kennewick WA 99336 Benton Retail Anchored, Single Tenant
1.19 Omaha NE 68144 Douglas Retail Anchored, Single Tenant
1.20 Omaha NE 68134 Douglas Retail Anchored, Single Tenant
1.21 Fond du Lac WI 54935 Fond du Lac Retail Anchored, Single Tenant
1.22 Marquette MI 49855 Marquette Retail Anchored, Single Tenant
1.23 Sioux Falls SD 57105 Minnehaha Retail Anchored, Single Tenant
1.24 Rapid City SD 57701 Pennington Retail Anchored, Single Tenant
1.25 Neenah WI 54956 Winnebago Retail Anchored, Single Tenant
1.26 Eau Claire WI 54701 Eau Claire Retail Anchored, Single Tenant
1.27 Wisconsin Rapids WI 54494 Wood Retail Anchored, Single Tenant
1.28 Missoula MT 59801 Missoula Retail Anchored, Single Tenant
1.29 Oshkosh WI 54902 Winnebago Retail Anchored, Single Tenant
1.30 Kimberly WI 54136 Outagamie Retail Anchored, Single Tenant
1.31 Spokane WA 99218 Spokane Retail Anchored, Single Tenant
1.32 Racine WI 53406 Racine Retail Anchored, Single Tenant
1.33 Spokane WA 99223 Spokane Retail Anchored, Single Tenant
1.34 Marshfield WI 54449 Wood Retail Anchored, Single Tenant
1.35 Janesville WI 53545 Rock Retail Anchored, Single Tenant
1.36 Austin MN 55912 Mower Retail Anchored, Single Tenant
1.37 Saint Cloud MN 56304 Benton Retail Anchored, Single Tenant
1.38 Belvidere IL 61008 Boone Retail Anchored, Single Tenant
1.39 Monona WI 53713 Dane Retail Anchored, Single Tenant
1.40 Grand Island NE 68803 Hall Retail Anchored, Single Tenant
1.41 Kenosha WA 53144 Kenosha Retail Anchored, Single Tenant
1.42 Billings MT 59102 Yellowstone Retail Anchored, Single Tenant
1.43 Watertown WI 53094 Jefferson Retail Anchored, Single Tenant
1.44 Jacksonville IL 62650 Morgan Retail Anchored, Single Tenant
1.45 Lincoln NE 68502 Lancaster Retail Anchored, Single Tenant
1.46 West Bend WI 53095 Washington Retail Anchored, Single Tenant
1.47 Menasha WI 54952 Winnebago Retail Anchored, Single Tenant
1.48 Beloit WI 53511 Rock Retail Anchored, Single Tenant
1.49 Onalaska WI 54650 La Crosse Retail Anchored, Single Tenant
1.50 Madison WI 53704 Dane Retail Anchored, Single Tenant
1.51 Sheboygan WI 53081 Sheboygan Retail Anchored, Single Tenant
1.52 West Jordan UT 84088 Salt Lake Retail Anchored, Single Tenant
1.53 Salt Lake City UT 84106 Salt Lake Retail Anchored, Single Tenant
1.54 Winona MN 55987 Winona Retail Anchored, Single Tenant
1.55 Yakima WA 98908 Yakima Retail Anchored, Single Tenant
1.56 Mitchell SD 57301 Davison Retail Anchored, Single Tenant
1.57 Grafton WI 53024 Ozaukee Retail Anchored, Single Tenant
1.58 La Crosse WI 54601 La Crosse Retail Anchored, Single Tenant
1.59 Marshall MN 56258 Lyon Retail Anchored, Single Tenant
1.60 Chippewa Falls WI 54729 Chippewa Retail Anchored, Single Tenant
1.61 De Pere WI 54115 Brown Retail Anchored, Single Tenant
1.62 Manitowoc WI 54220 Manitowoc Retail Anchored, Single Tenant
1.63 Watertown SD 57201 Codington Retail Anchored, Single Tenant
1.64 Rothschild WI 54474 Marathon Retail Anchored, Single Tenant
1.65 Stevens Point WI 54481 Portage Retail Anchored, Single Tenant
1.66 Hutchinson MN 55350 McLeod Retail Anchored, Single Tenant
1.67 West Bountiful UT 84010 Davis Retail Anchored, Single Tenant
1.68 Aberdeen SD 57401 Brown Retail Anchored, Single Tenant
1.69 Great Falls MT 59404 Cascade Retail Anchored, Single Tenant
1.70 Helena MT 59602 Lewis and Clark Retail Anchored, Single Tenant
1.71 Pullman WA 99163 Whitman Retail Anchored, Single Tenant
1.72 Kingsford MI 49802 Dickinson Retail Anchored, Single Tenant
1.73 Riverdale UT 84405 Weber Retail Anchored, Single Tenant
1.74 Mason City IA 50401 Cerro Gordo Retail Anchored, Single Tenant
1.75 Layton UT 84041 Davis Retail Anchored, Single Tenant
1.76 Boise ID 83706 Ada Retail Anchored, Single Tenant
1.77 West Valley City UT 84120 Salt Lake Retail Anchored, Single Tenant
1.78 Fairmont MN 56031 Martin Retail Anchored, Single Tenant
1.79 Delavan WI 53115 Walworth Retail Anchored, Single Tenant
1.80 Bellevue NE 68005 Sarpy Retail Anchored, Single Tenant
1.81 Ogden UT 84404 Weber Retail Anchored, Single Tenant
1.82 River Falls WI 54022 Saint Croix Retail Anchored, Single Tenant
1.83 Monroe WI 53566 Green Retail Anchored, Single Tenant
1.84 Albert Lea MN 56007 Freeborn Retail Anchored, Single Tenant
1.85 Norfolk NE 68701 Madison Retail Anchored, Single Tenant
1.86 North Platte NE 69101 Lincoln Retail Anchored, Single Tenant
1.87 Escanaba MI 49829 Delta Retail Anchored, Single Tenant
1.88 Worthington MN 56187 Nobles Retail Anchored, Single Tenant
1.89 Nampa ID 83651 Canyon Retail Anchored, Single Tenant
1.90 Houghton MI 49931 Houghton Retail Anchored, Single Tenant
1.91 Marinette WI 54143 Marinette Retail Anchored, Single Tenant
1.92 Provo UT 84604 Utah Retail Anchored, Single Tenant
1.93 Twin Falls ID 83301 Twin Falls Retail Anchored, Single Tenant
1.94 Rice Lake WI 54868 Rusk Retail Anchored, Single Tenant
1.95 Chubbuck ID 83202 Bannock Retail Anchored, Single Tenant
1.96 Idaho Falls ID 83404 Bonneville Retail Anchored, Single Tenant
1.97 Dixon IL 61021 Lee Retail Anchored, Single Tenant
1.98 Walla Walla WA 99362 Walla Walla Retail Anchored, Single Tenant
1.99 Union Gap WA 98903 Yakima Retail Anchored, Single Tenant
1.100 Freeport IL 61032 Stephenson Retail Anchored, Single Tenant
1.101 Spanish Fork UT 84660 Utah Retail Anchored, Single Tenant
1.102 Logan UT 84341 Cache Retail Anchored, Single Tenant
1.103 Brigham City UT 84302 Box Elder Retail Anchored, Single Tenant
1.104 Fort Atkinson WI 53538 Jefferson Retail Anchored, Single Tenant
1.105 Lewiston ID 83501 Nez Perce Retail Anchored, Single Tenant
1.106 Ledgeview WI 54115 Brown Retail Anchored, Single Tenant
1.107 Howard WI 54313 Brown Retail Anchored, Single Tenant
1.108 Monmouth IL 61462 Warren Retail Anchored, Single Tenant
1.109 De Pere WI 54115 Brown Industrial Optical Lab
1.110 Spokane Valley WA 99216 Spokane Retail Anchored, Single Tenant
1.111 Burlington IA 52601 Des Moines Retail Anchored, Single Tenant
1.112 Port Washington WI 53074 Ozaukee Retail Anchored, Single Tenant
--------------------------------------------------------------------------------------------------------------------------
2 Brea CA 92821 Orange Office Suburban
3 Reston VA 20190 Fairfax Office Suburban
--------------------------------------------------------------------------------------------------------------------------
4 Various Various Various Various Office Suburban
4.1 Syosset NY 11791 Nassau Office Suburban
4.2 Uniondale NY 11553 Nassau Office Suburban
4.3 Tarrytown NY 10591 Westchester Office Suburban
4.4 Tarrytown NY 10591 Westchester Office Suburban
4.5 Melville NY 11747 Suffolk Office Suburban
4.6 West Orange NJ 07052 Essex Office Suburban
4.7 Syosset NY 11791 Nassau Office Suburban
--------------------------------------------------------------------------------------------------------------------------
5 Various Various Various Various Hospitality Full Service
5.1 Sandusky OH 44870 Erie Hospitality Full Service
5.2 Lake Delton WI 53965 Sauk Hospitality Full Service
--------------------------------------------------------------------------------------------------------------------------
6 Placentia CA 92870 Orange Multifamily Conventional
7 Orlando FL 32801 Orange Office CBD
--------------------------------------------------------------------------------------------------------------------------
8 Pittsburgh PA 15212 Allegheny Hospitality Full Service
9 Pittsburgh PA 15203 Allegheny Hospitality Full Service
10 Bridgeville PA 15017 Allegheny Hospitality Limited Service
11 Washington PA 15301 Washington Hospitality Limited Service
--------------------------------------------------------------------------------------------------------------------------
12 Yukon OK 73099 Canadian Industrial Warehouse
13 Oklahoma City OK 73108 Oklahoma Industrial Warehouse
14 Oklahoma City OK 73135 Oklahoma Office Flex
15 Yukon OK 73099 Canadian Industrial Warehouse
16 Oklahoma City OK 73131 Oklahoma Industrial Warehouse
17 Broken Arrow OK 74012 Tulsa Industrial Flex
18 Oklahoma City OK 73105 Oklahoma Office Flex
19 Oklahoma City OK 73127 Oklahoma Industrial Warehouse
--------------------------------------------------------------------------------------------------------------------------
20 Del Mar CA 92014 San Diego Retail Unanchored
21 Columbia SC 29201 Richland Office CBD
22 Warminster PA 18974 Bucks Multifamily Conventional
23 DuBois PA 15801 Clearfield Retail Anchored
24 Knoxville TN 37902 Knox Office CBD
25 Auburn WA 98092 Pierce Retail Anchored
26 Green Cove Springs FL 32043 Clay Industrial Warehouse
27 Norcross GA 30092 Gwinnett Multifamily Conventional
28 Tampa FL 33626 Hillsborough Retail Anchored
29 Bossier City LA 71111 Bossier Retail Anchored
30 Loveland OH 45140 Warren Multifamily Conventional
31 Pittsburgh PA 15275 Allegheny Retail Anchored
32 Highland Park NJ 08904 Middlesex Multifamily Conventional
33 Marlborough MA 01752 Middlesex Office Suburban
34 Germantown MD 20876 Montgomery Retail Anchored
35 Billerica MA 01821 Middlesex Office Suburban
36 Gainesville VA 20155 Prince William Retail Anchored
37 Flint MI 48507 Genesee Industrial Warehouse
38 Seattle WA 98101 King Mixed Use Office(75%)/Retail(25%)
39 Raleigh NC 27606 Wake Multifamily Student Housing
40 Rockaway NJ 07866 Morris Office Suburban
41 Naples FL 34110 Collier Office Medical Office
42 North Hollywood CA 91602 Los Angeles Hospitality Full Service
43 Cape May Court House NJ 08210 Cape May Retail Anchored
44 Fullerton CA 92831 Orange Industrial Warehouse
45 Tucson AZ 85704 Pima Multifamily Conventional
46 Tukwila WA 98188 King Hospitality Full Service
47 Glen Allen VA 23060 Henrico Hospitality Full Service
48 Las Vegas NV 89121 Clark Office Suburban
49 Ann Arbor MI 48104 Washtenaw Multifamily Student Housing
50 Fremont CA 94538 Alameda Land Retail
51 Overland Park KS 66204 Johnson Multifamily Conventional
--------------------------------------------------------------------------------------------------------------------------
52 Spokane WA 99217 Spokane Multifamily Conventional
53 Spokane WA 99217 Spokane Multifamily Conventional
--------------------------------------------------------------------------------------------------------------------------
54 Santa Rosa CA 95403 Sonoma Retail Shadow Anchored
55 Andover MA 01810 Essex Office Suburban
56 Houston TX 77067 Harris Office Suburban
57 Philadelphia PA 19103 Philadelphia Retail Unanchored
58 Memphis TN 38016 Shelby Office Suburban
59 Nashville TN 37203 Davidson Mixed Use Retail(80%)/Office(20%)
--------------------------------------------------------------------------------------------------------------------------
60 Woodstock IL 60098 McHenry Multifamily Conventional
61 Woodstock IL 60098 McHenry Multifamily Conventional
--------------------------------------------------------------------------------------------------------------------------
62 Tucson AZ 85750 Pima Multifamily Conventional
63 Memphis TN 38016 Shelby Multifamily Conventional
64 Waukesha WI 53186 Waukesha Multifamily Conventional
--------------------------------------------------------------------------------------------------------------------------
65 Various GA Various Various Hospitality Limited Service
65.1 Kennesaw GA 30144 Cobb Hospitality Limited Service
65.2 Alpharetta GA 30004 Fulton Hospitality Limited Service
65.3 Macon GA 31210 Bibb Hospitality Limited Service
--------------------------------------------------------------------------------------------------------------------------
66 Anaheim CA 92807 Orange Office Suburban
67 Avondale AZ 85323 Maricopa Office Medical Office
68 West Hartford CT 06107 Hartford Retail Anchored, Single Tenant
69 Rockford IL 61108 Winnebago Retail Shadow Anchored
--------------------------------------------------------------------------------------------------------------------------
70 Starkville MS 39759 Oktibbeha Multifamily Student Housing
70.1 Starkville MS 39759 Oktibbeha Multifamily Student Housing
70.2 Starkville MS 39759 Oktibbeha Multifamily Student Housing
--------------------------------------------------------------------------------------------------------------------------
71 Newton MA 02465 Middlesex Office Suburban
72 Los Angeles CA 90069 Los Angeles Retail Unanchored
73 Louisville KY 40299 Jefferson Office Suburban
--------------------------------------------------------------------------------------------------------------------------
74 Various GA Various Fulton Hospitality Limited Service
74.1 Atlanta GA 30305 Fulton Hospitality Limited Service
74.2 Alpharetta GA 30004 Fulton Hospitality Limited Service
--------------------------------------------------------------------------------------------------------------------------
75 Various GA Various Fulton Hospitality Limited Service
75.1 Atlanta GA 30328 Fulton Hospitality Limited Service
75.2 Alpharetta GA 30004 Fulton Hospitality Limited Service
--------------------------------------------------------------------------------------------------------------------------
76 Rye NY 10580 Westchester Office Medical Office
77 Gaithersburg MD 20878 Montgomery Retail Shadow Anchored
78 Dahlonega GA 30533 Lumpkin Retail Anchored, Single Tenant
79 Virginia Beach VA 23451 Virginia Beach City Retail Anchored
80 East Hartford CT 06108 Hartford Industrial Flex
81 Metairie LA 70001 Jefferson Retail Anchored, Single Tenant
82 Natchez MS 39120 Adams Retail Regional Mall
83 Huntersville NC 28078 Mecklenburg Hospitality Limited Service
84 Blauvelt NY 10913 Rockland Industrial Warehouse
85 Spokane Valley WA 99216 Spokane Office Suburban
86 Richmond VA 23231 Henrico Industrial Warehouse
87 Miami Lakes FL 33014 Miami-Dade Office Suburban
88 Dover DE 19977 Kent Retail Anchored
89 Plano TX 75093 Collin Office Suburban
90 Newport News VA 23601 Newport News City Multifamily Section 8
91 Somerville NJ 08876 Somerset Office Suburban
92 Houston TX 77060 Harris Retail Unanchored
93 Woodinville WA 98072 King Industrial Warehouse
94 Southfield MI 48034 Oakland Office Suburban
95 Hartland WI 53029 Waukesha Office Medical Office
96 Canton MA 02021 Norfolk Mixed Use Warehouse(64%)/Office(36%)
97 Henderson NV 89015 Clark Retail Anchored, Single Tenant
98 Tulsa OK 74145 Tulsa Multifamily Conventional
99 Turlock CA 95380 Stanislaus Hospitality Limited Service
100 Atlanta GA 30319 Dekalb Retail Anchored
101 Glendale AZ 85302 Maricopa Multifamily Conventional
102 Orange CA 92865 Orange Mixed Use Retail(73%)/Office(28%)
103 Orange Park FL 32003 Clay Retail Unanchored
104 Lockport NY 14094 Niagara Office Suburban
105 Annapolis MD 21401 Anne Arundel Office Suburban
106 Greer SC 29651 Greenville Multifamily Conventional
107 Greenfield WI 53220 Milwaukee Office Medical Office
108 Norcross GA 30092 Gwinnett Office Suburban
109 Bethlehem PA 18018 Northhampton Hospitality Full Service
110 Charlotte NC 28210 Mecklenburg Office Suburban
111 Allen TX 75002 Colin Multifamily Conventional
112 Orlando FL 32810 Orange Hospitality Full Service
113 Westminster CA 92683 Orange Retail Anchored
114 Norman OK 73072 Cleveland Multifamily Conventional
115 Portsmouth NH 03801 Rockingham Multifamily Conventional
116 Parker CO 80134 Douglas Retail Shadow Anchored
117 Grand Haven MI 49417 Ottawa Manufactured Housing Manufactured Housing
118 Winter Park FL 32789 Orange Retail Unanchored
119 Lumberton NC 28358 Robeson Hospitality Full Service
120 Plymouth Township MI 48170 Wayne Office Suburban
121 Milwaukie OR 97222 Clackamas Multifamily Conventional
122 Elm Grove WI 53122 Waukesha Office Medical Office
123 Greenacres FL 33463 Palm Beach Retail Anchored
--------------------------------------------------------------------------------------------------------------------------
124 Lubbock TX 79423 Lubbock Retail Anchored, Single Tenant
125 Cleveland OH 44105 Cuyahoga Retail Unanchored, Single Tenant
126 Denton Township MI 48651 Roscommon Retail Unanchored, Single Tenant
--------------------------------------------------------------------------------------------------------------------------
127 Lee's Summit MO 64086 Jackson Retail Unanchored
128 Highland IN 46322 Lake Retail Anchored
129 Salinas CA 93906 Monterey Multifamily Conventional
130 Reno NV 89502 Washoe Retail Unanchored
131 Las Vegas NV 89117 Clark Mixed Use Retail(63%)/Office(37%)
132 Winter Haven FL 33884 Polk Retail Anchored
133 Mooresville NC 28117 Iredell Hospitality Limited Service
134 Wausau WI 54401 Marathon Multifamily Conventional
135 Milwaukee WI 53207 Milwaukee Office Medical Office
136 St. Louis MO 63113 Saint Louis City Retail Anchored
137 Myrtle Beach SC 29577 Horry Hospitality Limited Service
138 Waukesha WI 53186 Waukesha Multifamily Conventional
139 Rochester Hills MI 48307 Oakland Retail Unanchored
140 East Hartford CT 06108 Hartford Industrial Flex
141 Redding CA 96003 Shasta Retail Anchored, Single Tenant
142 Plainview TX 79072 Hale Retail Anchored, Single Tenant
143 Richmond VA 23220 Richmond City Multifamily Student Housing
144 Myrtle Beach SC 29577 Horry Hospitality Limited Service
145 College Park GA 30349 Fulton Hospitality Limited Service
146 North Las Vegas NV 89032 Clark Retail Anchored
147 Orange CT 06477 New Haven Retail Anchored, Single Tenant
148 Poughkeepsie NY 12601 Dutchess Retail Unanchored
149 Mission Viejo CA 92691 Orange Office Suburban
150 Newport News VA 23602 Newport News Retail Shadow Anchored, Single Tenant
151 Portage MI 49002 Kalamazoo Retail Anchored, Single Tenant
152 Golden Valley MN 55422 Hennepin Office Medical Office
153 Pasco WA 99301 Franklin Retail Anchored, Single Tenant
154 Aspen CO 81611 Pitkin Office Suburban
155 Port Richey FL 34668 Pasco Retail Anchored, Single Tenant
156 Cranberry Township PA 16066 Butler Retail Unanchored
157 San Rafael CA 94903 Marin Office Suburban
158 Scottsdale AZ 85260 Maricopa Office Suburban
159 Columbus OH 43213 Franklin Multifamily Conventional
160 East Hartford CT 06108 East Hartford Office Suburban
161 Fond du Lac WI 54935 Fond du Lac Retail Anchored, Single Tenant
162 Houston TX 77099 Harris Multifamily Conventional
163 Louisville KY 40214 Jefferson Retail Anchored, Single Tenant
164 Manchester PA 17345 York Retail Anchored, Single Tenant
165 Lancaster PA 17603 Lancaster Retail Anchored, Single Tenant
166 Columbus OH 43213 Franklin Multifamily Conventional
% OF AGGREGATE CUT-OFF DATE
INITIAL % OF INITIAL % OF INITIAL PRINCIPAL
LOAN CUT-OFF DATE MORTGAGE POOL LOAN GROUP 1 LOAN GROUP 2 BALANCE PER LOAN BALANCE AT
NUMBER PRINCIPAL BALANCE BALANCE BALANCE BALANCE SF/UNIT/ROOM/PAD MATURITY / ARD
----------------------------------------------------------------------------------------------------------------
1 200,000,000.00 (Note 11) 8.8% 10.6% $49.72 (Note 5) 172,516,167.42
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
----------------------------------------------------------------------------------------------------------------
2 133,000,000.00 5.9% 7.1% 208.82 116,507,430.99
3 93,000,000.00 4.1% 5.0% 191.33 93,000,000.00
----------------------------------------------------------------------------------------------------------------
4 72,000,000.00 3.2% 3.8% 78.64 72,000,000.00
4.1
4.2
4.3
4.4
4.5
4.6
4.7
----------------------------------------------------------------------------------------------------------------
5 63,000,000.00 2.8% 3.4% 108,620.69 59,902,702.15
5.1
5.2
----------------------------------------------------------------------------------------------------------------
6 55,000,000.00 2.4% 14.3% 130,331.75 48,884,559.54
7 42,695,000.00 1.9% 2.3% 158.07 38,819,666.89
----------------------------------------------------------------------------------------------------------------
8 19,762,500.00 0.9% 1.1% 99,810.61 15,244,278.83
9 9,487,500.00 0.4% 0.5% 75,900.00 7,318,410.90
10 4,670,000.00 0.2% 0.2% 66,714.29 3,602,316.62
11 4,350,000.00 0.2% 0.2% 62,142.86 3,355,476.93
----------------------------------------------------------------------------------------------------------------
12 9,615,000.00 0.4% 0.5% 31.02 8,924,607.67
13 7,623,000.00 0.3% 0.4% 52.57 7,075,640.59
14 6,763,000.00 0.3% 0.4% 73.80 6,277,391.75
15 6,340,000.00 0.3% 0.3% 52.07 5,884,764.70
16 4,131,000.00 0.2% 0.2% 29.85 3,834,379.02
17 1,510,000.00 0.1% 0.1% 46.46 1,401,576.45
18 1,297,000.00 0.1% 0.1% 92.64 1,203,870.63
19 721,000.00 0.0% 0.0% 96.26 669,229.55
----------------------------------------------------------------------------------------------------------------
20 36,500,000.00 1.6% 1.9% 346.06 32,869,294.21
21 34,800,000.00 1.5% 1.9% 114.91 31,400,282.58
22 33,000,000.00 1.5% 8.6% 84,615.38 30,851,576.75
23 32,812,500.00 1.4% 1.7% 74.67 30,392,588.29
24 30,250,000.00 1.3% 1.6% 90.52 28,094,941.16
25 26,700,000.00 1.2% 1.4% 220.12 24,792,557.92
26 26,500,000.00 1.2% 1.4% 33.39 23,760,324.66
27 25,600,000.00 1.1% 6.6% 50,393.70 22,900,357.29
28 22,955,854.73 1.0% 1.2% 198.98 19,383,730.66
29 22,500,000.00 1.0% 1.2% 152.14 20,887,403.02
30 22,167,000.00 1.0% 5.8% 63,334.29 21,305,578.27
31 21,900,000.00 1.0% 1.2% 146.64 19,707,077.80
32 20,000,000.00 0.9% 5.2% 92,592.59 17,530,641.10
33 19,900,000.00 0.9% 1.1% 67.30 18,528,586.25
34 19,900,000.00 0.9% 1.1% 213.19 18,933,413.92
35 19,895,714.89 0.9% 1.1% 138.99 16,780,694.50
36 19,815,000.00 0.9% 1.1% 190.39 18,852,542.55
37 19,500,000.00 0.9% 1.0% 48.75 15,103,165.95
38 18,800,000.00 0.8% 1.0% 151.45 16,679,574.86
39 17,500,000.00 0.8% 4.5% 81,018.52 15,674,746.81
40 17,480,000.00 0.8% 0.9% 144.42 15,377,904.25
41 17,120,000.00 0.8% 0.9% 224.56 15,367,896.65
42 16,659,061.47 0.7% 0.9% 65,329.65 13,021,073.05
43 16,250,000.00 0.7% 0.9% 107.85 15,155,867.58
44 16,200,000.00 0.7% 0.9% 77.42 13,977,140.20
45 16,000,000.00 0.7% 4.2% 34,482.76 16,000,000.00
46 15,881,825.18 0.7% 0.8% 72,519.75 12,290,902.67
47 15,558,229.72 0.7% 0.8% 100,375.68 14,127,974.99
48 15,540,000.00 0.7% 0.8% 133.91 13,922,028.24
49 15,190,000.00 0.7% 3.9% 46,882.72 14,166,262.08
50 14,904,880.26 0.7% 0.8% 117.04 12,526,878.54
51 14,800,000.00 0.7% 3.8% 42,285.71 14,217,690.20
----------------------------------------------------------------------------------------------------------------
52 8,879,000.00 0.4% 2.3% 46,244.79 7,809,033.83
53 5,846,000.00 0.3% 1.5% 44,287.88 5,141,526.27
----------------------------------------------------------------------------------------------------------------
54 14,600,000.00 0.6% 0.8% 452.88 13,510,025.30
55 14,500,000.00 0.6% 0.8% 110.94 12,991,163.15
56 14,500,000.00 0.6% 0.8% 116.94 13,519,541.90
57 14,487,323.99 0.6% 0.8% 623.97 12,225,365.32
58 14,475,000.00 0.6% 0.8% 114.80 12,263,337.67
59 14,360,000.00 0.6% 0.8% 165.30 14,360,000.00
----------------------------------------------------------------------------------------------------------------
60 7,063,125.43 0.3% 1.8% 69,246.33 6,611,505.05
61 7,063,125.43 0.3% 1.8% 70,631.25 6,611,505.05
----------------------------------------------------------------------------------------------------------------
62 14,000,000.00 0.6% 3.6% 35,000.00 14,000,000.00
63 13,500,000.00 0.6% 3.5% 46,712.80 12,381,783.27
64 13,472,999.49 0.6% 3.5% 28,364.21 11,312,223.99
----------------------------------------------------------------------------------------------------------------
65 13,257,088.85 0.6% 0.7% 53,456.00 11,350,011.53
65.1
65.2
65.3
----------------------------------------------------------------------------------------------------------------
66 13,200,000.00 0.6% 0.7% 162.97 11,915,871.90
67 13,000,000.00 0.6% 0.7% 174.38 11,726,117.28
68 13,000,000.00 0.6% 0.7% 275.58 12,180,049.76
69 12,850,000.00 0.6% 0.7% 116.05 12,048,077.42
----------------------------------------------------------------------------------------------------------------
70 12,305,040.06 0.5% 3.2% 58,875.79 10,387,124.80
70.1
70.2
----------------------------------------------------------------------------------------------------------------
71 12,300,000.00 0.5% 0.7% 136.77 11,433,054.90
72 12,000,000.00 0.5% 0.6% 800.00 11,232,678.56
73 11,717,659.97 0.5% 0.6% 108.90 9,927,826.41
----------------------------------------------------------------------------------------------------------------
74 11,679,814.72 0.5% 0.6% 59,288.40 9,999,633.66
74.1
74.2
----------------------------------------------------------------------------------------------------------------
75 11,589,970.00 0.5% 0.6% 57,376.09 9,922,713.40
75.1
75.2
----------------------------------------------------------------------------------------------------------------
76 11,400,000.00 0.5% 0.6% 175.38 10,157,596.08
77 11,150,000.00 0.5% 0.6% 376.43 10,616,964.61
78 11,004,000.00 0.5% 0.6% 76.26 9,842,273.06
79 10,953,250.82 0.5% 0.6% 45.85 9,242,493.45
80 10,405,000.00 0.5% 0.6% 33.93 9,315,984.41
81 10,069,086.88 0.4% 0.5% 167.66 8,529,054.20
82 9,528,182.19 0.4% 0.5% 44.20 7,354,027.37
83 9,429,933.55 0.4% 0.5% 104,777.04 7,299,974.59
84 9,300,000.00 0.4% 0.5% 42.41 7,992,437.40
85 9,200,000.00 0.4% 0.5% 76.03 8,595,173.15
86 9,100,000.00 0.4% 0.5% 50.48 8,142,255.91
87 8,993,688.75 0.4% 0.5% 179.19 7,769,063.79
88 8,800,000.00 0.4% 0.5% 90.66 7,832,157.59
89 8,800,000.00 0.4% 0.5% 172.70 8,180,901.36
90 8,659,854.23 0.4% 2.2% 43,736.64 7,356,565.00
91 8,579,099.25 0.4% 0.5% 118.80 7,279,753.16
92 8,550,000.00 0.4% 0.5% 121.19 7,650,925.76
93 8,400,000.00 0.4% 0.4% 67.36 7,516,266.75
94 8,250,000.00 0.4% 0.4% 83.36 7,390,621.85
95 8,200,000.00 0.4% 0.4% 205.00 7,336,406.28
96 8,014,417.28 0.4% 0.4% 74.10 6,720,448.07
97 7,900,000.00 0.3% 0.4% 545.20 6,308,208.56
98 7,750,000.00 0.3% 2.0% 26,541.10(Note 6) 6,627,331.73
99 7,600,000.00 0.3% 0.4% 97,435.90 6,566,945.65
100 7,500,000.00 0.3% 0.4% 128.40 7,500,000.00
101 7,500,000.00 0.3% 1.9% 27,675.28 6,724,620.19
102 7,500,000.00 0.3% 0.4% 128.50 7,500,000.00
103 7,455,000.00 0.3% 0.4% 125.70 6,552,771.41
104 7,430,000.00 0.3% 0.4% 85.96 6,667,646.36
105 7,300,000.00 0.3% 0.4% 119.07 6,567,714.21
106 7,275,000.00 0.3% 1.9% 52,717.39 6,366,518.83
107 7,240,000.00 0.3% 0.4% 193.07 6,477,509.94
108 7,000,000.00 0.3% 0.4% 84.52 6,401,778.90
109 6,991,360.08 0.3% 0.4% 54,620.00 5,453,383.76
110 6,940,000.00 0.3% 0.4% 120.87 6,940,000.00
111 6,896,389.40 0.3% 1.8% 54,733.25 5,415,871.00
112 6,892,201.69 0.3% 0.4% 34,461.01 5,452,728.39
113 6,863,000.00 0.3% 0.4% 195.25 5,989,554.82
114 6,600,000.00 0.3% 1.7% 26,612.90 5,775,842.80
115 6,132,921.72 0.3% 1.6% 91,536.15 5,161,792.57
116 6,059,995.36 0.3% 0.3% 204.37 4,392,992.97
117 6,000,000.00 0.3% 0.3% 15,625.00 5,067,316.31
118 6,000,000.00 0.3% 0.3% 272.29 5,378,067.80
119 5,964,649.56 0.3% 0.3% 55,744.39 4,574,459.06
120 5,868,991.07 0.3% 0.3% 96.95 4,944,258.37
121 5,865,000.00 0.3% 1.5% 39,100.00 5,219,116.76
122 5,840,000.00 0.3% 0.3% 146.84 5,225,380.95
123 5,720,136.79 0.3% 0.3% 104.93 4,827,389.51
----------------------------------------------------------------------------------------------------------------
124 3,583,130.00 0.2% 0.2% 67.73 2,850,005.78
125 1,120,980.00 0.0% 0.1% 165.26 891,622.54
126 1,015,890.00 0.0% 0.1% 150.06 808,034.42
----------------------------------------------------------------------------------------------------------------
127 5,648,000.00 0.2% 0.3% 136.57 4,832,592.66
128 5,500,000.00 0.2% 0.3% 51.39 4,924,832.51
129 5,500,000.00 0.2% 1.4% 59,782.61 4,930,885.32
130 5,500,000.00 0.2% 0.3% 131.06 5,132,817.45
131 5,350,000.00 0.2% 0.3% 104.80 5,350,000.00
132 5,318,235.01 0.2% 0.3% 63.20 4,488,212.92
133 5,267,694.39 0.2% 0.3% 71,185.06 4,060,252.12
134 5,155,000.00 0.2% 1.3% 37,904.41 4,652,597.35
135 5,120,000.00 0.2% 0.3% 149.43 4,581,062.07
136 5,080,000.00 0.2% 0.3% 108.90 4,716,506.09
137 5,036,062.11 0.2% 0.3% 45,369.93 3,902,169.59
138 4,984,768.43 0.2% 1.3% 29,671.24 4,167,386.90
139 4,989,402.83 0.2% 0.3% 271.19 4,154,568.09
140 4,805,000.00 0.2% 0.3% 38.75 4,302,095.64
141 4,767,517.24 0.2% 0.3% 167.13 4,005,113.10
142 4,753,131.80 0.2% 0.3% 110.28 3,996,556.86
143 4,750,000.00 0.2% 1.2% 83,333.33 4,242,200.25
144 4,686,916.00 0.2% 0.2% 41,113.30 3,625,547.72
145 4,500,000.00 0.2% 0.2% 60,000.00 3,558,456.65
146 4,500,000.00 0.2% 0.2% 278.91 4,223,361.90
147 4,500,000.00 0.2% 0.2% 303.64 3,593,283.36
148 4,100,000.00 0.2% 0.2% 147.35 3,540,894.39
149 4,045,121.50 0.2% 0.2% 349.02 3,167,979.28
150 3,996,501.37 0.2% 0.2% 159.55 3,372,311.16
151 3,996,410.95 0.2% 0.2% 88.70 3,362,102.08
152 3,890,000.00 0.2% 0.2% 107.95 3,488,753.09
153 3,838,865.54 0.2% 0.2% 222.26 3,231,838.85
154 3,689,078.23 0.2% 0.2% 418.50 3,097,335.90
155 3,541,365.12 0.2% 0.2% 316.19 3,195,760.06
156 3,520,000.00 0.2% 0.2% 234.20 3,084,128.80
157 3,435,032.39 0.2% 0.2% 111.44 2,889,080.58
158 3,397,357.05 0.2% 0.2% 161.44 2,904,474.97
159 3,397,342.69 0.2% 0.9% 27,397.92 2,902,801.40
160 2,892,000.00 0.1% 0.2% 53.49 2,533,986.23
161 2,845,738.79 0.1% 0.2% 142.29 2,392,025.29
162 2,600,000.00 0.1% 0.7% 20,634.92 2,213,114.46
163 2,357,246.41 0.1% 0.1% 210.84 1,982,973.02
164 1,892,135.07 0.1% 0.1% 169.24 1,603,167.29
165 1,742,742.31 0.1% 0.1% 155.88 1,476,160.42
166 865,000.00 0.0% 0.2% 27,031.25 743,273.01
CROSS COLLATER- RELATED MORTGAGE
ALIZED MORTGAGE LOAN GROUP
LOAN GROUP AGGREGATE
CROSS COLLATER- AGGREGATE CUT-OFF RELATED CUT-OFF DATE
LOAN ALIZED (MORTGAGE DATE PRINCIPAL (MORTGAGE PRINCIPAL BALANCE APPRAISED APPRAISAL
NUMBER LOAN GROUP) BALANCE (NOTE 4) LOAN GROUP) (NOTE 4) BORROWER'S INTEREST VALUE DATE
----------------------------------------------------------------------------------------------------------------------------------
1 No 200,000,000.00 Yes (R1) 204,753,131.80 Fee Simple and Leasehold 714,325,000 Various
1.1 Fee Simple 18,700,000 05/13/05
1.2 Fee Simple 18,500,000 05/13/05
1.3 Fee Simple 13,800,000 05/13/05
1.4 Fee Simple 11,540,000 05/13/05
1.5 Fee Simple 10,650,000 05/24/05
1.6 Fee Simple 10,500,000 04/29/05
1.7 Fee Simple 10,450,000 04/26/05
1.8 Fee Simple 10,000,000 05/06/05
1.9 Fee Simple 9,600,000 05/05/05
1.10 Fee Simple 9,030,000 05/09/05
1.11 Fee Simple 8,940,000 05/13/05
1.12 Fee Simple 8,600,000 05/09/05
1.13 Fee Simple 8,450,000 05/05/05
1.14 Fee Simple 8,450,000 05/02/05
1.15 Fee Simple 8,450,000 05/02/05
1.16 Fee Simple 8,420,000 05/09/05
1.17 Fee Simple 8,400,000 05/13/05
1.18 Fee Simple 8,300,000 05/09/05
1.19 Fee Simple 8,100,000 05/12/05
1.20 Fee Simple 8,100,000 05/12/05
1.21 Fee Simple 8,100,000 05/09/05
1.22 Fee Simple 8,090,000 05/14/05
1.23 Fee Simple 8,000,000 05/03/05
1.24 Fee Simple 7,650,000 04/27/05
1.25 Fee Simple 7,500,000 05/09/05
1.26 Fee Simple 7,500,000 05/14/05
1.27 Fee Simple 7,400,000 05/13/05
1.28 Fee Simple 7,250,000 05/16/05
1.29 Fee Simple 7,170,000 05/09/05
1.30 Fee Simple 7,140,000 05/13/05
1.31 Fee Simple 7,000,000 04/30/05
1.32 Fee Simple 6,940,000 05/09/05
1.33 Fee Simple 6,920,000 04/30/05
1.34 Fee Simple 6,800,000 05/14/05
1.35 Fee Simple 6,800,000 05/09/05
1.36 Fee Simple 6,750,000 05/03/05
1.37 Fee Simple 6,725,000 05/05/05
1.38 Fee Simple 6,700,000 05/08/05
1.39 Fee Simple 6,700,000 05/09/05
1.40 Fee Simple 6,700,000 05/12/05
1.41 Fee Simple 6,700,000 05/09/05
1.42 Fee Simple 6,700,000 05/09/05
1.43 Fee Simple 6,680,000 05/09/05
1.44 Fee Simple 6,630,000 05/09/05
1.45 Fee Simple 6,580,000 05/12/05
1.46 Fee Simple 6,530,000 05/09/06
1.47 Fee Simple 6,500,000 05/09/05
1.48 Fee Simple 6,500,000 05/09/05
1.49 Fee Simple 6,450,000 05/10/05
1.50 Fee Simple 6,350,000 05/09/05
1.51 Fee Simple 6,350,000 05/12/05
1.52 Fee Simple 6,300,000 04/25/05
1.53 Fee Simple 6,300,000 04/25/05
1.54 Fee Simple 6,300,000 05/03/05
1.55 Fee Simple 6,250,000 05/09/05
1.56 Fee Simple 6,200,000 05/03/05
1.57 Fee Simple 6,150,000 05/12/05
1.58 Fee Simple 6,100,000 05/10/05
1.59 Fee Simple 6,000,000 05/02/05
1.60 Fee Simple 6,000,000 05/14/05
1.61 Fee Simple 5,960,000 05/13/05
1.62 Fee Simple 5,920,000 05/12/05
1.63 Fee Simple 5,900,000 05/04/05
1.64 Fee Simple 5,850,000 05/13/05
1.65 Fee Simple 5,850,000 05/13/05
1.66 Fee Simple 5,850,000 05/05/05
1.67 Fee Simple 5,850,000 04/25/05
1.68 Fee Simple 5,700,000 05/04/05
1.69 Fee Simple 5,650,000 05/16/05
1.70 Fee Simple 5,650,000 05/16/05
1.71 Fee Simple 5,650,000 07/06/05
1.72 Fee Simple 5,620,000 05/14/05
1.73 Fee Simple 5,520,000 04/26/05
1.74 Fee Simple 5,500,000 05/06/05
1.75 Fee Simple 5,460,000 04/26/05
1.76 Fee Simple 5,300,000 04/25/05
1.77 Fee Simple 5,280,000 04/25/05
1.78 Fee Simple 5,200,000 05/04/05
1.79 Fee Simple 5,200,000 05/10/05
1.80 Fee Simple 5,200,000 05/12/05
1.81 Fee Simple 5,120,000 04/26/05
1.82 Fee Simple 5,100,000 05/14/05
1.83 Fee Simple 5,050,000 05/10/05
1.84 Fee Simple 5,000,000 05/03/05
1.85 Fee Simple 4,950,000 05/12/05
1.86 Fee Simple 4,920,000 05/12/05
1.87 Fee Simple 4,880,000 05/14/05
1.88 Fee Simple 4,850,000 05/04/05
1.89 Fee Simple 4,840,000 04/25/05
1.90 Fee Simple 4,650,000 05/14/05
1.91 Fee Simple 4,520,000 05/12/05
1.92 Fee Simple 4,510,000 04/23/05
1.93 Fee Simple 4,500,000 04/26/05
1.94 Fee Simple 4,180,000 05/14/05
1.95 Fee Simple 4,090,000 04/26/05
1.96 Fee Simple 4,070,000 04/26/05
1.97 Fee Simple 3,900,000 05/08/05
1.98 Fee Simple 3,800,000 05/09/05
1.99 Leasehold 3,650,000 05/09/05
1.100 Fee Simple 3,650,000 05/08/05
1.101 Fee Simple 3,610,000 04/23/05
1.102 Leasehold 3,500,000 04/26/05
1.103 Fee Simple 3,500,000 04/26/05
1.104 Fee Simple 3,390,000 05/09/05
1.105 Leasehold 3,100,000 05/09/05
1.106 Fee Simple 3,000,000 11/30/05
1.107 Fee Simple 2,900,000 11/30/05
1.108 Fee Simple 2,690,000 05/10/05
1.109 Fee Simple 2,320,000 05/13/05
1.110 Leasehold 2,200,000 05/01/05
1.111 Leasehold 1,790,000 05/07/05
1.112 Fee Simple 1,600,000 11/30/05
----------------------------------------------------------------------------------------------------------------------------------
2 No 133,000,000.00 No 133,000,000.00 Fee Simple 188,000,000 01/25/06
3 No 93,000,000.00 No 93,000,000.00 Fee Simple 128,000,000 11/21/05
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4 No 72,000,000.00 No 72,000,000.00 Fee Simple and Leasehold 145,400,000 07/01/05
4.1 Fee Simple 34,300,000 07/01/05
4.2 Leasehold 31,800,000 07/01/05
4.3 Fee Simple 18,900,000 07/01/05
4.4 Fee Simple 20,200,000 07/01/05
4.5 Fee Simple 12,500,000 07/01/05
4.6 Fee Simple 12,000,000 07/01/05
4.7 Fee Simple 15,700,000 07/01/05
----------------------------------------------------------------------------------------------------------------------------------
5 No 63,000,000.00 No 63,000,000.00 Fee Simple 120,500,000 Various
5.1 Fee Simple 56,200,000 09/01/05
5.2 Fee Simple 64,300,000 08/29/05
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6 No 55,000,000.00 No 55,000,000.00 Fee Simple 79,500,000 05/05/05
7 No 42,695,000.00 No 42,695,000.00 Fee Simple 57,200,000 01/01/06
----------------------------------------------------------------------------------------------------------------------------------
8 Yes (C1) 38,270,000.00 Yes (R6) 38,270,000.00 Fee Simple 26,350,000 04/05/06
9 Yes (C1) 38,270,000.00 Yes (R6) 38,270,000.00 Fee Simple 12,650,000 04/05/06
10 Yes (C1) 38,270,000.00 Yes (R6) 38,270,000.00 Leasehold 6,550,000 04/05/06
11 Yes (C1) 38,270,000.00 Yes (R6) 38,270,000.00 Fee Simple 5,800,000 04/05/06
----------------------------------------------------------------------------------------------------------------------------------
12 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 10,900,000 10/28/05
13 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 9,550,000 11/11/05
14 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 10,400,000 11/01/05
15 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 6,500,000 10/28/05
16 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 6,250,000 10/28/05
17 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 1,950,000 10/26/05
18 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 1,350,000 11/01/05
19 Yes (C2) 38,000,000.00 Yes (R7) 38,000,000.00 Fee Simple 660,000 11/11/05
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20 No 36,500,000.00 No 36,500,000.00 Fee Simple 48,610,000 03/20/06
21 No 34,800,000.00 No 34,800,000.00 Fee Simple 43,500,000 02/28/06
22 No 33,000,000.00 No 33,000,000.00 Fee Simple 46,700,000 12/01/05
23 No 32,812,500.00 Yes (R5) 39,704,701.69 Fee Simple 44,100,000 01/12/06
24 No 30,250,000.00 No 30,250,000.00 Fee Simple 41,600,000 01/11/06
25 No 26,700,000.00 No 26,700,000.00 Fee Simple 33,750,000 11/23/05
26 No 26,500,000.00 No 26,500,000.00 Fee Simple 30,600,000 11/18/05
27 No 25,600,000.00 No 25,600,000.00 Fee Simple 32,400,000 01/20/06
28 No 22,955,854.73 No 22,955,854.73 Fee Simple 33,160,000 03/01/06
29 No 22,500,000.00 Yes (R9) 35,350,000.00 Fee Simple 29,300,000 11/27/05
30 No 22,167,000.00 Yes (R8) 36,967,000.00 Fee Simple 32,500,000 06/24/05
31 No 21,900,000.00 No 21,900,000.00 Fee Simple 28,200,000 03/21/06
32 No 20,000,000.00 No 20,000,000.00 Leasehold 26,000,000 12/27/05
33 No 19,900,000.00 Yes (R4) 49,320,000.00 Fee Simple 27,350,000 01/27/06
34 No 19,900,000.00 Yes (R3) 50,865,000.00 Fee Simple 27,250,000 01/11/06
35 No 19,895,714.89 No 19,895,714.89 Fee Simple 26,300,000 12/06/05
36 No 19,815,000.00 Yes (R3) 50,865,000.00 Fee Simple 25,600,000 01/15/06
37 No 19,500,000.00 No 19,500,000.00 Fee Simple 26,000,000 07/01/06
38 No 18,800,000.00 No 18,800,000.00 Fee Simple 23,500,000 11/01/05
39 No 17,500,000.00 No 17,500,000.00 Fee Simple 25,500,000 10/28/05
40 No 17,480,000.00 No 17,480,000.00 Fee Simple 22,000,000 02/22/06
41 No 17,120,000.00 Yes (R4) 49,320,000.00 Fee Simple 23,500,000 02/23/06
42 No 16,659,061.47 No 16,659,061.47 Fee in Part, Leasehold in Part 34,200,000 09/01/05
43 No 16,250,000.00 No 16,250,000.00 Fee Simple 21,350,000 01/18/06
44 No 16,200,000.00 No 16,200,000.00 Fee Simple 22,150,000 12/08/05
45 No 16,000,000.00 No 16,000,000.00 Fee Simple 24,900,000 01/04/06
46 No 15,881,825.18 No 15,881,825.18 Fee Simple 24,900,000 11/28/05
47 No 15,558,229.72 Yes (R11) 30,952,812.83 Fee Simple 21,700,000 01/26/06
48 No 15,540,000.00 Yes (R13) 23,940,000.00 Fee Simple 22,500,000 11/29/05
49 No 15,190,000.00 No 15,190,000.00 Fee Simple 19,600,000 01/11/06
50 No 14,904,880.26 No 14,904,880.26 Fee Simple 19,390,000 04/06/05
51 No 14,800,000.00 Yes (R8) 36,967,000.00 Fee Simple 21,450,000 08/29/05
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52 Yes (C3) 14,725,000.00 Yes (R17) 14,725,000.00 Fee Simple 11,200,000 12/21/05
53 Yes (C3) 14,725,000.00 Yes (R17) 14,725,000.00 Fee Simple 7,400,000 12/21/05
----------------------------------------------------------------------------------------------------------------------------------
54 No 14,600,000.00 No 14,600,000.00 Fee Simple 18,500,000 01/13/06
55 No 14,500,000.00 Yes (R10) 32,900,000.00 Fee Simple 20,400,000 12/22/05
56 No 14,500,000.00 Yes (R2) 51,026,873.57 Fee Simple 21,000,000 01/01/06
57 No 14,487,323.99 No 14,487,323.99 Fee Simple 18,750,000 02/15/06
58 No 14,475,000.00 No 14,475,000.00 Fee Simple 19,900,000 03/27/06
59 No 14,360,000.00 No 14,360,000.00 Fee Simple 19,450,000 10/14/05
----------------------------------------------------------------------------------------------------------------------------------
60 Yes (C4) 14,126,250.86 Yes (R18) 14,126,250.86 Fee Simple 9,500,000 11/16/05
61 Yes (C4) 14,126,250.86 Yes (R18) 14,126,250.86 Fee Simple 9,800,000 11/16/05
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62 No 14,000,000.00 No 14,000,000.00 Fee Simple 22,200,000 01/04/06
63 No 13,500,000.00 No 13,500,000.00 Fee Simple 18,400,000 03/24/06
64 No 13,472,999.49 Yes (R14) 18,457,767.92 Fee Simple 19,850,000 12/30/05
----------------------------------------------------------------------------------------------------------------------------------
65 No 13,257,088.85 Yes (R2) 51,026,873.57 Fee Simple 18,600,000 02/01/06
65.1 Fee Simple 7,300,000 02/01/06
65.2 Fee Simple 6,000,000 02/01/06
65.3 Fee Simple 5,300,000 02/01/06
----------------------------------------------------------------------------------------------------------------------------------
66 No 13,200,000.00 No 13,200,000.00 Fee Simple 17,700,000 03/15/06
67 No 13,000,000.00 No 13,000,000.00 Fee Simple 16,300,000 04/03/06
68 No 13,000,000.00 No 13,000,000.00 Fee Simple 17,500,000 12/07/05
69 No 12,850,000.00 Yes (R9) 35,350,000.00 Fee Simple 16,600,000 02/24/06
----------------------------------------------------------------------------------------------------------------------------------
70 No 12,305,040.06 No 12,305,040.06 Fee Simple 16,000,000 12/15/05
70.1 Fee Simple 10,100,000 12/15/05
70.2 Fee Simple 5,900,000 12/15/05
----------------------------------------------------------------------------------------------------------------------------------
71 No 12,300,000.00 Yes (R4) 49,320,000.00 Fee Simple 16,700,000 11/10/05
72 No 12,000,000.00 No 12,000,000.00 Fee Simple 18,750,000 02/23/06
73 No 11,717,659.97 No 11,717,659.97 Fee Simple 15,700,000 10/07/05
----------------------------------------------------------------------------------------------------------------------------------
74 No 11,679,814.72 Yes (R2) 51,026,873.57 Fee Simple 18,500,000 02/01/06
74.1 Fee Simple 13,100,000 02/01/06
74.2 Fee Simple 5,400,000 02/01/06
----------------------------------------------------------------------------------------------------------------------------------
75 No 11,589,970.00 Yes (R2) 51,026,873.57 Fee Simple 16,700,000 02/01/06
75.1 Fee Simple 9,800,000 02/01/06
75.2 Fee Simple 6,900,000 02/01/06
----------------------------------------------------------------------------------------------------------------------------------
76 No 11,400,000.00 No 11,400,000.00 Fee Simple 14,800,000 07/28/06
77 No 11,150,000.00 Yes (R3) 50,865,000.00 Fee in Part, Leasehold in Part 14,750,000 11/21/05
78 No 11,004,000.00 No 11,004,000.00 Fee Simple 14,700,000 11/20/05
79 No 10,953,250.82 No 10,953,250.82 Fee Simple 14,700,000 11/14/05
80 No 10,405,000.00 Yes (R16) 18,102,000.00 Fee Simple 13,250,000 01/09/06
81 No 10,069,086.88 No 10,069,086.88 Fee in Part, Leasehold in Part 12,750,000 01/27/06
82 No 9,528,182.19 No 9,528,182.19 Fee Simple 13,500,000 11/08/05
83 No 9,429,933.55 Yes (R11) 30,952,812.83 Fee Simple 12,700,000 11/10/05
84 No 9,300,000.00 Yes (R10) 32,900,000.00 Fee Simple 14,100,000 12/15/05
85 No 9,200,000.00 Yes (R19) 13,038,865.54 Fee Simple 14,000,000 03/22/06
86 No 9,100,000.00 Yes (R10) 32,900,000.00 Fee Simple 13,400,000 12/19/05
87 No 8,993,688.75 No 8,993,688.75 Fee Simple 11,250,000 02/20/06
88 No 8,800,000.00 No 8,800,000.00 Fee Simple 11,900,000 02/21/06
89 No 8,800,000.00 No 8,800,000.00 Fee Simple 11,000,000 11/21/05
90 No 8,659,854.23 No 8,659,854.23 Fee Simple 12,800,000 02/06/06
91 No 8,579,099.25 No 8,579,099.25 Fee Simple 12,300,000 01/18/06
92 No 8,550,000.00 No 8,550,000.00 Fee Simple 10,700,000 11/12/05
93 No 8,400,000.00 Yes (R13) 23,940,000.00 Fee Simple 12,200,000 12/02/05
94 No 8,250,000.00 No 8,250,000.00 Fee Simple 11,800,000 02/14/06
95 No 8,200,000.00 Yes (R12) 26,400,000.00 Fee Simple 10,250,000 01/01/06
96 No 8,014,417.28 No 8,014,417.28 Fee Simple 10,500,000 12/12/05
97 No 7,900,000.00 Yes (R15) 18,120,000.00 Fee Simple 12,200,000 10/13/05
98 No 7,750,000.00 No 7,750,000.00 Fee Simple 10,000,000 04/04/06
99 No 7,600,000.00 No 7,600,000.00 Fee Simple 10,160,000 03/25/06
100 No 7,500,000.00 No 7,500,000.00 Fee Simple 11,650,000 12/22/05
101 No 7,500,000.00 No 7,500,000.00 Fee Simple 13,200,000 12/14/05
102 No 7,500,000.00 No 7,500,000.00 Fee Simple 15,300,000 01/30/06
103 No 7,455,000.00 No 7,455,000.00 Fee Simple 10,650,000 11/01/05
104 No 7,430,000.00 No 7,430,000.00 Fee Simple 9,500,000 10/26/05
105 No 7,300,000.00 Yes (R20) 11,800,000.00 Fee Simple 9,900,000 03/07/06
106 No 7,275,000.00 No 7,275,000.00 Fee Simple 9,560,000 12/01/05
107 No 7,240,000.00 Yes (R12) 26,400,000.00 Fee Simple 9,050,000 01/01/06
108 No 7,000,000.00 No 7,000,000.00 Fee Simple 10,775,000 10/20/05
109 No 6,991,360.08 No 6,991,360.08 Fee Simple 10,800,000 08/23/05
110 No 6,940,000.00 No 6,940,000.00 Fee Simple 11,500,000 12/21/05
111 No 6,896,389.40 No 6,896,389.40 Fee Simple 9,320,000 02/22/06
112 No 6,892,201.69 Yes (R5) 39,704,701.69 Fee Simple 10,240,000 01/31/06
113 No 6,863,000.00 No 6,863,000.00 Fee Simple 10,890,000 02/20/06
114 No 6,600,000.00 No 6,600,000.00 Fee Simple 8,500,000 12/02/05
115 No 6,132,921.72 No 6,132,921.72 Fee Simple 8,390,000 02/01/06
116 No 6,059,995.36 No 6,059,995.36 Fee Simple 8,330,000 10/28/05
117 No 6,000,000.00 No 6,000,000.00 Fee Simple 10,100,000 01/12/06
118 No 6,000,000.00 No 6,000,000.00 Fee Simple 8,100,000 11/17/05
119 No 5,964,649.56 Yes (R11) 30,952,812.83 Fee Simple 8,200,000 07/21/05
120 No 5,868,991.07 No 5,868,991.07 Fee Simple 7,400,000 10/20/05
121 No 5,865,000.00 No 5,865,000.00 Fee Simple 9,775,000 10/21/05
122 No 5,840,000.00 Yes (R12) 26,400,000.00 Fee Simple 7,300,000 01/01/06
123 No 5,720,136.79 No 5,720,136.79 Fee Simple 7,250,000 09/01/05
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124 Yes (C5) 5,720,000.00 Yes (R15) 18,120,000.00 Fee Simple 4,820,000 10/12/05
125 Yes (C5) 5,720,000.00 Yes (R15) 18,120,000.00 Fee Simple 1,500,000 10/14/05
126 Yes (C5) 5,720,000.00 Yes (R15) 18,120,000.00 Fee Simple 1,330,000 10/18/05
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127 No 5,648,000.00 No 5,648,000.00 Fee Simple 7,335,000 03/16/06
128 No 5,500,000.00 No 5,500,000.00 Fee Simple 8,200,000 11/04/05
129 No 5,500,000.00 No 5,500,000.00 Fee Simple 7,500,000 12/29/05
130 No 5,500,000.00 No 5,500,000.00 Fee Simple 10,800,000 03/08/06
131 No 5,350,000.00 No 5,350,000.00 Leasehold 13,700,000 11/02/05
132 No 5,318,235.01 No 5,318,235.01 Fee Simple 6,700,000 10/27/05
133 No 5,267,694.39 No 5,267,694.39 Fee Simple 7,600,000 11/30/05
134 No 5,155,000.00 No 5,155,000.00 Fee Simple 6,800,000 03/06/06
135 No 5,120,000.00 Yes (R12) 26,400,000.00 Fee Simple 6,400,000 01/01/06
136 No 5,080,000.00 No 5,080,000.00 Fee Simple 6,350,000 01/14/06
137 No 5,036,062.11 Yes (R21) 9,722,978.11 Fee Simple 7,000,000 11/03/05
138 No 4,984,768.43 Yes (R14) 18,457,767.92 Fee Simple 8,275,000 12/30/05
139 No 4,989,402.83 No 4,989,402.83 Fee Simple 6,250,000 10/05/05
140 No 4,805,000.00 Yes (R16) 18,102,000.00 Fee Simple 6,000,000 01/09/06
141 No 4,767,517.24 No 4,767,517.24 Fee Simple 6,040,000 03/19/05
142 No 4,753,131.80 Yes (R1) 204,753,131.80 Fee Simple 6,100,000 07/21/05
143 No 4,750,000.00 No 4,750,000.00 Fee Simple 6,200,000 11/03/05
144 No 4,686,916.00 Yes (R21) 9,722,978.11 Fee Simple 6,900,000 11/03/05
145 No 4,500,000.00 Yes (R20) 11,800,000.00 Fee Simple 6,000,000 11/05/05
146 No 4,500,000.00 No 4,500,000.00 Fee Simple 7,000,000 03/08/06
147 No 4,500,000.00 Yes (R15) 18,120,000.00 Fee Simple 6,300,000 10/18/05
148 No 4,100,000.00 No 4,100,000.00 Fee Simple 5,500,000 12/01/05
149 No 4,045,121.50 No 4,045,121.50 Fee Simple 5,380,000 12/29/05
150 No 3,996,501.37 Yes (R22) 7,992,912.32 Fee Simple 6,100,000 02/10/06
151 No 3,996,410.95 Yes (R22) 7,992,912.32 Fee Simple 5,875,000 02/06/06
152 No 3,890,000.00 No 3,890,000.00 Fee Simple 5,000,000 11/01/05
153 No 3,838,865.54 Yes (R19) 13,038,865.54 Fee Simple 5,500,000 01/21/06
154 No 3,689,078.23 No 3,689,078.23 Fee Simple 5,500,000 11/14/05
155 No 3,541,365.12 No 3,541,365.12 Fee Simple 4,550,000 06/10/05
156 No 3,520,000.00 No 3,520,000.00 Fee Simple 4,600,000 09/20/05
157 No 3,435,032.39 No 3,435,032.39 Fee Simple 6,730,000 12/08/05
158 No 3,397,357.05 No 3,397,357.05 Fee Simple 5,800,000 02/14/06
159 No 3,397,342.69 No 3,397,342.69 Fee Simple 5,310,000 03/23/06
160 No 2,892,000.00 Yes (R16) 18,102,000.00 Fee Simple 3,900,000 12/21/05
161 No 2,845,738.79 No 2,845,738.79 Fee Simple 3,800,000 09/14/05
162 No 2,600,000.00 No 2,600,000.00 Fee Simple 5,400,000 04/07/06
163 No 2,357,246.41 No 2,357,246.41 Fee in Part, Leasehold in Part 3,175,000 09/21/05
164 No 1,892,135.07 Yes (R23) 3,634,877.38 Fee Simple 2,600,000 12/12/05
165 No 1,742,742.31 Yes (R23) 3,634,877.38 Fee Simple 2,400,000 12/12/05
166 No 865,000.00 No 865,000.00 Fee Simple 1,400,000 03/23/06
ADMIN-
CUT-OFF DATE MATURITY DATE / ISTRATIVE
LOAN LTV RATIO ARD LTV RATIO FEE NET MORTGAGE RATE INTEREST
NUMBER (NOTE 2) (NOTE 3) ORIGINAL BALANCE MORTGAGE RATE RATE RATE TYPE ACCRUAL METHOD
-------------------------------------------------------------------------------------------------------------------------------
1 76.39% (Note 5) 65.89% (Note 5) 200,000,000.00 6.5875% 0.0409% 6.5466% Fixed Actual/360
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
-------------------------------------------------------------------------------------------------------------------------------
2 70.74% 61.97% 133,000,000 5.5000% 0.0309% 5.4691% Fixed Actual/360
3 72.66% 72.66% 93,000,000 5.5720% 0.0309% 5.5411% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
4 49.52% 49.52% 72,000,000 5.3225% 0.0309% 5.2916% Fixed Actual/360
4.1
4.2
4.3
4.4
4.5
4.6
4.7
-------------------------------------------------------------------------------------------------------------------------------
5 52.28% 49.71% 63,000,000 6.0800% 0.0309% 6.0491% Fixed Actual/360
5.1
5.2
-------------------------------------------------------------------------------------------------------------------------------
6 69.18% 61.49% 55,000,000 5.1900% 0.0609% 5.1291% Fixed Actual/360
7 74.64% 67.87% 42,695,000 5.3100% 0.0409% 5.2691% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
8 74.53% 57.49% 19,762,500 5.8800% 0.0709% 5.8091% Fixed Actual/360
9 74.53% 57.49% 9,487,500 5.8800% 0.0709% 5.8091% Fixed Actual/360
10 74.53% 57.49% 4,670,000 5.8800% 0.0709% 5.8091% Fixed Actual/360
11 74.53% 57.49% 4,350,000 5.8800% 0.0709% 5.8091% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
12 79.90% 74.16% 9,615,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
13 79.90% 74.16% 7,623,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
14 79.90% 74.16% 6,763,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
15 79.90% 74.16% 6,340,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
16 79.90% 74.16% 4,131,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
17 79.90% 74.16% 1,510,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
18 79.90% 74.16% 1,297,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
19 79.90% 74.16% 721,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
20 75.09% 67.62% 36,500,000 5.8200% 0.0409% 5.7791% Fixed Actual/360
21 80.00% 72.18% 34,800,000 5.9200% 0.0409% 5.8791% Fixed Actual/360
22 70.66% 66.06% 33,000,000 5.9400% 0.0409% 5.8991% Fixed Actual/360
23 74.40% 68.92% 32,812,500 6.4100% 0.0309% 6.3791% Fixed Actual/360
24 72.72% 67.54% 30,250,000 5.4850% 0.0309% 5.4541% Fixed Actual/360
25 79.11% 73.46% 26,700,000 5.4700% 0.0309% 5.4391% Fixed Actual/360
26 75.94% 68.09% 26,500,000 5.6000% 0.0309% 5.5691% Fixed Actual/360
27 79.01% 70.68% 25,600,000 5.4900% 0.0309% 5.4591% Fixed Actual/360
28 69.23% 58.46% 23,000,000 5.7836% 0.0309% 5.7527% Fixed Actual/360
29 76.79% 71.29% 22,500,000 5.4500% 0.0309% 5.4191% Fixed Actual/360
30 68.21% 65.56% 22,167,000 4.435% (Note 7) 0.0309% 4.4041% (Note 7) Fixed Actual/360
31 77.66% 69.88% 21,900,000 5.7800% 0.0309% 5.7491% Fixed Actual/360
32 76.92% 67.43% 20,000,000 5.5300% 0.0459% 5.4841% Fixed Actual/360
33 72.76% 67.75% 19,900,000 5.6400% 0.0309% 5.6091% Fixed Actual/360
34 73.03% 69.48% 19,900,000 5.5800% 0.0309% 5.5491% Fixed Actual/360
35 75.65% 63.80% 20,000,000 5.6500% 0.0309% 5.6191% Fixed Actual/360
36 77.40% 73.64% 19,815,000 5.5800% 0.0309% 5.5491% Fixed Actual/360
37 75.00% 58.09% 19,500,000 6.0000% 0.0709% 5.9291% Fixed Actual/360
38 80.00% 70.98% 18,800,000 6.0450% 0.0309% 6.0141% Fixed Actual/360
39 68.63% 61.47% 17,500,000 5.5500% 0.0409% 5.5091% Fixed Actual/360
40 79.45% 69.90% 17,480,000 5.6800% 0.0309% 5.6491% Fixed Actual/360
41 72.85% 65.40% 17,120,000 5.6600% 0.0309% 5.6291% Fixed Actual/360
42 48.71% 38.07% 16,800,000 6.0300% 0.0309% 5.9991% Fixed Actual/360
43 76.11% 70.99% 16,250,000 5.7650% 0.0309% 5.7341% Fixed Actual/360
44 73.14% 63.10% 16,200,000 5.7700% 0.0309% 5.7391% Fixed Actual/360
45 64.26% 64.26% 16,000,000 5.4900% 0.0309% 5.4591% Fixed Actual/360
46 63.78% 49.36% 16,000,000 5.7710% 0.0309% 5.7401% Fixed Actual/360
47 71.70% 65.11% 15,600,000 6.1050% 0.0309% 6.0741% Fixed Actual/360
48 69.07% 61.88% 15,540,000 5.5600% 0.0409% 5.5191% Fixed Actual/360
49 77.50% 72.28% 15,190,000 5.7600% 0.0309% 5.7291% Fixed Actual/360
50 76.87% 64.60% 15,000,000 5.4950% 0.0309% 5.4641% Fixed Actual/360
51 69.00% 66.28% 14,800,000 4.375% (Note 8) 0.0309% 4.3441% (Note 8) Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
52 79.17% 69.63% 8,879,000 5.6650% 0.0709% 5.5941% Fixed Actual/360
53 79.17% 69.63% 5,846,000 5.6650% 0.0709% 5.5941% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
54 78.92% 73.03% 14,600,000 5.2300% 0.0309% 5.1991% Fixed Actual/360
55 71.08% 63.68% 14,500,000 5.5800% 0.0309% 5.5491% Fixed Actual/360
56 69.05% 64.38% 14,500,000 5.7400% 0.0409% 5.6991% Fixed Actual/360
57 77.27% 65.20% 14,500,000 5.7950% 0.0309% 5.7641% Fixed Actual/360
58 72.74% 61.62% 14,475,000 5.9600% 0.0709% 5.8891% Fixed Actual/360
59 73.83% 73.83% 14,360,000 5.7790% 0.0309% 5.7481% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
60 73.19% 68.51% 7,100,000 5.6700% 0.0309% 5.6391% Fixed Actual/360
61 73.19% 68.51% 7,100,000 5.6700% 0.0309% 5.6391% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
62 63.06% 63.06% 14,000,000 5.5150% 0.0309% 5.4841% Fixed Actual/360
63 73.37% 67.29% 13,500,000 5.8000% 0.0609% 5.7391% Fixed Actual/360
64 67.87% 56.99% 13,500,000 5.5950% 0.0309% 5.5641% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
65 71.27% 61.02% 13,280,000 6.2600% 0.0309% 6.2291% Fixed Actual/360
65.1
65.2
65.3
-------------------------------------------------------------------------------------------------------------------------------
66 74.58% 67.32% 13,200,000 5.9400% 0.0709% 5.8691% Fixed Actual/360
67 79.75% 71.94% 13,000,000 5.9000% 0.0709% 5.8291% Fixed Actual/360
68 74.29% 69.60% 13,000,000 6.1000% 0.0309% 6.0691% Fixed Actual/360
69 77.41% 72.58% 12,850,000 6.1540% 0.0309% 6.1231% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
70 76.91% 64.92% 12,340,000 5.7400% 0.0309% 5.7091% Fixed Actual/360
70.1
70.2
-------------------------------------------------------------------------------------------------------------------------------
71 73.65% 68.46% 12,300,000 5.5400% 0.0309% 5.5091% Fixed Actual/360
72 64.00% 59.91% 12,000,000 6.0300% 0.0309% 5.9991% Fixed Actual/360
73 74.63% 63.23% 11,750,000 5.8650% 0.0709% 5.7941% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
74 63.13% 54.05% 11,700,000 6.2600% 0.0309% 6.2291% Fixed Actual/360
74.1
74.2
-------------------------------------------------------------------------------------------------------------------------------
75 69.40% 59.42% 11,610,000 6.2600% 0.0309% 6.2291% Fixed Actual/360
75.1
75.2
-------------------------------------------------------------------------------------------------------------------------------
76 77.03% 68.63% 11,400,000 6.2400% 0.0709% 6.1691% Fixed Actual/360
77 75.59% 71.98% 11,150,000 5.6680% 0.0309% 5.6371% Fixed Actual/360
78 74.86% 66.95% 11,004,000 5.5000% 0.0309% 5.4691% Fixed Actual/360
79 74.51% 62.87% 11,000,000 5.7000% 0.0809% 5.6191% Fixed Actual/360
80 78.53% 70.31% 10,405,000 5.5330% 0.0309% 5.5021% Fixed Actual/360
81 78.97% 66.89% 10,088,000 5.8900% 0.0609% 5.8291% Fixed Actual/360
82 70.58% 54.47% 9,600,000 5.6900% 0.0609% 5.6291% Fixed Actual/360
83 74.25% 57.48% 9,500,000 5.7800% 0.0309% 5.7491% Fixed Actual/360
84 65.96% 56.68% 9,300,000 5.6400% 0.0309% 5.6091% Fixed Actual/360
85 65.71% 61.39% 9,200,000 5.8900% 0.0709% 5.8191% Fixed Actual/360
86 67.91% 60.76% 9,100,000 5.5150% 0.0309% 5.4841% Fixed Actual/360
87 79.94% 69.06% 9,000,000 6.6100% 0.0909% 6.5191% Fixed Actual/360
88 73.95% 65.82% 8,800,000 6.1900% 0.0909% 6.0991% Fixed Actual/360
89 80.00% 74.37% 8,800,000 5.5500% 0.0309% 5.5191% Fixed Actual/360
90 67.66% 57.47% 8,667,000 6.0200% 0.0709% 5.9491% Fixed Actual/360
91 69.75% 59.19% 8,595,000 5.9500% 0.0309% 5.9191% Fixed Actual/360
92 79.91% 71.50% 8,550,000 5.5200% 0.0609% 5.4591% Fixed Actual/360
93 68.85% 61.61% 8,400,000 5.5200% 0.0409% 5.4791% Fixed Actual/360
94 69.92% 62.63% 8,250,000 5.5600% 0.0309% 5.5291% Fixed Actual/360
95 80.00% 71.57% 8,200,000 5.5140% 0.0309% 5.4831% Fixed Actual/360
96 76.33% 64.00% 8,050,000 5.4900% 0.0309% 5.4591% Fixed Actual/360
97 64.75% 51.71% 7,900,000 5.7900% 0.0309% 5.7591% Fixed Actual/360
98 77.50% (Note 6) 66.27% (Note 6) 7,750,000 6.2800% 0.0909% 6.1891% Fixed Actual/360
99 74.80% 64.64% 7,600,000 6.6500% 0.0909% 6.5591% Fixed Actual/360
100 64.38% 64.38% 7,500,000 5.6950% 0.0409% 5.6541% Fixed Actual/360
101 56.82% 50.94% 7,500,000 5.6000% 0.0909% 5.5091% Fixed Actual/360
102 49.02% 49.02% 7,500,000 5.4900% 0.0309% 5.4591% Fixed Actual/360
103 70.00% 61.53% 7,455,000 5.6400% 0.0309% 5.6091% Fixed Actual/360
104 78.21% 70.19% 7,430,000 5.6600% 0.0309% 5.6291% Fixed Actual/360
105 73.74% 66.34% 7,300,000 5.7700% 0.0709% 5.6991% Fixed Actual/360
106 76.10% 66.60% 7,275,000 5.4600% 0.0709% 5.3891% Fixed Actual/360
107 80.00% 71.57% 7,240,000 5.5140% 0.0309% 5.4831% Fixed Actual/360
108 64.97% 59.41% 7,000,000 5.6300% 0.0309% 5.5991% Fixed Actual/360
109 64.73% 50.49% 7,000,000 6.1700% 0.0909% 6.0791% Fixed Actual/360
110 60.35% 60.35% 6,940,000 5.4900% 0.0309% 5.4591% Fixed Actual/360
111 74.00% 58.11% 6,900,000 7.5600% 0.1309% 7.4291% Fixed Actual/360
112 67.31% 53.25% 6,900,000 6.6050% 0.0309% 6.5741% Fixed Actual/360
113 63.02% 55.00% 6,863,000 6.2100% 0.0709% 6.1391% Fixed Actual/360
114 77.65% 67.95% 6,600,000 5.4630% 0.0309% 5.4321% Fixed Actual/360
115 73.10% 61.52% 6,145,000 5.6750% 0.0309% 5.6441% Fixed Actual/360
116 72.75% 52.74% 6,091,000 5.7710% 0.0509% 5.7201% Fixed Actual/360
117 59.41% 50.17% 6,000,000 5.3600% 0.0309% 5.3291% Fixed Actual/360
118 74.07% 66.40% 6,000,000 5.6050% 0.0309% 5.5741% Fixed Actual/360
119 72.74% 55.79% 6,040,000 5.3600% 0.0309% 5.3291% Fixed Actual/360
120 79.31% 66.81% 5,900,000 5.6100% 0.0309% 5.5791% Fixed Actual/360
121 60.00% 53.39% 5,865,000 5.2500% 0.0309% 5.2191% Fixed Actual/360
122 80.00% 71.58% 5,840,000 5.5180% 0.0309% 5.4871% Fixed Actual/360
123 78.90% 66.58% 5,750,000 5.6700% 0.1109% 5.5591% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
124 74.77% 59.47% 3,583,130 5.6900% 0.0309% 5.6591% Fixed Actual/360
125 74.77% 59.47% 1,120,980 5.6900% 0.0309% 5.6591% Fixed Actual/360
126 74.77% 59.47% 1,015,890 5.6900% 0.0309% 5.6591% Fixed Actual/360
-------------------------------------------------------------------------------------------------------------------------------
127 77.00% 65.88% 5,648,000 6.3000% 0.0709% 6.2291% Fixed Actual/360
128 67.07% 60.06% 5,500,000 5.5350% 0.0309% 5.5041% Fixed Actual/360
129 73.33% 65.75% 5,500,000 5.5950% 0.0909% 5.5041% Fixed Actual/360
130 50.93% 47.53% 5,500,000 5.8100% 0.0909% 5.7191% Fixed Actual/360
131 39.05% 39.05% 5,350,000 5.4280% 0.0309% 5.3971% Fixed Actual/360
132 79.38% 66.99% 5,346,000 5.6700% 0.0709% 5.5991% Fixed Actual/360
133 69.31% 53.42% 5,300,000 5.6950% 0.0609% 5.6341% Fixed Actual/360
134 75.81% 68.42% 5,155,000 5.9300% 0.0609% 5.8691% Fixed Actual/360
135 80.00% 71.58% 5,120,000 5.5170% 0.0309% 5.4861% Fixed Actual/360
136 80.00% 74.28% 5,080,000 5.4400% 0.0309% 5.4091% Fixed Actual/360
137 71.94% 55.75% 5,050,000 5.9300% 0.0709% 5.8591% Fixed Actual/360
138 60.24% 50.36% 5,000,000 5.4200% 0.0309% 5.3891% Fixed Actual/360
139 79.83% 66.47% 5,000,000 5.3250% 0.0309% 5.2941% Fixed Actual/360
140 80.08% 71.70% 4,805,000 5.5330% 0.0309% 5.5021% Fixed Actual/360
141 78.93% 66.31% 4,832,000 5.2538% 0.0309% 5.2229% Fixed Actual/360
142 77.92% 65.52% 4,800,000 5.4000% 0.0309% 5.3691% Fixed Actual/360
143 76.61% 68.42% 4,750,000 5.4250% 0.1109% 5.3141% Fixed Actual/360
144 67.93% 52.54% 4,700,000 5.8800% 0.0709% 5.8091% Fixed Actual/360
145 75.00% 59.31% 4,500,000 6.6300% 0.0409% 6.5891% Fixed Actual/360
146 64.29% 60.33% 4,500,000 6.2300% 0.0709% 6.1591% Fixed Actual/360
147 71.43% 57.04% 4,500,000 5.7900% 0.0309% 5.7591% Fixed Actual/360
148 74.55% 64.38% 4,100,000 5.8100% 0.0309% 5.7791% Fixed Actual/360
149 75.19% 58.88% 4,050,000 6.2920% 0.0309% 6.2611% Fixed Actual/360
150 65.52% 55.28% 4,000,000 5.7930% 0.0909% 5.7021% Fixed Actual/360
151 68.02% 57.23% 4,000,000 5.6930% 0.0909% 5.6021% Fixed Actual/360
152 77.80% 69.78% 3,890,000 5.6300% 0.0509% 5.5791% Fixed Actual/360
153 69.80% 58.76% 3,850,000 5.6500% 0.0609% 5.5891% Fixed Actual/360
154 67.07% 56.32% 3,700,000 5.5600% 0.0609% 5.4991% Fixed Actual/360
155 77.83% 70.24% 3,580,000 5.3900% 0.0309% 5.3591% Fixed Actual/360
156 76.52% 67.05% 3,520,000 5.5100% 0.0709% 5.4391% Fixed Actual/360
157 51.04% 42.93% 3,450,000 5.5900% 0.0309% 5.5591% Fixed Actual/360
158 58.58% 50.08% 3,400,000 6.2400% 0.0409% 6.1991% Fixed Actual/360
159 63.98% 54.67% 3,400,000 6.2200% 0.0909% 6.1291% Fixed Actual/360
160 74.15% 64.97% 2,892,000 5.5100% 0.0309% 5.4791% Fixed Actual/360
161 74.89% 62.95% 2,861,000 5.5350% 0.0309% 5.5041% Fixed Actual/360
162 48.15% 40.98% 2,600,000 6.1200% 0.0909% 6.0291% Fixed Actual/360
163 74.24% 62.46% 2,375,000 5.4900% 0.0909% 5.3991% Fixed Actual/360
164 72.77% 61.66% 1,900,000 5.8400% 0.0309% 5.8091% Fixed Actual/360
165 72.61% 61.51% 1,750,000 5.8300% 0.0309% 5.7991% Fixed Actual/360
166 61.79% 53.09% 865,000 6.4500% 0.0909% 6.3591% Fixed Actual/360
ORIGINAL STATED
TERM TO INTEREST ORIGINAL
FIRST GRACE SCHEDULED MATURITY/ ONLY AMORTIZATION
LOAN NOTE PAYMENT PERIOD MATURITY MONTHLY DEBT ARD (PERIOD) TERM
NUMBER LOAN TYPE DATE DATE (NOTE 9) DATE/ ARD SERVICE PAYMENT (MONTHS) (MONTHS) (MONTHS)
----------------------------------------------------------------------------------------------------------------------------
1 Balloon 05/31/06 07/05/06 3 06/05/16 1,275,666.82 120 360
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
----------------------------------------------------------------------------------------------------------------------------
2 Partial IO/Balloon 03/15/06 05/11/06 0 04/11/16 755,159.37 120 24 360
3 Interest Only 12/21/05 02/09/06 0 01/09/13 437,827.64 84 84 Interest Only
----------------------------------------------------------------------------------------------------------------------------
4 Interest Only 01/06/06 02/09/06 0 01/09/16 323,785.42 120 120 Interest Only
4.1
4.2
4.3
4.4
4.5
4.6
4.7
----------------------------------------------------------------------------------------------------------------------------
5 Partial IO/Balloon 03/01/06 04/01/06 0 03/01/13 380,963.22 84 36 360
5.1
5.2
----------------------------------------------------------------------------------------------------------------------------
6 Partial IO/Balloon 06/03/05 08/01/05 5 07/01/15 301,671.31 120 36 360
7 Partial IO/Balloon 10/06/05 11/11/05 0 10/11/15 237,352.53 120 48 360
----------------------------------------------------------------------------------------------------------------------------
8 Balloon 05/19/06 07/11/06 0 06/11/16 125,884.36 120 300
9 Balloon 05/19/06 07/11/06 0 06/11/16 60,434.05 120 300
10 Balloon 05/19/06 07/11/06 0 06/11/16 29,747.25 120 300
11 Balloon 05/19/06 07/11/06 0 06/11/16 27,708.89 120 300
----------------------------------------------------------------------------------------------------------------------------
12 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 54,231.51 120 60 360
13 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 42,996.03 120 60 360
14 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 38,145.37 120 60 360
15 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 35,759.52 120 60 360
16 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 23,300.09 120 60 360
17 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 8,516.86 120 60 360
18 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 7,315.47 120 60 360
19 Partial IO/Balloon 12/23/05 02/11/06 0 01/11/16 4,066.66 120 60 360
----------------------------------------------------------------------------------------------------------------------------
20 Partial IO/Balloon 05/08/06 07/01/06 5 06/01/16 214,629.95 120 36 360
21 Partial IO/Balloon 04/28/06 07/01/06 5 06/01/16 206,857.07 120 36 360
22 Partial IO/Balloon 03/31/06 05/11/06 0 04/11/16 196,580.49 120 60 360
23 Partial IO/Balloon 05/11/06 06/11/06 0 05/11/16 205,459.02 120 48 360
24 Partial IO/Balloon 01/24/06 03/11/06 5 02/11/16 171,471.59 120 60 360
25 Partial IO/Balloon 01/24/06 03/11/06 0 02/11/16 151,097.49 120 60 360
26 Partial IO/Balloon 02/13/06 04/11/06 0 03/11/16 152,130.93 120 36 360
27 Partial IO/Balloon 03/30/06 05/11/06 0 04/11/16 145,193.41 120 36 360
28 Balloon 03/16/06 05/11/06 0 04/11/16 134,713.09 120 360
29 Partial IO/Balloon 01/10/06 02/11/06 0 01/11/16 127,047.58 120 60 360
30 Partial IO/Balloon 12/08/05 01/11/06 0 12/11/15 128,446.73 (Note 7) 120 84 360
31 Partial IO/Balloon 04/12/06 06/11/06 0 05/11/16 128,220.13 120 36 360
32 Partial IO/Balloon 01/31/06 03/11/06 0 02/11/16 113,934.53 120 24 360
33 Partial IO/Balloon 03/01/06 04/11/06 0 03/11/16 114,744.16 120 60 360
34 Partial IO/Balloon 02/16/06 04/11/06 0 03/11/16 107,911.46 120 60 420
35 Balloon 12/22/05 02/11/06 0 01/11/16 115,447.16 120 360
36 Partial IO/Balloon 02/16/06 04/11/06 0 03/11/16 107,450.53 120 60 420
37 Balloon 05/30/06 07/01/06 5 06/01/16 125,638.77 120 300
38 Partial IO/Balloon 04/12/06 06/11/06 0 05/11/16 113,259.98 120 24 360
39 Partial IO/Balloon 02/14/06 04/11/06 0 03/11/16 99,912.76 120 36 360
40 Partial IO/Balloon 03/23/06 05/11/06 0 04/11/16 101,232.56 120 24 360
41 Partial IO/Balloon 03/15/06 05/11/06 0 04/11/16 98,931.02 120 36 360
42 ARD 12/01/05 01/11/06 0 12/11/15 108,550.93 120 300
43 Partial IO/Balloon 03/22/06 05/11/06 0 04/11/16 94,985.49 120 60 360
44 Partial IO/Balloon 02/28/06 04/11/06 0 03/11/16 94,744.73 120 12 360
45 Interest Only 02/10/06 03/11/06 0 02/11/11 74,216.67 60 60 Interest Only
46 Balloon 12/30/05 02/11/06 0 01/11/16 100,860.17 120 300
47 Balloon 04/11/06 05/11/06 0 04/11/11 101,514.67 60 300
48 Partial IO/Balloon 02/27/06 04/11/06 0 03/11/16 88,820.30 120 36 360
49 Partial IO/Balloon 03/28/06 05/11/06 0 04/11/16 88,741.24 120 60 360
50 Balloon 12/01/05 01/11/06 0 12/11/15 85,121.30 120 360
51 Partial IO/Balloon 12/22/05 02/11/06 0 01/11/16 85,197.15 (Note 8) 120 84 360
----------------------------------------------------------------------------------------------------------------------------
52 Partial IO/Balloon 02/15/06 04/11/06 0 03/11/16 51,336.99 120 24 360
53 Partial IO/Balloon 02/15/06 04/11/06 0 03/11/16 33,800.66 120 24 360
----------------------------------------------------------------------------------------------------------------------------
54 Partial IO/Balloon 02/01/06 03/11/06 0 02/11/16 80,440.98 120 60 360
55 Partial IO/Balloon 12/28/05 02/11/06 0 01/11/16 83,058.68 120 36 360
56 Partial IO/Balloon 02/27/06 04/01/06 5 03/01/16 84,525.97 120 60 360
57 Balloon 04/12/06 06/11/06 0 05/11/16 85,033.03 120 360
58 Balloon 05/10/06 07/01/06 5 06/01/16 86,413.04 120 360
59 Interest Only 11/07/05 12/11/05 0 11/11/13 70,115.86 96 96 Interest Only
----------------------------------------------------------------------------------------------------------------------------
60 Balloon 12/22/05 02/11/06 0 01/11/11 41,073.55 60 360
61 Balloon 12/22/05 02/11/06 0 01/11/11 41,073.55 60 360
----------------------------------------------------------------------------------------------------------------------------
62 Interest Only 02/10/06 03/11/06 0 02/11/13 65,235.30 84 84 Interest Only
63 Partial IO/Balloon 04/06/06 06/01/06 5 05/01/16 79,211.66 120 48 360
64 Balloon 04/03/06 05/11/06 0 04/11/16 77,458.10 120 360
----------------------------------------------------------------------------------------------------------------------------
65 Balloon 03/24/06 05/11/06 0 04/11/16 81,853.63 120 360
65.1
65.2
65.3
----------------------------------------------------------------------------------------------------------------------------
66 Partial IO/Balloon 04/18/06 06/01/06 5 05/01/16 78,632.20 120 36 360
67 Partial IO/Balloon 04/24/06 06/01/06 5 05/01/16 77,107.75 120 36 360
68 Partial IO/Balloon 04/27/06 06/11/06 0 05/11/16 78,779.32 120 60 360
69 Partial IO/ARD 04/26/06 06/11/06 0 05/11/16 78,319.10 120 60 360
----------------------------------------------------------------------------------------------------------------------------
70 Balloon 02/14/06 04/11/06 0 03/11/16 71,934.52 120 360
70.1
70.2
----------------------------------------------------------------------------------------------------------------------------
71 Partial IO/Balloon 12/29/05 02/11/06 0 01/11/16 70,147.05 120 60 360
72 Partial IO/Balloon 04/12/06 06/11/06 0 05/11/16 72,177.68 120 60 360
73 Balloon 03/02/06 04/11/06 0 03/11/16 69,430.61 120 360
----------------------------------------------------------------------------------------------------------------------------
74 Balloon 03/24/06 05/11/06 0 04/11/16 72,115.02 120 360
74.1
74.2
----------------------------------------------------------------------------------------------------------------------------
75 Balloon 03/24/06 05/11/06 0 04/11/16 71,560.29 120 360
75.1
75.2
----------------------------------------------------------------------------------------------------------------------------
76 Partial IO/Balloon 03/28/06 05/11/06 0 04/11/16 70,117.63 120 24 360
77 Partial IO/Balloon 12/27/05 02/11/06 0 01/11/16 61,109.91 120 60 420
78 Partial IO/ARD 01/20/06 03/11/06 0 02/11/16 62,479.50 120 36 360
79 Balloon 01/12/06 03/11/06 0 02/11/16 63,844.05 120 360
80 Partial IO/Balloon 03/13/06 05/11/06 0 04/11/16 59,294.06 120 36 360
81 Balloon 03/22/06 05/11/06 0 04/11/16 59,771.08 120 360
82 Balloon 12/27/05 02/11/06 0 01/11/16 60,046.63 120 300
83 Balloon 12/20/05 02/11/06 0 01/11/16 59,937.45 120 300
84 Partial IO/Balloon 12/22/05 02/11/06 0 01/11/16 53,624.15 120 12 360
85 Partial IO/Balloon 05/05/06 07/01/06 5 06/01/16 54,509.70 120 60 360
86 Partial IO/Balloon 12/29/05 02/11/06 0 01/11/16 51,754.47 120 36 360
87 Balloon 04/27/06 06/01/06 5 05/01/16 57,538.75 120 360
88 Partial IO/Balloon 05/30/06 07/01/06 5 06/01/16 53,840.18 120 24 360
89 Partial IO/Balloon 12/14/05 02/11/06 0 01/11/16 50,241.84 120 60 360
90 Balloon 04/25/06 06/01/06 5 05/01/16 52,074.54 120 360
91 Balloon 03/31/06 05/11/06 0 04/11/16 51,255.40 120 360
92 Partial IO/Balloon 12/14/05 02/11/06 0 01/11/16 48,653.30 120 36 360
93 Partial IO/Balloon 01/26/06 03/11/06 0 02/11/16 47,799.74 120 36 360
94 Partial IO/Balloon 03/31/06 05/11/06 0 04/11/16 47,153.63 120 36 360
95 Partial IO/ARD 01/17/06 03/11/06 0 02/11/16 46,630.75 120 36 360
96 Balloon 01/12/06 03/11/06 0 02/11/16 45,656.52 120 360
97 Partial IO/ARD 12/22/05 02/11/06 0 01/11/21 46,303.19 180 36 360
98 Balloon 05/22/06 07/01/06 5 06/01/16 47,869.40 120 360
99 Balloon 05/05/06 07/01/06 5 06/01/16 48,789.33 120 360
100 Interest Only 02/16/06 04/11/06 0 03/11/16 36,088.11 120 120 Interest Only
101 Partial IO/Balloon 02/22/06 04/11/06 0 03/11/16 43,055.92 120 36 360
102 Interest Only 03/27/06 05/11/06 0 04/11/16 34,789.06 120 120 Interest Only
103 Partial IO/Balloon 02/22/06 04/11/06 0 03/11/16 42,985.81 120 24 360
104 Partial IO/Balloon 12/22/05 02/11/06 0 01/11/16 42,935.60 120 36 360
105 Partial IO/Balloon 04/17/06 06/01/06 5 05/01/16 42,693.61 120 36 360
106 Partial IO/Balloon 01/09/06 02/11/06 0 01/11/16 41,124.26 120 24 360
107 Partial IO/ARD 01/17/06 03/11/06 0 02/11/16 41,171.54 120 36 360
108 Partial IO/Balloon 02/22/06 04/11/06 0 03/11/16 40,318.05 120 48 360
109 Balloon 04/20/06 06/01/06 5 05/01/16 45,831.31 120 300
110 Interest Only 01/23/06 03/11/06 0 02/11/16 32,191.48 120 120 Interest Only
111 Balloon 04/29/06 06/01/06 5 05/01/21 48,529.60 180 360
112 Balloon 04/26/06 06/11/06 0 05/11/16 47,043.02 120 300
113 Partial IO/Balloon 04/19/06 06/01/06 5 05/01/16 42,078.29 120 12 360
114 Partial IO/Balloon 01/12/06 03/11/06 0 02/11/16 37,321.00 120 24 360
115 Balloon 03/28/06 05/11/06 0 04/11/16 35,568.31 120 360
116 Balloon 12/29/05 02/11/06 0 01/11/21 35,626.72 180 360
117 Partial IO/Balloon 02/24/06 04/11/06 0 03/11/16 36,345.30 120 36 300
118 Partial IO/Balloon 01/23/06 03/11/06 0 02/11/16 34,463.66 120 36 360
119 Balloon 09/26/05 11/11/05 0 10/11/15 36,587.60 120 300
120 Balloon 12/30/05 02/11/06 0 01/11/16 33,907.87 120 360
121 Partial IO/Balloon 12/01/05 01/11/06 0 12/11/15 32,386.75 120 36 360
122 Partial IO/ARD 01/17/06 03/11/06 0 02/11/16 33,224.86 120 36 360
123 Balloon 12/16/05 02/11/06 0 01/11/16 33,263.79 120 360
----------------------------------------------------------------------------------------------------------------------------
124 Partial IO/ARD 01/19/06 03/11/06 0 02/11/21 20,773.80 180 36 360
125 Partial IO/ARD 01/19/06 03/11/06 0 02/11/21 6,499.07 180 36 360
126 Partial IO/ARD 01/19/06 03/11/06 0 02/11/21 5,889.79 180 36 360
----------------------------------------------------------------------------------------------------------------------------
127 Balloon 05/30/06 07/01/06 5 06/01/16 34,959.58 120 360
128 Partial IO/Balloon 03/01/06 04/11/06 0 03/11/16 31,349.28 120 36 360
129 Partial IO/Balloon 02/23/06 04/11/06 0 03/11/16 31,557.01 120 36 360
130 Partial IO/Balloon 05/03/06 07/01/06 5 06/01/16 32,306.45 120 60 360
131 Interest Only 02/02/06 03/11/06 0 02/11/16 24,535.94 120 120 Interest Only
132 Balloon 12/14/05 02/11/06 0 01/11/16 30,926.65 120 360
133 Balloon 01/20/06 03/11/06 0 02/11/16 33,166.71 120 300
134 Partial IO/Balloon 04/03/06 06/01/06 5 05/01/16 30,675.22 120 36 360
135 Partial IO/ARD 01/17/06 03/11/06 0 02/11/16 29,125.43 120 36 360
136 Partial IO/Balloon 02/17/06 04/11/06 0 03/11/16 28,652.74 120 60 360
137 Balloon 03/16/06 05/11/06 0 04/11/16 32,321.48 120 300
138 Balloon 03/03/06 04/11/06 0 03/11/16 28,138.99 120 360
139 Balloon 04/03/06 05/11/06 0 04/11/16 27,842.91 120 360
140 Partial IO/Balloon 03/13/06 05/11/06 0 04/11/16 27,381.83 120 36 360
141 ARD 05/31/05 07/11/05 0 06/11/15 26,693.86 120 360
142 Balloon 08/25/05 10/11/05 0 09/11/15 26,953.48 120 360
143 Partial IO/Balloon 12/29/05 02/11/06 0 01/11/16 26,746.89 120 36 360
144 Balloon 03/16/06 05/11/06 0 04/11/16 29,938.34 120 300
145 Balloon 05/01/06 07/01/06 5 06/01/16 30,750.88 120 300
146 Partial IO/Balloon 04/14/06 06/01/06 5 05/01/16 27,648.77 120 60 360
147 Partial IO/ARD 12/16/05 02/11/06 0 01/11/21 26,375.24 180 36 360
148 Partial IO/Balloon 03/22/06 05/11/06 0 04/11/16 24,082.99 120 12 360
149 ARD 05/04/06 06/11/06 0 05/11/16 26,821.85 120 300
150 Balloon 04/18/06 06/11/06 0 05/11/16 23,452.29 120 360
151 Balloon 04/18/06 06/11/06 0 05/11/16 23,198.28 120 360
152 Partial IO/Balloon 12/21/05 02/11/06 0 01/11/16 22,405.32 120 36 360
153 Balloon 02/28/06 04/11/06 0 03/11/16 22,223.58 120 360
154 Balloon 02/14/06 04/11/06 0 03/11/16 21,147.69 120 360
155 Balloon 07/19/05 09/11/05 0 08/11/12 20,080.46 84 360
156 Partial IO/Balloon 12/16/05 02/11/06 0 01/11/16 20,008.26 120 24 360
157 Balloon 01/24/06 03/11/06 0 02/11/16 19,783.98 120 360
158 Balloon 04/24/06 06/01/06 5 05/01/16 20,912.28 120 360
159 Balloon 04/13/06 06/01/06 5 05/01/16 20,868.09 120 360
160 Partial IO/Balloon 03/13/06 05/11/06 0 04/11/16 16,438.61 120 24 360
161 Balloon 12/20/05 02/11/06 0 01/11/16 16,307.33 120 360
162 Balloon 05/19/06 07/01/06 5 06/01/16 15,789.47 120 360
163 Balloon 10/27/05 12/11/05 0 11/11/15 13,470.09 120 360
164 ARD 01/30/06 03/11/06 0 02/11/16 11,196.75 120 360
165 ARD 01/30/06 03/11/06 0 02/11/16 10,301.63 120 360
166 Balloon 05/16/06 07/01/06 5 06/01/16 5,438.98 120 360
YIELD
REMAINING STATED MAINTEN- YIELD
TERM TO REMAINING DEFEASE- ANCE MAINTEN-
SEASON- MATURITY / AMORTIZATION LOCKOUT ANCE DEFEASE PERIOD ANCE
LOAN ING ARD TERM PERIOD START -ANCE START PERIOD
NUMBER (MONTHS) (MONTHS) (MONTHS) PREPAYMENT PROVISIONS END DATE DATE END DATE DATE END DATE
--------------------------------------------------------------------------------------------------------------------------------
1 0 120 360 LO(24)/Defeasance(93)/Free(3) 07/04/08 07/05/08 04/04/16 NAP NAP
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
--------------------------------------------------------------------------------------------------------------------------------
2 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
3 5 79 Interest Only LO(29)/Defeasance(50)/Free(5) 07/08/08 07/09/08 09/08/12 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
4 5 115 Interest Only LO(29)/Defeasance(87)/Free(4) 07/08/08 07/09/08 10/08/15 NAP NAP
4.1
4.2
4.3
4.4
4.5
4.6
4.7
--------------------------------------------------------------------------------------------------------------------------------
5 3 81 360 LO(27)/Defeasance(53)/Free(4) 06/30/08 07/01/08 11/30/12 NAP NAP
5.1
5.2
--------------------------------------------------------------------------------------------------------------------------------
6 11 109 360 LO(59)/Grtr1%UPBorYM(57)/Free(4) 06/30/10 NAP NAP 07/01/10 03/31/15
7 8 112 360 LO(32)/Defeasance(85)/Free(3) 07/10/08 07/11/08 08/10/15 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
8 0 120 300 LO(24)/Defeasance(93)/Free(3) 07/10/08 07/11/08 04/10/16 NAP NAP
9 0 120 300 LO(24)/Defeasance(93)/Free(3) 07/10/08 07/11/08 04/10/16 NAP NAP
10 0 120 300 LO(24)/Defeasance(93)/Free(3) 07/10/08 07/11/08 04/10/16 NAP NAP
11 0 120 300 LO(24)/Defeasance(93)/Free(3) 07/10/08 07/11/08 04/10/16 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
12 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
13 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
14 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
15 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
16 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
17 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
18 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
19 5 115 360 LO(29)/Defeasance(89)/Free(2) 07/10/08 07/11/08 12/10/15 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
20 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
21 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
22 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
23 1 119 360 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
24 4 116 360 LO(28)/Defeasance(88)/Free(4) 07/10/08 07/11/08 11/10/15 NAP NAP
25 4 116 360 LO(28)/Defeasance(85)/Free(7) 07/10/08 07/11/08 08/10/15 NAP NAP
26 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
27 2 118 360 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
28 2 118 358 LO(26)/Grtr1%UPBorYM(91)/Free(3) 07/10/08 NAP NAP 07/11/08 02/10/16
29 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
30 6 114 360 LO(30)/Defeasance(86)/Free(4) 07/10/08 07/11/08 09/10/15 NAP NAP
31 1 119 360 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
32 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
33 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
34 3 117 420 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
35 5 115 355 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
36 3 117 420 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
37 0 120 300 LO(36)/Defeasance(80)/Free(4) 06/30/09 07/01/09 02/29/16 NAP NAP
38 1 119 360 LO(25)/Grtr1%UPBorYM(91)/Free(4) 07/10/08 NAP NAP 07/11/08 02/10/16
39 3 117 360 LO(27)/Defeasance(89)/Free(4) 07/10/08 07/11/08 12/10/15 NAP NAP
40 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
41 2 118 360 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
42 6 114 294 LO(30)/Defeasance(87)/Free(3) 07/10/08 07/11/08 10/10/15 NAP NAP
43 2 118 360 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
44 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
45 4 56 Interest Only LO(28)/Defeasance(30)/Free(2) 07/10/08 07/11/08 01/10/11 NAP NAP
46 5 115 295 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
47 2 58 298 LO(26)/Defeasance(31)/Free(3) 07/10/08 07/11/08 02/10/11 NAP NAP
48 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
49 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
50 6 114 354 LO(30)/Defeasance(86)/Free(4) 07/10/08 07/11/08 09/10/15 NAP NAP
51 5 115 360 LO(29)/Defeasance(87)/Free(4) 07/10/08 07/11/08 10/10/15 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
52 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
53 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
54 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
55 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
56 3 117 360 LO(36)/Defeasance(81)/Free(3) 03/31/09 04/01/09 12/31/15 NAP NAP
57 1 119 359 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
58 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
59 7 89 Interest Only LO(31)/2%+YM(62)/Free(3) 07/10/08 NAP NAP 07/11/08 09/10/13
--------------------------------------------------------------------------------------------------------------------------------
60 5 55 355 LO(29)/Defeasance(28)/Free(3) 07/10/08 07/11/08 11/10/10 NAP NAP
61 5 55 355 LO(29)/Defeasance(28)/Free(3) 07/10/08 07/11/08 11/10/10 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
62 4 80 Interest Only LO(28)/Defeasance(54)/Free(2) 07/10/08 07/11/08 01/10/13 NAP NAP
63 1 119 360 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
64 2 118 358 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
65 2 118 358 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
65.1
65.2
65.3
--------------------------------------------------------------------------------------------------------------------------------
66 1 119 360 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
67 1 119 360 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
68 1 119 360 LO(25)/Grtr1%UPBorYM(92)/Free(3) 07/10/08 NAP NAP 07/11/08 03/10/16
69 1 119 360 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
70 3 117 357 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
70.1
70.2
--------------------------------------------------------------------------------------------------------------------------------
71 5 115 360 LO(29)/Defeasance(87)/Free(4) 07/10/08 07/11/08 10/10/15 NAP NAP
72 1 119 360 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
73 3 117 357 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
74 2 118 358 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
74.1
74.2
--------------------------------------------------------------------------------------------------------------------------------
75 2 118 358 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
75.1
75.2
--------------------------------------------------------------------------------------------------------------------------------
76 2 118 360 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
77 5 115 420 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
78 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
79 4 116 356 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
80 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
81 2 118 358 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
82 5 115 295 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
83 5 115 295 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
84 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
85 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
86 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
87 1 119 359 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
88 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
89 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
90 1 119 359 LO(36)/Defeasance(80)/Free(4) 05/31/09 06/01/09 01/31/16 NAP NAP
91 2 118 358 LO(26)/Defeasance(89)/Free(5) 07/10/08 07/11/08 12/10/15 NAP NAP
92 5 115 360 LO(29)/Defeasance(87)/Free(4) 07/10/08 07/11/08 10/10/15 NAP NAP
93 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
94 2 118 360 LO(26)/Defeasance(90)/Free(4) 07/10/08 07/11/08 01/10/16 NAP NAP
95 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
96 4 116 356 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
97 5 175 360 LO(29)/Defeasance(148)/Free(3) 07/10/08 07/11/08 11/10/20 NAP NAP
98 0 120 360 LO(59)/Grtr1%UPBorYM(58)/Free(3) 05/31/11 NAP NAP 06/01/11 03/31/16
99 0 120 360 LO(59)/Grtr1%UPBorYM(57)/Free(4) 05/31/11 NAP NAP 06/01/11 02/29/16
100 3 117 Interest Only LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
101 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
102 2 118 Interest Only LO(26)/Grtr1%UPBorYM(91)/Free(3) 07/10/08 NAP NAP 07/11/08 02/10/16
103 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
104 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
105 1 119 360 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
106 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
107 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
108 3 117 360 LO(27)/Defeasance(89)/Free(4) 07/10/08 07/11/08 12/10/15 NAP NAP
109 1 119 299 LO(36)/Defeasance(80)/Free(4) 05/31/09 06/01/09 01/31/16 NAP NAP
110 4 116 Interest Only LO(28)/2%+YM(89)/Free(3) 07/10/08 NAP NAP 07/11/08 12/10/15
111 1 179 359 LO(36)/Defeasance(140)/Free(4) 05/31/09 06/01/09 01/31/21 NAP NAP
112 1 119 299 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
113 1 119 360 LO(35)/Grtr1%UPBorYM(82)/Free(3) 04/30/09 NAP NAP 05/01/09 02/29/16
114 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
115 2 118 358 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
116 5 175 355 LO(29)/Defeasance(148)/Free(3) 07/10/08 07/11/08 11/10/20 NAP NAP
117 3 117 300 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
118 4 116 360 LO(28)/YM(89)/Free(3) (Note 13) 07/10/08 NAP NAP 07/11/08 12/10/15
119 8 112 292 LO(32)/Defeasance(85)/Free(3) 07/10/08 07/11/08 08/10/15 NAP NAP
120 5 115 355 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
121 6 114 360 LO(30)/Defeasance(87)/Free(3) 07/10/08 07/11/08 10/10/15 NAP NAP
122 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
123 5 115 355 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
124 4 176 360 LO(28)/Defeasance(149)/Free(3) 07/10/08 07/11/08 12/10/20 NAP NAP
125 4 176 360 LO(28)/Defeasance(149)/Free(3) 07/10/08 07/11/08 12/10/20 NAP NAP
126 4 176 360 LO(28)/Defeasance(149)/Free(3) 07/10/08 07/11/08 12/10/20 NAP NAP
--------------------------------------------------------------------------------------------------------------------------------
127 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
128 3 117 360 LO(27)/Defeasance(89)/Free(4) 07/10/08 07/11/08 12/10/15 NAP NAP
129 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
130 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
131 4 116 Interest Only LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
132 5 115 355 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
133 4 116 296 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
134 1 119 360 LO(36)/Defeasance(80)/Free(4) 05/31/09 06/01/09 01/31/16 NAP NAP
135 4 116 360 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
136 3 117 360 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
137 2 118 298 LO(26)/Grtr1%UPBorYM(91)/Free(3) 07/10/08 NAP NAP 07/11/08 02/10/16
138 3 117 357 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
139 2 118 358 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
140 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
141 12 108 348 LO(36)/Grtr1%UPBorYM(82)/Free(2) 07/10/08 NAP NAP 07/11/08 05/10/15
142 9 111 351 LO(33)/Defeasance(84)/Free(3) 07/10/08 07/11/08 07/10/15 NAP NAP
143 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
144 2 118 298 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
145 0 120 300 LO(36)/Defeasance(80)/Free(4) 06/30/09 07/01/09 02/29/16 NAP NAP
146 1 119 360 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
147 5 175 360 LO(29)/Defeasance(148)/Free(3) 07/10/08 07/11/08 11/10/20 NAP NAP
148 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
149 1 119 299 LO(25)/Defeasance(91)/Free(4) 07/10/08 07/11/08 02/10/16 NAP NAP
150 1 119 359 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
151 1 119 359 LO(25)/Defeasance(92)/Free(3) 07/10/08 07/11/08 03/10/16 NAP NAP
152 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
153 3 117 357 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
154 3 117 357 LO(27)/Defeasance(90)/Free(3) 07/10/08 07/11/08 01/10/16 NAP NAP
155 10 74 350 LO(34)/Defeasance(47)/Free(3) 07/10/08 07/11/08 06/10/12 NAP NAP
156 5 115 360 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
157 4 116 356 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
158 1 119 359 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
159 1 119 359 LO(36)/Defeasance(81)/Free(3) 05/31/09 06/01/09 02/29/16 NAP NAP
160 2 118 360 LO(26)/Defeasance(91)/Free(3) 07/10/08 07/11/08 02/10/16 NAP NAP
161 5 115 355 LO(29)/Defeasance(88)/Free(3) 07/10/08 07/11/08 11/10/15 NAP NAP
162 0 120 360 LO(59)/Grtr1%UPBorYM(57)/Free(4) 05/31/11 NAP NAP 06/01/11 02/29/16
163 7 113 353 LO(31)/Defeasance(86)/Free(3) 07/10/08 07/11/08 09/10/15 NAP NAP
164 4 116 356 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
165 4 116 356 LO(28)/Defeasance(89)/Free(3) 07/10/08 07/11/08 12/10/15 NAP NAP
166 0 120 360 LO(36)/Defeasance(81)/Free(3) 06/30/09 07/01/09 03/31/16 NAP NAP
YIELD
MAINTENANCE
PREPAY- INTEREST RATE
MENT PREPAY- YIELD CONVERTED TO YIELD
PENALTY MENT MAINTENANCE MONTHLY MAINTENANCE
LOAN START PENALTY YIELD MAINTENANCE INTEREST MORTGAGE DISCOUNTING PROPERTY PROPERTY
NUMBER DATE END DATE CALCULATION METHOD RATE RATE HORIZON SIZE SIZE TYPE
---------------------------------------------------------------------------------------------------------------------------
1 NAP NAP NAP NAP NAP NAP 10,974,960 SF
1.1 535,000 SF
1.2 218,323 SF
1.3 494,000 SF
1.4 126,658 SF
1.5 94,418 SF
1.6 84,379 SF
1.7 347,000 SF
1.8 119,842 SF
1.9 100,803 SF
1.10 99,101 SF
1.11 112,794 SF
1.12 94,120 SF
1.13 90,494 SF
1.14 90,499 SF
1.15 90,499 SF
1.16 97,537 SF
1.17 105,923 SF
1.18 106,238 SF
1.19 90,514 SF
1.20 90,441 SF
1.21 102,205 SF
1.22 124,761 SF
1.23 90,585 SF
1.24 94,106 SF
1.25 94,225 SF
1.26 94,705 SF
1.27 100,247 SF
1.28 102,327 SF
1.29 90,464 SF
1.30 98,030 SF
1.31 94,076 SF
1.32 100,010 SF
1.33 99,279 SF
1.34 101,483 SF
1.35 98,005 SF
1.36 90,461 SF
1.37 90,414 SF
1.38 77,690 SF
1.39 97,931 SF
1.40 103,875 SF
1.41 97,961 SF
1.42 100,800 SF
1.43 96,325 SF
1.44 101,688 SF
1.45 86,739 SF
1.46 94,130 SF
1.47 81,171 SF
1.48 93,845 SF
1.49 94,413 SF
1.50 98,160 SF
1.51 97,859 SF
1.52 94,230 SF
1.53 94,222 SF
1.54 84,375 SF
1.55 94,237 SF
1.56 71,846 SF
1.57 83,363 SF
1.58 88,161 SF
1.59 71,847 SF
1.60 91,012 SF
1.61 65,459 SF
1.62 87,954 SF
1.63 66,745 SF
1.64 88,030 SF
1.65 90,334 SF
1.66 71,806 SF
1.67 100,761 SF
1.68 66,735 SF
1.69 90,505 SF
1.70 116,992 SF
1.71 77,559 SF
1.72 94,250 SF
1.73 94,248 SF
1.74 90,430 SF
1.75 94,013 SF
1.76 100,843 SF
1.77 94,336 SF
1.78 66,781 SF
1.79 75,844 SF
1.80 67,256 SF
1.81 94,230 SF
1.82 75,775 SF
1.83 73,956 SF
1.84 66,784 SF
1.85 66,827 SF
1.86 70,118 SF
1.87 83,179 SF
1.88 66,713 SF
1.89 90,526 SF
1.90 73,956 SF
1.91 83,180 SF
1.92 94,042 SF
1.93 94,068 SF
1.94 75,844 SF
1.95 90,430 SF
1.96 90,510 SF
1.97 71,839 SF
1.98 83,211 SF
1.99 94,136 SF
1.100 75,844 SF
1.101 71,345 SF
1.102 94,225 SF
1.103 71,340 SF
1.104 75,063 SF
1.105 94,091 SF
1.106 15,060 SF
1.107 14,265 SF
1.108 60,985 SF
1.109 28,953 SF
1.110 90,590 SF
1.111 80,327 SF
1.112 12,821 SF
---------------------------------------------------------------------------------------------------------------------------
2 NAP NAP NAP NAP NAP NAP 636,922 SF
3 NAP NAP NAP NAP NAP NAP 486,081 SF
---------------------------------------------------------------------------------------------------------------------------
4 NAP NAP NAP NAP NAP NAP 915,558 SF
4.1 207,583 SF
4.2 214,581 SF
4.3 124,515 SF
4.4 127,064 SF
4.5 70,110 SF
4.6 70,716 SF
4.7 100,989 SF
---------------------------------------------------------------------------------------------------------------------------
5 NAP NAP NAP NAP NAP NAP 580 Rooms
5.1 271 Rooms
5.2 309 Rooms
---------------------------------------------------------------------------------------------------------------------------
6 NAP NAP Present Value Treasury Flat Yes Maturity 422 Units
7 NAP NAP NAP NAP NAP NAP 270,097 SF
---------------------------------------------------------------------------------------------------------------------------
8 NAP NAP NAP NAP NAP NAP 198 Rooms
9 NAP NAP NAP NAP NAP NAP 125 Rooms
10 NAP NAP NAP NAP NAP NAP 70 Rooms
11 NAP NAP NAP NAP NAP NAP 70 Rooms
---------------------------------------------------------------------------------------------------------------------------
12 NAP NAP NAP NAP NAP NAP 310,000 SF
13 NAP NAP NAP NAP NAP NAP 145,000 SF
14 NAP NAP NAP NAP NAP NAP 91,644 SF
15 NAP NAP NAP NAP NAP NAP 121,750 SF
16 NAP NAP NAP NAP NAP NAP 138,390 SF
17 NAP NAP NAP NAP NAP NAP 32,500 SF
18 NAP NAP NAP NAP NAP NAP 14,000 SF
19 NAP NAP NAP NAP NAP NAP 7,490 SF
---------------------------------------------------------------------------------------------------------------------------
20 NAP NAP NAP NAP NAP NAP 105,472 SF
21 NAP NAP NAP NAP NAP NAP 302,843 SF
22 NAP NAP NAP NAP NAP NAP 390 Units
23 NAP NAP NAP NAP NAP NAP 439,451 SF
24 NAP NAP NAP NAP NAP NAP 334,195 SF
25 NAP NAP NAP NAP NAP NAP 121,300 SF
26 NAP NAP NAP NAP NAP NAP 793,593 SF
27 NAP NAP NAP NAP NAP NAP 508 Units
28 NAP NAP Interest Differential (Monthly) Treasury Flat Yes Maturity 115,367 SF
29 NAP NAP NAP NAP NAP NAP 147,889 SF
30 NAP NAP NAP NAP NAP NAP 350 Units
31 NAP NAP NAP NAP NAP NAP 149,342 SF
32 NAP NAP NAP NAP NAP NAP 216 Units
33 NAP NAP NAP NAP NAP NAP 295,700 SF
34 NAP NAP NAP NAP NAP NAP 93,345 SF
35 NAP NAP NAP NAP NAP NAP 143,148 SF
36 NAP NAP NAP NAP NAP NAP 104,077 SF
37 NAP NAP NAP NAP NAP NAP 400,000 SF
38 NAP NAP Interest Differential (Monthly) Treasury Flat Yes Maturity 124,136 SF
39 NAP NAP NAP NAP NAP NAP 216 Units
40 NAP NAP NAP NAP NAP NAP 121,038 SF
41 NAP NAP NAP NAP NAP NAP 76,238 SF
42 NAP NAP NAP NAP NAP NAP 255 Rooms
43 NAP NAP NAP NAP NAP NAP 150,678 SF
44 NAP NAP NAP NAP NAP NAP 209,250 SF
45 NAP NAP NAP NAP NAP NAP 464 Units
46 NAP NAP NAP NAP NAP NAP 219 Rooms
47 NAP NAP NAP NAP NAP NAP 155 Rooms
48 NAP NAP NAP NAP NAP NAP 116,049 SF
49 NAP NAP NAP NAP NAP NAP 324 Units
50 NAP NAP NAP NAP NAP NAP 127,354 SF
51 NAP NAP NAP NAP NAP NAP 350 Units
---------------------------------------------------------------------------------------------------------------------------
52 NAP NAP NAP NAP NAP NAP 192 Units
53 NAP NAP NAP NAP NAP NAP 132 Units
---------------------------------------------------------------------------------------------------------------------------
54 NAP NAP NAP NAP NAP NAP 32,238 SF
55 NAP NAP NAP NAP NAP NAP 130,706 SF
56 NAP NAP NAP NAP NAP NAP 124,000 SF
57 NAP NAP NAP NAP NAP NAP 23,218 SF
58 NAP NAP NAP NAP NAP NAP 126,088 SF
59 NAP NAP PV Yield Differential Treasury Flat Yes WAL 86,872 SF
---------------------------------------------------------------------------------------------------------------------------
60 NAP NAP NAP NAP NAP NAP 102 Units
61 NAP NAP NAP NAP NAP NAP 100 Units
---------------------------------------------------------------------------------------------------------------------------
62 NAP NAP NAP NAP NAP NAP 400 Units
63 NAP NAP NAP NAP NAP NAP 289 Units
64 NAP NAP NAP NAP NAP NAP 475 Units
---------------------------------------------------------------------------------------------------------------------------
65 NAP NAP NAP NAP NAP NAP 248 Rooms
65.1 83 Rooms
65.2 87 Rooms
65.3 78 Rooms
---------------------------------------------------------------------------------------------------------------------------
66 NAP NAP NAP NAP NAP NAP 80,998 SF
67 NAP NAP NAP NAP NAP NAP 74,549 SF
68 NAP NAP Interest Differential (Monthly) Treasury Flat Yes Maturity 47,174 SF
69 NAP NAP NAP NAP NAP NAP 110,725 SF
---------------------------------------------------------------------------------------------------------------------------
70 NAP NAP NAP NAP NAP NAP 209 Units
70.1 105 Units
70.2 104 Units
---------------------------------------------------------------------------------------------------------------------------
71 NAP NAP NAP NAP NAP NAP 89,931 SF
72 NAP NAP NAP NAP NAP NAP 15,000 SF
73 NAP NAP NAP NAP NAP NAP 107,598 SF
---------------------------------------------------------------------------------------------------------------------------
74 NAP NAP NAP NAP NAP NAP 197 Rooms
74.1 115 Rooms
74.2 82 Rooms
---------------------------------------------------------------------------------------------------------------------------
75 NAP NAP NAP NAP NAP NAP 202 Rooms
75.1 114 Rooms
75.2 88 Rooms
---------------------------------------------------------------------------------------------------------------------------
76 NAP NAP NAP NAP NAP NAP 65,000 SF
77 NAP NAP NAP NAP NAP NAP 29,620 SF
78 NAP NAP NAP NAP NAP NAP 144,298 SF
79 NAP NAP NAP NAP NAP NAP 238,881 SF
80 NAP NAP NAP NAP NAP NAP 306,619 SF
81 NAP NAP NAP NAP NAP NAP 60,056 SF
82 NAP NAP NAP NAP NAP NAP 215,581 SF
83 NAP NAP NAP NAP NAP NAP 90 Rooms
84 NAP NAP NAP NAP NAP NAP 219,304 SF
85 NAP NAP NAP NAP NAP NAP 121,000 SF
86 NAP NAP NAP NAP NAP NAP 180,252 SF
87 NAP NAP NAP NAP NAP NAP 50,192 SF
88 NAP NAP NAP NAP NAP NAP 97,061 SF
89 NAP NAP NAP NAP NAP NAP 50,955 SF
90 NAP NAP NAP NAP NAP NAP 198 Units
91 NAP NAP NAP NAP NAP NAP 72,212 SF
92 NAP NAP NAP NAP NAP NAP 70,548 SF
93 NAP NAP NAP NAP NAP NAP 124,698 SF
94 NAP NAP NAP NAP NAP NAP 98,972 SF
95 NAP NAP NAP NAP NAP NAP 40,000 SF
96 NAP NAP NAP NAP NAP NAP 108,160 SF
97 NAP NAP NAP NAP NAP NAP 14,490 SF
98 NAP NAP Present Value Treasury Flat Yes Maturity 292 Units
99 NAP NAP Present Value Treasury Flat Yes Maturity 78 Rooms
100 NAP NAP NAP NAP NAP NAP 58,413 SF
101 NAP NAP NAP NAP NAP NAP 271 Units
102 NAP NAP Interest Differential (Monthly) Treasury Flat Yes Maturity 58,366 SF
103 NAP NAP NAP NAP NAP NAP 59,306 SF
104 NAP NAP NAP NAP NAP NAP 86,436 SF
105 NAP NAP NAP NAP NAP NAP 61,310 SF
106 NAP NAP NAP NAP NAP NAP 138 Units
107 NAP NAP NAP NAP NAP NAP 37,500 SF
108 NAP NAP NAP NAP NAP NAP 82,825 SF
109 NAP NAP NAP NAP NAP NAP 128 Units
110 NAP NAP PV Yield Differential Treasury Flat Yes WAL 57,416 SF
111 NAP NAP NAP NAP NAP NAP 126 Units
112 NAP NAP NAP NAP NAP NAP 200 Rooms
113 NAP NAP Present Value Treasury Flat Yes Maturity 35,149 SF
114 NAP NAP NAP NAP NAP NAP 248 Units
115 NAP NAP NAP NAP NAP NAP 67 Units
116 NAP NAP NAP NAP NAP NAP 29,652 SF
117 NAP NAP NAP NAP NAP NAP 384 Units
118 NAP NAP Interest Differential (Annual) Treasury Flat No Specified 22,035 SF
119 NAP NAP NAP NAP NAP NAP 107 Rooms
120 NAP NAP NAP NAP NAP NAP 60,535 SF
121 NAP NAP NAP NAP NAP NAP 150 Units
122 NAP NAP NAP NAP NAP NAP 39,772 SF
123 NAP NAP NAP NAP NAP NAP 54,516 SF
---------------------------------------------------------------------------------------------------------------------------
124 NAP NAP NAP NAP NAP NAP 52,907 SF
125 NAP NAP NAP NAP NAP NAP 6,783 SF
126 NAP NAP NAP NAP NAP NAP 6,770 SF
---------------------------------------------------------------------------------------------------------------------------
127 NAP NAP NAP NAP NAP NAP 41,355 SF
128 NAP NAP NAP NAP NAP NAP 107,021 SF
129 NAP NAP NAP NAP NAP NAP 92 Units
130 NAP NAP NAP NAP NAP NAP 41,965 SF
131 NAP NAP NAP NAP NAP NAP 51,048 SF
132 NAP NAP NAP NAP NAP NAP 84,146 SF
133 NAP NAP NAP NAP NAP NAP 74 Rooms
134 NAP NAP NAP NAP NAP NAP 136 Units
135 NAP NAP NAP NAP NAP NAP 34,263 SF
136 NAP NAP NAP NAP NAP NAP 46,648 SF
137 NAP NAP Interest Differential (Annual) Treasury Flat No Specified 111 Rooms
138 NAP NAP NAP NAP NAP NAP 168 Units
139 NAP NAP NAP NAP NAP NAP 18,398 SF
140 NAP NAP NAP NAP NAP NAP 123,986 SF
141 NAP NAP Interest Differential (Annual) Treasury Flat No Specified 28,526 SF
142 NAP NAP NAP NAP NAP NAP 43,100 SF
143 NAP NAP NAP NAP NAP NAP 57 Units
144 NAP NAP NAP NAP NAP NAP 114 Rooms
145 NAP NAP NAP NAP NAP NAP 75 Rooms
146 NAP NAP NAP NAP NAP NAP 16,134 SF
147 NAP NAP NAP NAP NAP NAP 14,820 SF
148 NAP NAP NAP NAP NAP NAP 27,825 SF
149 NAP NAP NAP NAP NAP NAP 11,590 SF
150 NAP NAP NAP NAP NAP NAP 25,048 SF
151 NAP NAP NAP NAP NAP NAP 45,056 SF
152 NAP NAP NAP NAP NAP NAP 36,036 SF
153 NAP NAP NAP NAP NAP NAP 17,272 SF
154 NAP NAP NAP NAP NAP NAP 8,815 SF
155 NAP NAP NAP NAP NAP NAP 11,200 SF
156 NAP NAP NAP NAP NAP NAP 15,030 SF
157 NAP NAP NAP NAP NAP NAP 30,823 SF
158 NAP NAP NAP NAP NAP NAP 21,044 SF
159 NAP NAP NAP NAP NAP NAP 124 Units
160 NAP NAP NAP NAP NAP NAP 54,064 SF
161 NAP NAP NAP NAP NAP NAP 20,000 SF
162 NAP NAP Present Value Treasury Flat Yes Maturity 126 Units
163 NAP NAP NAP NAP NAP NAP 11,180 SF
164 NAP NAP NAP NAP NAP NAP 11,180 SF
165 NAP NAP NAP NAP NAP NAP 11,180 SF
166 NAP NAP NAP NAP NAP NAP 32 Units
OCCUPANCY
LOAN OCCUPANCY AS OF
NUMBER YEAR BUILT YEAR RENOVATED PERCENTAGE DATE
--------------------------------------------------------------------------------------------------------
1 100% 05/31/06
1.1 2000 2004 100% 05/31/06
1.2 2000 NAP 100% 05/31/06
1.3 1987 1992 100% 05/31/06
1.4 1979 2003 100% 05/31/06
1.5 1989 2004 100% 05/31/06
1.6 1987 2004 100% 05/31/06
1.7 1992 1997 100% 05/31/06
1.8 1993 NAP 100% 05/31/06
1.9 1991 2004 100% 05/31/06
1.10 1980 2004 100% 05/31/06
1.11 1971 2004 100% 05/31/06
1.12 1988 1994 100% 05/31/06
1.13 1971 1994 100% 05/31/06
1.14 1981 NAP 100% 05/31/06
1.15 1981 1992 100% 05/31/06
1.16 1986 NAP 100% 05/31/06
1.17 1966 2002 100% 05/31/06
1.18 1989 NAP 100% 05/31/06
1.19 1985 1992 100% 05/31/06
1.20 1984 1992 100% 05/31/06
1.21 1985 1994 100% 05/31/06
1.22 1969 2004 100% 05/31/06
1.23 1987 1999 100% 05/31/06
1.24 1988 NAP 100% 05/31/06
1.25 1990 2003 100% 05/31/06
1.26 1978 2003 100% 05/31/06
1.27 1969 2004 100% 05/31/06
1.28 1987 NAP 100% 05/31/06
1.29 1984 1992 100% 05/31/06
1.30 1979 1994 100% 05/31/06
1.31 1986 NAP 100% 05/31/06
1.32 1979 1994 100% 05/31/06
1.33 1995 NAP 100% 05/31/06
1.34 1968 2000 100% 05/31/06
1.35 1980 1994 100% 05/31/06
1.36 1983 1993 100% 05/31/06
1.37 1985 1993 100% 05/31/06
1.38 1995 NAP 100% 05/31/06
1.39 1981 1994 100% 05/31/06
1.40 1983 1993 100% 05/31/06
1.41 1980 1994 100% 05/31/06
1.42 1990 NAP 100% 05/31/06
1.43 1972 1995 100% 05/31/06
1.44 1996 NAP 100% 05/31/06
1.45 1983 1993 100% 05/31/06
1.46 1972 1995 100% 05/31/06
1.47 1981 1994 100% 05/31/06
1.48 1978 1993 100% 05/31/06
1.49 1989 NAP 100% 05/31/06
1.50 1982 1994 100% 05/31/06
1.51 1993 NAP 100% 05/31/06
1.52 1988 NAP 100% 05/31/06
1.53 1991 NAP 100% 05/31/06
1.54 1986 1995 100% 05/31/06
1.55 1988 NAP 100% 05/31/06
1.56 1973 NAP 100% 05/31/06
1.57 1989 NAP 100% 05/31/06
1.58 1978 1992 100% 05/31/06
1.59 1972 NAP 100% 05/31/06
1.60 1982 1993 100% 05/31/06
1.61 1967 2002 100% 05/31/06
1.62 1977 1995 100% 05/31/06
1.63 1985 NAP 100% 05/31/06
1.64 1977 1995 100% 05/31/06
1.65 1985 NAP 100% 05/31/06
1.66 1991 NAP 100% 05/31/06
1.67 1991 NAP 100% 05/31/06
1.68 1984 NAP 100% 05/31/06
1.69 1985 NAP 100% 05/31/06
1.70 1992 NAP 100% 05/31/06
1.71 1996 NAP 100% 05/31/06
1.72 1970 NAP 100% 05/31/06
1.73 1990 NAP 100% 05/31/06
1.74 1985 NAP 100% 05/31/06
1.75 1988 NAP 100% 05/31/06
1.76 1989 NAP 100% 05/31/06
1.77 1989 NAP 100% 05/31/06
1.78 1984 1993 100% 05/31/06
1.79 1995 NAP 100% 05/31/06
1.80 1984 1992 100% 05/31/06
1.81 1988 NAP 100% 05/31/06
1.82 1994 NAP 100% 05/31/06
1.83 1994 NAP 100% 05/31/06
1.84 1985 1993 100% 05/31/06
1.85 1984 1994 100% 05/31/06
1.86 1985 1993 100% 05/31/06
1.87 1971 NAP 100% 05/31/06
1.88 1984 1993 100% 05/31/06
1.89 1986 NAP 100% 05/31/06
1.90 1994 NAP 100% 05/31/06
1.91 1990 NAP 100% 05/31/06
1.92 1988 NAP 100% 05/31/06
1.93 1986 NAP 100% 05/31/06
1.94 1995 NAP 100% 05/31/06
1.95 1986 NAP 100% 05/31/06
1.96 1986 NAP 100% 05/31/06
1.97 1993 NAP 100% 05/31/06
1.98 1989 NAP 100% 05/31/06
1.99 1989 NAP 100% 05/31/06
1.100 1994 NAP 100% 05/31/06
1.101 1991 NAP 100% 05/31/06
1.102 1989 NAP 100% 05/31/06
1.103 1990 NAP 100% 05/31/06
1.104 1984 1995 100% 05/31/06
1.105 1987 NAP 100% 05/31/06
1.106 2005 NAP 100% 05/31/06
1.107 2005 NAP 100% 05/31/06
1.108 1971 NAP 100% 05/31/06
1.109 2000 NAP 100% 05/31/06
1.110 1987 NAP 100% 05/31/06
1.111 1985 NAP 100% 05/31/06
1.112 1982 NAP 100% 05/31/06
--------------------------------------------------------------------------------------------------------
2 1989-2006 NAP 99% 02/17/06
3 1987 & 1988 NAP 79% 12/31/05
--------------------------------------------------------------------------------------------------------
4 95% 01/05/06
4.1 1977 NAP 95% 01/05/06
4.2 1971 NAP 100% 01/05/06
4.3 1972 2005 98% 01/05/06
4.4 1980 2005 82% 01/05/06
4.5 1981 NAP 97% 01/05/06
4.6 1971 NAP 86% 01/05/06
4.7 1982 NAP 100% 01/05/06
--------------------------------------------------------------------------------------------------------
5 58% 12/31/05
5.1 2001 NAP 58% 12/31/05
5.2 1997 2005 59% 12/31/05
--------------------------------------------------------------------------------------------------------
6 2005 NAP 85% 05/23/06
7 1983 2005 90% 12/31/05
--------------------------------------------------------------------------------------------------------
8 2005 NAP 62% 03/31/06
9 2003 NAP 74% 03/31/06
10 1999 2005 68% 03/31/06
11 1999 NAP 68% 03/31/06
--------------------------------------------------------------------------------------------------------
12 2005 NAP 100% 03/01/06
13 2002 NAP 79% 03/01/06
14 2003 NAP 66% 03/01/06
15 2004 NAP 100% 03/01/06
16 2001 NAP 68% 03/01/06
17 1997, 1998 NAP 77% 03/01/06
18 2005 NAP 100% 03/01/06
19 2001 NAP 93% 03/01/06
--------------------------------------------------------------------------------------------------------
20 1976 2002 96% 04/17/06
21 1989 NAP 88% 04/01/06
22 1969-1971 2005 95% 02/08/06
23 1962 2005 92% 05/11/06
24 1985 2006 97% 01/20/06
25 2002 & 2005 NAP 99% 01/17/06
26 1988-1992 2000 83% 02/13/06
27 1981 NAP 95% 12/31/05
28 2005 NAP 81% 03/02/06
29 1972 2002 97% 11/17/05
30 1997 NAP 92% 04/07/06
31 1998 NAP 100% 04/01/06
32 1984 2003 95% 12/01/05
33 1978, 1981, 1982 2001, 2001, NAP 93% 01/23/06
34 1997-1999 NAP 100% 02/28/06
35 1999 NAP 100% 12/21/05
36 1999-2000 NAP 100% 02/28/06
37 2000 2006 100% 04/01/06
38 1910 & 1929 1998 & 2000 83% 04/07/06
39 2003 NAP 100% 01/19/06
40 1967 2005 100% 02/02/06
41 1991 NAP 93% 03/01/06
42 1971, 1981, 1989 2005 77% 12/31/05
43 1971 & 1998 2004 100% 03/01/06
44 1954, 1978, 1979 2001 100% 02/07/06
45 1987 2002 96% 11/21/05
46 1979 2004 78% 11/30/05
47 2000 NAP 78% 12/31/05
48 1982, 2001 NAP 89% 02/01/06
49 1973 NAP 93% 03/14/06
50 1988 NAP 100% 11/30/05
51 1986 NAP 94% 11/14/05
--------------------------------------------------------------------------------------------------------
52 1998-1999 NAP 94% 02/08/06
53 1997 NAP 98% 02/08/06
--------------------------------------------------------------------------------------------------------
54 2003-2004 NAP 97% 01/01/06
55 1986 2004 & 2005 100% 12/29/05
56 2001 NAP 100% 02/21/06
57 1951 2006 100% 04/01/06
58 1997 NAP 100% 03/30/06
59 1900s-1960s 2001-2005 97% 03/01/06
--------------------------------------------------------------------------------------------------------
60 1972 2004 96% 11/11/05
61 1987 2004 96% 11/14/05
--------------------------------------------------------------------------------------------------------
62 1985 NAP 96% 12/07/05
63 2000 NAP 90% 03/13/06
64 1972-1985 2005 94% 03/24/06
--------------------------------------------------------------------------------------------------------
65 76% 12/31/05
65.1 2000 NAP 82% 12/31/05
65.2 1995 2002 72% 12/31/05
65.3 1999 2002 73% 12/31/05
--------------------------------------------------------------------------------------------------------
66 1986 1997 100% 02/28/06
67 2003 NAP 92% 04/14/06
68 2005 NAP 100% 05/08/06
69 1990 2005-2006 100% 04/26/06
--------------------------------------------------------------------------------------------------------
70 99% Various
70.1 2004 NAP 97% 11/22/05
70.2 2000-2002 NAP 100% 10/26/05
--------------------------------------------------------------------------------------------------------
71 1903 1985, 2005 100% 10/01/05
72 1946-1948, 1957 2006 87% 04/01/06
73 2002 2004-2005 100% 02/28/06
--------------------------------------------------------------------------------------------------------
74 73% 12/31/05
74.1 1997 2002 73% 12/31/05
74.2 1999 2003 73% 12/31/05
--------------------------------------------------------------------------------------------------------
75 76% 12/31/05
75.1 1997 NAP 73% 12/31/05
75.2 1997 2005 80% 12/31/05
--------------------------------------------------------------------------------------------------------
76 1990 NAP 100% 04/01/06
77 2004-2005 NAP 96% 12/31/05
78 1996 NAP 100% 01/18/06
79 1960 & 1998 NAP 100% 05/10/06
80 1977, 1987, 1962, 1965/1986, 1988, 1955 1981, NAP, 2000, 1989, 2000, NAP 100% 03/13/06
81 1996 NAP 100% 11/29/05
82 1979 2001 98% 12/14/05
83 1998 2004 79% 12/31/05
84 1970 & 1972 2002 100% 12/21/05
85 2006 NAP 100% 04/24/06
86 1990 2005 100% 12/29/05
87 1972 2003 100% 04/01/06
88 1998 NAP 100% 02/28/06
89 1998 NAP 100% 11/01/05
90 1981 NAP 96% 03/31/06
91 1985-1986 2004 100% 03/31/06
92 1980 2002-2003 95% 11/07/05
93 1990 NAP 100% 12/14/05
94 1983 2004 86% 03/31/06
95 1997 2001, 2002 100% 01/12/06
96 1982 & 1986 NAP 100% 09/15/05
97 2004 NAP 100% 12/20/05
98 1971 1996 92% 03/22/06
99 2005 NAP 80% 02/28/06
100 1997 NAP 100% 02/14/06
101 1981 NAP 96% 02/14/06
102 1974 1991 100% 03/27/06
103 2002-2005 NAP 84% 02/01/06
104 1920, 1980, 1995 NAP 100% 11/11/05
105 1981 2005 100% 02/15/06
106 2005 NAP 94% 12/31/05
107 1978 1991 100% 01/12/06
108 1988 NAP 96% 10/27/05
109 1921 2000 71% 03/31/06
110 1988 NAP 99% 03/31/06
111 2003 NAP 96% 03/31/06
112 1974 1998 55% 12/31/05
113 1985 NAP 100% 04/06/06
114 1984 2005 88% 05/03/06
115 1895 2002 94% 04/24/06
116 1995 NAP 100% 11/04/05
117 1973-1980 1990 & 2004 98% 04/01/06
118 1942 & 1988 2005 93% 01/16/06
119 1990 2004 71% 12/31/05
120 2001 NAP 78% 05/10/06
121 1987 2003 95% 03/31/06
122 1983 2005 100% 01/12/06
123 1973-1976 2000 100% 12/13/05
--------------------------------------------------------------------------------------------------------
124 1994 2002 100% 01/19/06
125 2005 NAP 100% 02/27/06
126 2005 NAP 100% 02/27/06
--------------------------------------------------------------------------------------------------------
127 2005 NAP 94% 02/17/06
128 1959, 1985 2003 83% 05/08/06
129 1978 1993 98% 01/31/06
130 1997 NAP 100% 05/02/06
131 2004 NAP 81% 03/31/06
132 1984 2005 100% 10/06/05
133 2003 NAP 78% 10/31/05
134 1995 NAP 99% 03/06/06
135 1983 2004 100% 01/12/06
136 2003 NAP 100% 02/17/06
137 1997 2004 66% 12/31/05
138 1989 2002 98% 02/27/06
139 2005 NAP 80% 03/14/06
140 1964, 1968 1973 95% 03/13/06
141 1996 NAP 100% 03/10/06
142 2000 NAP 100% 08/31/05
143 1911 & 1965 2004-2005 96% 05/10/06
144 1999 NAP 63% 12/31/05
145 2000 NAP 84% 12/31/05
146 1997 NAP 100% 04/10/06
147 2005 NAP 100% 12/16/05
148 2005 NAP 100% 03/13/06
149 2005 NAP 100% 04/03/06
150 1996 NAP 100% 02/06/06
151 1995 NAP 100% 02/06/06
152 1972 1999 89% 05/09/06
153 2006 NAP 100% 02/17/06
154 1975-1976 2005 100% 01/25/06
155 1999 2004 100% 05/10/06
156 2005 NAP 79% 10/01/05
157 1981 NAP 93% 01/19/06
158 1986 NAP 100% 04/25/06
159 1949 2006 98% 04/04/06
160 1979 NAP 100% 03/13/06
161 2005 NAP 100% 09/28/05
162 1980 NAP 98% 03/02/06
163 1999 NAP 100% 03/08/06
164 1998 NAP 100% 12/06/05
165 1997 NAP 100% 12/06/05
166 1950 2006 94% 03/15/06
LARGEST LARGEST
MAJOR MAJOR LARGEST MAJOR
LOAN TENANT TENANT TENANT LEASE
NUMBER LARGEST MAJOR TENANT NRSF NRSF% MATURITY DATE SECOND LARGEST MAJOR TENANT
---------------------------------------------------------------------------------------------------------------------------------
1
1.1 ShopKo Stores, Inc. 535,000 100% 05/31/26 NAP
1.2 ShopKo Stores, Inc. 218,323 100% 05/31/26 NAP
1.3 ShopKo Stores, Inc. 494,000 100% 05/31/26 NAP
1.4 ShopKo Stores, Inc. 126,658 100% 05/31/26 NAP
1.5 ShopKo Stores, Inc. 94,418 100% 05/31/26 NAP
1.6 ShopKo Stores, Inc. 84,379 100% 05/31/26 NAP
1.7 ShopKo Stores, Inc. 347,000 100% 05/31/26 NAP
1.8 ShopKo Stores, Inc. 119,842 100% 05/31/26 NAP
1.9 ShopKo Stores, Inc. 100,803 100% 05/31/26 NAP
1.10 ShopKo Stores, Inc. 99,101 100% 05/31/26 NAP
1.11 ShopKo Stores, Inc. 112,794 100% 05/31/26 NAP
1.12 ShopKo Stores, Inc. 94,120 100% 05/31/26 NAP
1.13 ShopKo Stores, Inc. 90,494 100% 05/31/26 NAP
1.14 ShopKo Stores, Inc. 90,499 100% 05/31/26 NAP
1.15 ShopKo Stores, Inc. 90,499 100% 05/31/26 NAP
1.16 ShopKo Stores, Inc. 97,537 100% 05/31/26 NAP
1.17 ShopKo Stores, Inc. 105,923 100% 05/31/26 NAP
1.18 ShopKo Stores, Inc. 106,238 100% 05/31/26 NAP
1.19 ShopKo Stores, Inc. 90,514 100% 05/31/26 NAP
1.20 ShopKo Stores, Inc. 90,441 100% 05/31/26 NAP
1.21 ShopKo Stores, Inc. 102,205 100% 05/31/26 NAP
1.22 ShopKo Stores, Inc. 124,761 100% 05/31/26 NAP
1.23 ShopKo Stores, Inc. 90,585 100% 05/31/26 NAP
1.24 ShopKo Stores, Inc. 94,106 100% 05/31/26 NAP
1.25 ShopKo Stores, Inc. 94,225 100% 05/31/26 NAP
1.26 ShopKo Stores, Inc. 94,705 100% 05/31/26 NAP
1.27 ShopKo Stores, Inc. 100,247 100% 05/31/26 NAP
1.28 ShopKo Stores, Inc. 102,327 100% 05/31/26 NAP
1.29 ShopKo Stores, Inc. 90,464 100% 05/31/26 NAP
1.30 ShopKo Stores, Inc. 98,030 100% 05/31/26 NAP
1.31 ShopKo Stores, Inc. 94,076 100% 05/31/26 NAP
1.32 ShopKo Stores, Inc. 100,010 100% 05/31/26 NAP
1.33 ShopKo Stores, Inc. 99,279 100% 05/31/26 NAP
1.34 ShopKo Stores, Inc. 101,483 100% 05/31/26 NAP
1.35 ShopKo Stores, Inc. 98,005 100% 05/31/26 NAP
1.36 ShopKo Stores, Inc. 90,461 100% 05/31/26 NAP
1.37 ShopKo Stores, Inc. 90,414 100% 05/31/26 NAP
1.38 ShopKo Stores, Inc. 77,690 100% 05/31/26 NAP
1.39 ShopKo Stores, Inc. 97,931 100% 05/31/26 NAP
1.40 ShopKo Stores, Inc. 103,875 100% 05/31/26 NAP
1.41 ShopKo Stores, Inc. 97,961 100% 05/31/26 NAP
1.42 ShopKo Stores, Inc. 100,800 100% 05/31/26 NAP
1.43 ShopKo Stores, Inc. 96,325 100% 05/31/26 NAP
1.44 ShopKo Stores, Inc. 101,688 100% 05/31/26 NAP
1.45 ShopKo Stores, Inc. 86,739 100% 05/31/26 NAP
1.46 ShopKo Stores, Inc. 94,130 100% 05/31/26 NAP
1.47 ShopKo Stores, Inc. 81,171 100% 05/31/26 NAP
1.48 ShopKo Stores, Inc. 93,845 100% 05/31/26 NAP
1.49 ShopKo Stores, Inc. 94,413 100% 05/31/26 NAP
1.50 ShopKo Stores, Inc. 98,160 100% 05/31/26 NAP
1.51 ShopKo Stores, Inc. 97,859 100% 05/31/26 NAP
1.52 ShopKo Stores, Inc. 94,230 100% 05/31/26 NAP
1.53 ShopKo Stores, Inc. 94,222 100% 05/31/26 NAP
1.54 ShopKo Stores, Inc. 84,375 100% 05/31/26 NAP
1.55 ShopKo Stores, Inc. 94,237 100% 05/31/26 NAP
1.56 ShopKo Stores, Inc. 71,846 100% 05/31/26 NAP
1.57 ShopKo Stores, Inc. 83,363 100% 05/31/26 NAP
1.58 ShopKo Stores, Inc. 88,161 100% 05/31/26 NAP
1.59 ShopKo Stores, Inc. 71,847 100% 05/31/26 NAP
1.60 ShopKo Stores, Inc. 91,012 100% 05/31/26 NAP
1.61 ShopKo Stores, Inc. 65,459 100% 05/31/26 NAP
1.62 ShopKo Stores, Inc. 87,954 100% 05/31/26 NAP
1.63 ShopKo Stores, Inc. 66,745 100% 05/31/26 NAP
1.64 ShopKo Stores, Inc. 88,030 100% 05/31/26 NAP
1.65 ShopKo Stores, Inc. 90,334 100% 05/31/26 NAP
1.66 ShopKo Stores, Inc. 71,806 100% 05/31/26 NAP
1.67 ShopKo Stores, Inc. 100,761 100% 05/31/26 NAP
1.68 ShopKo Stores, Inc. 66,735 100% 05/31/26 NAP
1.69 ShopKo Stores, Inc. 90,505 100% 05/31/26 NAP
1.70 ShopKo Stores, Inc. 116,992 100% 05/31/26 NAP
1.71 ShopKo Stores, Inc. 77,559 100% 05/31/26 NAP
1.72 ShopKo Stores, Inc. 94,250 100% 05/31/26 NAP
1.73 ShopKo Stores, Inc. 94,248 100% 05/31/26 NAP
1.74 ShopKo Stores, Inc. 90,430 100% 05/31/26 NAP
1.75 ShopKo Stores, Inc. 94,013 100% 05/31/26 NAP
1.76 ShopKo Stores, Inc. 100,843 100% 05/31/26 NAP
1.77 ShopKo Stores, Inc. 94,336 100% 05/31/26 NAP
1.78 ShopKo Stores, Inc. 66,781 100% 05/31/26 NAP
1.79 ShopKo Stores, Inc. 75,844 100% 05/31/26 NAP
1.80 ShopKo Stores, Inc. 67,256 100% 05/31/26 NAP
1.81 ShopKo Stores, Inc. 94,230 100% 05/31/26 NAP
1.82 ShopKo Stores, Inc. 75,775 100% 05/31/26 NAP
1.83 ShopKo Stores, Inc. 73,956 100% 05/31/26 NAP
1.84 ShopKo Stores, Inc. 66,784 100% 05/31/26 NAP
1.85 ShopKo Stores, Inc. 66,827 100% 05/31/26 NAP
1.86 ShopKo Stores, Inc. 70,118 100% 05/31/26 NAP
1.87 ShopKo Stores, Inc. 83,179 100% 05/31/26 NAP
1.88 ShopKo Stores, Inc. 66,713 100% 05/31/26 NAP
1.89 ShopKo Stores, Inc. 90,526 100% 05/31/26 NAP
1.90 ShopKo Stores, Inc. 73,956 100% 05/31/26 NAP
1.91 ShopKo Stores, Inc. 83,180 100% 05/31/26 NAP
1.92 ShopKo Stores, Inc. 94,042 100% 05/31/26 NAP
1.93 ShopKo Stores, Inc. 94,068 100% 05/31/26 NAP
1.94 ShopKo Stores, Inc. 75,844 100% 05/31/26 NAP
1.95 ShopKo Stores, Inc. 90,430 100% 05/31/26 NAP
1.96 ShopKo Stores, Inc. 90,510 100% 05/31/26 NAP
1.97 ShopKo Stores, Inc. 71,839 100% 05/31/26 NAP
1.98 ShopKo Stores, Inc. 83,211 100% 05/31/26 NAP
1.99 ShopKo Stores, Inc. 94,136 100% 05/31/26 NAP
1.100 ShopKo Stores, Inc. 75,844 100% 05/31/26 NAP
1.101 ShopKo Stores, Inc. 71,345 100% 05/31/26 NAP
1.102 ShopKo Stores, Inc. 94,225 100% 05/31/26 NAP
1.103 ShopKo Stores, Inc. 71,340 100% 05/31/26 NAP
1.104 ShopKo Stores, Inc. 75,063 100% 05/31/26 NAP
1.105 ShopKo Stores, Inc. 94,091 100% 05/31/26 NAP
1.106 ShopKo Stores, Inc. 15,060 100% 05/31/26 NAP
1.107 ShopKo Stores, Inc. 14,265 100% 05/31/26 NAP
1.108 ShopKo Stores, Inc. 60,985 100% 05/31/26 NAP
1.109 ShopKo Stores, Inc. 28,953 100% 05/31/26 NAP
1.110 ShopKo Stores, Inc. 90,590 100% 05/31/26 NAP
1.111 ShopKo Stores, Inc. 80,327 100% 05/31/26 NAP
1.112 ShopKo Stores, Inc. 12,821 100% 05/31/26 NAP
---------------------------------------------------------------------------------------------------------------------------------
2 ResMAE Mortgage Corporation 131,687 21% 07/31/17 Avery Dennison Office Products
3 SAIC 101,635 21% 09/30/10 QuadraMed Corporation
---------------------------------------------------------------------------------------------------------------------------------
4
4.1 AC Nielsen c/o VNU Inc. 34,276 17% 03/31/15 Stewart-Greenblatt-Manning
4.2 Lockheed Martin Corp 123,554 58% 09/30/08 Frequency Electronics
4.3 Bayer Healthcare LLC 81,079 65% 07/31/14 Lincoln Life & Annuity
4.4 Oracle USA Inc. 29,428 23% 11/30/07 ENT and Allergy Association
4.5 HQ Global Workplaces 16,507 24% 06/30/08 Onieda Ltd.
4.6 Federal Aviation Administration 29,372 42% 11/30/13 Patient Care Medical SE
4.7 Hoffmann & Baron L.L.P. 21,676 21% 07/31/10 United Jewish Appeal
---------------------------------------------------------------------------------------------------------------------------------
5
5.1 NAP NAP NAP NAP NAP
5.2 NAP NAP NAP NAP NAP
---------------------------------------------------------------------------------------------------------------------------------
6 NAP NAP NAP NAP NAP
7 Morgan & Morgan 46,318 17% 03/31/15 Wachovia Bank NA
---------------------------------------------------------------------------------------------------------------------------------
8 NAP NAP NAP NAP NAP
9 NAP NAP NAP NAP NAP
10 NAP NAP NAP NAP NAP
11 NAP NAP NAP NAP NAP
---------------------------------------------------------------------------------------------------------------------------------
12 Nomaco Inc 310,000 100% 07/31/15 NAP
13 Carrier 45,000 31% 01/31/09 Batesville Casket Co.
14 Northrop Grumman 40,124 44% 10/31/10 Leader Communications, Inc
15 Franchise Food Service 83,750 69% 12/31/14 Union Corrugating Company
16 Bluecurrent LLC 49,500 36% 09/30/06 General Hardwood, Inc.
17 Trane 10,000 31% 05/31/14 Multitab Systems
18 Terracon Consultants 14,000 100% 05/26/12 NAP
19 H&E Equip. Services, LLC 6,950 93% 05/31/10 NAP
---------------------------------------------------------------------------------------------------------------------------------
20 Ultra Star Cinemas 14,000 13% 12/31/07 Chevy's Mexican Restaurant
21 Bank of America 80,989 27% 12/31/13 Edens & Avant Investments
22 NAP NAP NAP NAP NAP
23 Sears 63,184 14% 03/31/09 JC Penney
24 Alcoa, Inc. 55,816 17% 07/31/12; 06/30/08 Branch Banking & Trust Company
25 Haggen, Inc. (dba Top Foods) 67,200 55% 07/21/22 Puerto Vallarta Mexican Rest.
26 Stock Building Supply of Florida, Inc. 258,100 33% 03/31/16 Delhaize America, LLC
27 NAP NAP NAP NAP NAP
28 KashnKarry 45,914 40% 11/30/26 Hennelly Tire
29 Office Depot 31,200 21% 03/31/15 Old Navy
30 NAP NAP NAP NAP NAP
31 Bed Bath & Beyond 28,250 19% 11/30/16 Barnes & Noble
32 NAP NAP NAP NAP NAP
33 Sepracor 71,145 24% 06/30/12 Motorola
34 T.J. Maxx 32,000 34% 11/30/09 Staples
35 Millipore Corporation 103,538 72% 11/30/12 Getronics Wang
36 Giant of Maryland, LLC 69,677 67% 07/31/24 Blockbuster Video
37 Logistics Insight Corp. 400,000 100% 07/01/13 NAP
38 Bartell Drug Stores 10,955 9% 06/06/17 IKON Office Systems
39 NAP NAP NAP NAP NAP
40 Party City Corporation 106,000 88% 07/31/17 Lerner Enterprises, LLC
41 Naples Day Surgery 17,200 23% 03/31/16 Naples Obstetrics & Gyneco
42 NAP NAP NAP NAP NAP
43 Acme Markets, Inc. 62,040 41% 06/29/16 Marshalls of MA. Inc
44 AmeriCold 209,250 100% 12/31/09 NAP
45 NAP NAP NAP NAP NAP
46 NAP NAP NAP NAP NAP
47 NAP NAP NAP NAP NAP
48 Fidelity Home Loan Corp. 16,186 14% 11/19/07 TWI
49 NAP NAP NAP NAP NAP
50 Wal-Mart 127,354 100% 04/30/25 NAP
51 NAP NAP NAP NAP NAP
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52 NAP NAP NAP NAP NAP
53 NAP NAP NAP NAP NAP
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54 Blockbuster, Inc. 5,458 17% 09/30/14 Redwood Credit Union
55 Dynamics Research Corp. 130,706 100% 12/31/15 NAP
56 Hartford Fire Insurance Co. 61,823 50% 06/30/10 Baker/MO Services, Inc.
57 H&M Hennes & Mauritz LP 13,668 59% 01/31/21 Ann Taylor
58 Cingular Wireless 126,088 100% 11/30/12 NAP
59 Soft Shoe, Inc. 21,600 25% 02/28/08 First Citizens Bank & Trust
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60 NAP NAP NAP NAP NAP
61 NAP NAP NAP NAP NAP
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62 NAP NAP NAP NAP NAP
63 NAP NAP NAP NAP NAP
64 NAP NAP NAP NAP NAP
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65
65.1 NAP NAP NAP NAP NAP
65.2 NAP NAP NAP NAP NAP
65.3 NAP NAP NAP NAP NAP
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66 Pacific Bell Directory 80,998 100% 07/14/07 NAP
67 Renal Care Group of Arizona 10,530 14% 10/31/14 Pinnacle Medicine, Inc.
68 Whole Foods Market Group, Inc. 47,174 100% 01/31/26 NAP
69 Gordman's 60,725 55% 10/31/14 Ashley Furniture
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70
70.1 NAP NAP NAP NAP NAP
70.2 NAP NAP NAP NAP NAP
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71 Design Continuum, Inc 45,525 51% 02/28/14 Euro-Pro Operating LLC
72 Chloe 3,000 20% 05/31/16 The John Freida Salon
73 Honeywell 54,500 51% 02/28/10 HCA
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74
74.1 NAP NAP NAP NAP NAP
74.2 NAP NAP NAP NAP NAP
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75
75.1 NAP NAP NAP NAP NAP
75.2 NAP NAP NAP NAP NAP
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76 Westchester Medical Group 65,000 100% 07/27/26 NAP
77 Canyon Grill (Ground Lease) 7,000 24% 03/13/10 California Pizza Kitchen (Ground Lease)
78 Wal-Mart 144,298 100% 01/31/18 NAP
79 Super K-Mart (Groundlease) 157,140 66% 09/30/18 Big Lots
80 Standard Register 111,040 36% 09/30/10 Qualex
81 Super Fresh/Sav-A-Center 60,056 100% 09/30/21 NAP
82 McRae's Ext. 74,662 35% 12/31/14 JC Penney
83 NAP NAP NAP NAP NAP
84 Konica Minolta Business 109,876 50% 12/31/12 Advanced Distribution Systems
85 General Dynamics - Itronix 121,000 100% 02/29/16 NAP
86 Alfa Laval 180,252 100% 12/31/15 NAP
87 The Crexent 34,317 68% 03/31/21 Lady of America Fitness
88 Food Lion 33,000 34% 12/14/17 Goodwill Industries
89 ABT Executive Suite-KingsPark 10,876 21% 09/30/10 Espre Solutions, Inc
90 NAP NAP NAP NAP NAP
91 Embryon, Inc. 37,779 52% 06/30/15 New England Life Insurance
92 Concentra Health Services 8,792 12% 09/30/13 Fuddruckers
93 Praxair Surface Technologies 24,164 19% 10/31/08 Washington Insulation, Inc
94 Master Data 17,104 17% 10/31/11 Etkin Equities, LLC
95 Aurora Medical Group, Inc. 40,000 100% 12/31/20 NAP
96 GE Transportation Systems Global Signaling 60,000 55% 10/31/10 Del Monte Fresh Produce
97 Walgreen Co. 14,490 100% 04/30/79 NAP
98 NAP NAP NAP NAP NAP
99 NAP NAP NAP NAP NAP
100 Publix 37,888 65% 04/01/22 CVS
101 NAP NAP NAP NAP NAP
102 Hichborn Consultants 8,195 14% 01/31/08 Turner's Sporting Goods
103 Orion Fitness 11,200 19% 09/30/09 Box Seats
104 Niagara County Dept of Social Services 41,032 47% 04/30/18 Niagara County Department Offices
105 State of Maryland 61,310 100% 10/31/11 NAP
106 NAP NAP NAP NAP NAP
107 Aurora Medical Group, Inc. 37,500 100% 12/31/20 NAP
108 Ernest Communications 40,767 49% 04/30/11 Cornerstone Christian Academy
109 NAP NAP NAP NAP NAP
110 Executive Suites of South 14,111 25% 10/31/09 Hayes, Seay, Mattern & Ma
111 NAP NAP NAP NAP NAP
112 NAP NAP NAP NAP NAP
113 Grand Cherry Concerto Capital, Inc. 3,800 11% 07/31/07 Bolsa Furniture (Luu Ich Hien)
114 NAP NAP NAP NAP NAP
115 NAP NAP NAP NAP NAP
116 Dollar Plus Villa 6,560 22% 01/31/09 Perfect Teeth
117 NAP NAP NAP NAP NAP
118 Ole Ole 5,354 24% 11/30/10 Urban Flats
119 NAP NAP NAP NAP NAP
120 PMI Eisenhart 10,750 18% 03/31/11 Maximum Data
121 NAP NAP NAP NAP NAP
122 Aurora Medical Group, Inc. 39,772 100% 12/31/20 NAP
123 Office Depot 31,568 58% 09/30/08 Family Dollar
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124 United Supermarkets, Inc. 52,907 100% 10/31/15 NAP
125 Advance Stores Incorporated 6,783 100% 08/31/20 NAP
126 Advance Stores Incorporated 6,770 100% 07/31/20 NAP
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127 One Stop Decorating 4,788 12% 01/31/09 Hobbytown USA
128 A.J. Wright 25,033 23% 08/31/13 Big Lots
129 NAP NAP NAP NAP NAP
130 Entenmann's 13,461 32% 04/14/08 Tom's Sierra
131 MS Entertainment, Inc. 8,550 17% 03/15/10 Kreiss Collection
132 Gold's Gym 43,750 52% 10/31/10 Apple Crate
133 NAP NAP NAP NAP NAP
134 NAP NAP NAP NAP NAP
135 Aurora Medical Group, Inc. 34,263 100% 12/31/20 NAP
136 Save-A-Lot 13,886 30% 06/30/13 Rainbow Apparel
137 NAP NAP NAP NAP NAP
138 NAP NAP NAP NAP NAP
139 Vitamin Shoppe Industries Inc 4,056 22% 04/30/16 BeautyFirst, Inc.
140 Vacumet Corporation 30,788 25% 08/31/09 Star Stainless Screw Co.
141 Circuit City 28,526 100% 04/30/18 NAP
142 United Supermarkets, Inc. 43,100 100% 07/01/20 NAP
143 NAP NAP NAP NAP NAP
144 NAP NAP NAP NAP NAP
145 NAP NAP NAP NAP NAP
146 Rancher Bar & Grill 3,954 25% 10/31/07 Optionz Haircutz
147 Walgreen Co. 14,820 100% 10/31/80 NAP
148 La-Z-Boy 26,400 95% 12/31/25 Anything 4 Wireless, Inc
149 GSA-Social Security 11,590 100% 12/31/20 NAP
150 Barnes & Noble Superstores, Inc. 25,048 100% 01/31/12 NAP
151 Best Buy 45,056 100% 12/22/17 NAP
152 Bassett Creek Dental, P.A. 5,730 16% 07/31/10 West Metro Opthamalogy
153 Rite Aid 17,272 100% 01/31/26 NAP
154 Reese Henry Accounting Firm 6,200 70% 10/31/15 WestStar Bank
155 CVS Pharmacy, Inc. 11,200 100% 03/23/19 NAP
156 DiBella's Old Fashioned Submarines 3,200 21% 01/17/16 Hollywood Tanning Systems
157 Tartus Development 4,163 14% 12/31/06 GG Enterprises
158 Dr. Ingrid Haas 4,285 20% 03/31/11 First American Title
159 NAP NAP NAP NAP NAP
160 DMR 36,579 68% 11/30/09 Stryker Orthopaedics
161 Best Buy 20,000 100% 01/31/16 NAP
162 NAP NAP NAP NAP NAP
163 Rite Aid 11,180 100% 05/10/25 NAP
164 Rite Aid 11,180 100% 08/31/18 NAP
165 Rite Aid 11,180 100% 09/30/17 NAP
166 NAP NAP NAP NAP NAP
SECOND THIRD SECOND
LARGEST LARGEST SECOND MOST
SECOND SECOND MAJOR THIRD THIRD MAJOR MOST RECENT
LARGEST LARGEST TENANT LARGEST LARGEST TENANT RECENT YEAR
MAJOR MAJOR LEASE MAJOR MAJOR LEASE YEAR STATEMENT
LOAN TENANT TENANT MATURITY TENANT TENANT MATURITY STATEMENT NUMBER OF
NUMBER NRSF NRSF% DATE THIRD LARGEST MAJOR TENANT NRSF NRSF% DATE TYPE MONTHS
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1
1.1 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.2 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.3 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.4 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.5 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.6 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.7 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.8 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.9 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.10 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.11 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.12 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.13 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.14 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.15 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.16 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.17 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.18 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.19 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.20 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.21 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.22 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.23 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.24 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.25 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.26 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.27 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.28 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.29 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.30 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.31 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.32 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.33 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.34 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.35 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.36 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.37 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.38 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.39 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.40 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.41 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.42 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.43 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.44 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.45 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.46 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.47 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.48 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.49 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.50 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.51 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.52 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.53 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.54 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.55 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.56 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.57 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.58 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.59 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.60 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.61 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.62 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.63 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.64 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.65 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.66 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.67 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.68 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.69 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.70 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.71 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.72 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.73 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.74 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.75 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.76 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.77 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.78 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.79 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.80 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.81 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.82 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.83 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.84 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.85 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.86 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.87 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.88 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.89 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.90 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.91 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.92 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.93 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.94 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.95 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.96 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.97 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.98 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.99 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.100 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.101 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.102 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.103 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.104 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.105 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.106 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.107 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.108 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.109 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.110 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.111 NAP NAP NAP NAP NAP NAP NAP UAV UAV
1.112 NAP NAP NAP NAP NAP NAP NAP UAV UAV
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2 131,411 21% 08/31/15 Ventura Foods, LLC 129,924 20% 01/11/13 Full Year 12
3 70,758 15% 07/31/11 PRA International 20,772 4% 12/31/14 Full Year 12
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4
4.1 15,411 7% 11/30/07 CBIZ Acctg. Tax and Advisor 14,228 7% 03/31/09 Full Year 12
4.2 91,027 42% 12/31/09 NAP NAP NAP NAP Full Year 12
4.3 8,783 7% 09/30/06 Interdynamics Inc. 7,454 6% 02/29/08 Full Year 12
4.4 13,785 11% 04/30/10 Clarfeld & Company PC 11,691 9% 08/31/09 Full Year 12
4.5 15,700 22% 01/31/10 Burr Enterprises LTD. 9,372 13% 03/31/10 Full Year 12
4.6 15,225 22% 06/30/07 Premier Home Healthcare SV 11,223 16% 06/30/07 Full Year 12
4.7 11,103 11% 07/31/14 Lincoln Financial Group 10,379 10% 04/30/09 Full Year 12
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5
5.1 NAP NAP NAP NAP NAP NAP NAP Full Year 12
5.2 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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6 NAP NAP NAP NAP NAP NAP NAP UAV UAV
7 26,066 10% 04/17/10 Fisher, Rushmer ET AL 25,731 10% 12/31/11 Full Year 12
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8 NAP NAP NAP NAP NAP NAP NAP Partial Year 9
9 NAP NAP NAP NAP NAP NAP NAP Full Year 12
10 NAP NAP NAP NAP NAP NAP NAP Full Year 12
11 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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12 NAP NAP NAP NAP NAP NAP NAP UAV UAV
13 15,000 10% 02/28/11 L&M Furniture 13,000 9% 04/30/12 Full Year 12
14 11,095 12% 08/31/09 Sciperio 9,335 10% 10/31/10 Full Year 12
15 38,000 31% 06/07/08 NAP NAP NAP NAP UAV UAV
16 25,000 18% 03/31/08 Omni Packaging Group 20,000 14% 01/31/11 Full Year 12
17 7,500 23% 10/31/06 Terminix International Co., LP 7,500 23% 06/30/10 Full Year 12
18 NAP NAP NAP NAP NAP NAP NAP UAV UAV
19 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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20 9,046 9% 09/30/12 Milton's Delicatessen 6,906 7% 05/31/07 Full Year 12
21 41,620 14% 12/31/08 Turner Paget et al Law Firm 36,914 12% 12/31/14 UAV UAV
22 NAP NAP NAP NAP NAP NAP NAP Full Year 12
23 50,060 11% 08/31/10 Big Lots 41,000 9% 01/31/09 Full Year 12
24 47,562 14% 12/31/13 Woofe, McClane, Bright, Allen 25,775 8% 09/30/07 Full Year 12
25 5,777 5% 07/31/14 The Rock Wood Fired Pizza 4,509 4% 12/29/08 Full Year 12
26 244,330 31% 12/31/18 US Lumber Group, LLC 156,890 20% 07/31/09 UAV UAV
27 NAP NAP NAP NAP NAP NAP NAP Full Year 12
28 6,758 6% 12/31/25 Hollywood Video 6,175 5% 11/30/21 UAV UAV
29 21,377 14% 04/30/11 Books-A-Million 21,166 14% 04/30/14 Full Year 12
30 NAP NAP NAP NAP NAP NAP NAP Full Year 12
31 22,000 15% 05/31/12 Michael's 18,000 12% 02/28/11 Full Year 12
32 NAP NAP NAP NAP NAP NAP NAP Full Year 12
33 59,555 20% 01/31/09 Xcellerex 40,000 14% 09/30/10 Full Year 12
34 18,000 19% 01/31/15 Modell's Maryland II 15,000 16% 03/15/15 Full Year 12
35 39,610 28% 11/30/12 NAP NAP NAP NAP UAV UAV
36 3,600 3% 09/12/09 Osaka Japanese Steak & Seafood 2,400 2% 02/13/10 Full Year 12
37 NAP NAP NAP NAP NAP NAP NAP Full Year 12
38 8,650 7% 10/31/07 Imperium Renewables 5,901 5% 03/31/08 Full Year 12
39 NAP NAP NAP NAP NAP NAP NAP Full Year 12
40 15,038 12% 05/31/15 NAP NAP NAP NAP UAV UAV
41 7,248 10% 11/15/15 Naples Medical Center 6,001 8% 09/30/08 Full Year 12
42 NAP NAP NAP NAP NAP NAP NAP Full Year 12
43 32,713 22% 10/31/08 Staples The Office Superstore East, Inc. 23,525 16% 09/30/13 Full Year 12
44 NAP NAP NAP NAP NAP NAP NAP Full Year 12
45 NAP NAP NAP NAP NAP NAP NAP Full Year 12
46 NAP NAP NAP NAP NAP NAP NAP Trailing-12 12
47 NAP NAP NAP NAP NAP NAP NAP Full Year 12
48 12,774 11% 03/31/08 Ryder & Caspino 10,175 9% 07/31/09 Full Year 12
49 NAP NAP NAP NAP NAP NAP NAP Full Year 12
50 NAP NAP NAP NAP NAP NAP NAP UAV UAV
51 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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52 NAP NAP NAP NAP NAP NAP NAP Full Year 12
53 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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54 2,971 9% 04/01/14 Baja Fresh 2,450 8% 12/31/14 UAV UAV
55 NAP NAP NAP NAP NAP NAP NAP UAV UAV
56 51,307 41% 06/30/16 TNT USA 10,870 9% 11/30/10 Full Year 12
57 7,600 33% 01/31/17 Steve Madden Retail Inc. 1,950 8% 01/01/17 UAV UAV
58 NAP NAP NAP NAP NAP NAP NAP UAV UAV
59 6,000 7% 06/30/08 Cage 6,000 7% 05/01/09 Full Year 12
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60 NAP NAP NAP NAP NAP NAP NAP Full Year 12
61 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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62 NAP NAP NAP NAP NAP NAP NAP Full Year 12
63 NAP NAP NAP NAP NAP NAP NAP Full Year 12
64 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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65
65.1 NAP NAP NAP NAP NAP NAP NAP Full Year 12
65.2 NAP NAP NAP NAP NAP NAP NAP Full Year 12
65.3 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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66 NAP NAP NAP NAP NAP NAP NAP Full Year 12
67 4,361 6% 06/30/13 Hospice of Arizona, LC 4,206 6% 05/31/10 Full Year 12
68 NAP NAP NAP NAP NAP NAP NAP UAV UAV
69 50,000 45% 07/31/16 NAP NAP NAP NAP UAV UAV
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70
70.1 NAP NAP NAP NAP NAP NAP NAP UAV UAV
70.2 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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71 23,648 26% 10/31/12 Corporate Interiors, Inc 17,000 19% 07/31/15 Full Year 12
72 3,000 20% 05/31/08 Leggiadro 1,650 11% 09/30/15 UAV UAV
73 53,098 49% 06/30/15 NAP NAP NAP NAP UAV UAV
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74
74.1 NAP NAP NAP NAP NAP NAP NAP Full Year 12
74.2 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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75
75.1 NAP NAP NAP NAP NAP NAP NAP Full Year 12
75.2 NAP NAP NAP NAP NAP NAP NAP Full Year 12
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76 NAP NAP NAP NAP NAP NAP NAP UAV UAV
77 5,963 20% 05/09/15 Jos. A Bank 3,772 13% 12/31/14 UAV UAV
78 NAP NAP NAP NAP NAP NAP NAP Full Year 12
79 26,993 11% 01/31/10 Steppin Out (Groundlease) 10,000 4% 04/30/07 Full Year 12
80 76,525 25% 02/28/07 Better Bedding 37,044 12% 08/31/12 Full Year 12
81 NAP NAP NAP NAP NAP NAP NAP Full Year 12
82 47,940 22% 05/31/14 Stage 15,300 7% 03/31/11 Full Year 12
83 NAP NAP NAP NAP NAP NAP NAP Full Year 12
84 109,428 50% 03/31/16 NAP NAP NAP NAP UAV UAV
85 NAP NAP NAP NAP NAP NAP NAP UAV UAV
86 NAP NAP NAP NAP NAP NAP NAP UAV UAV
87 8,600 17% 02/28/08 Bank of America 7,275 14% 12/31/11 Full Year 12
88 12,000 12% 09/15/08 Dollar Tree Store 11,070 11% 07/31/10 Full Year 12
89 7,778 15% 02/28/10 Koons Fuller Vanden Eykel 6,405 13% 04/30/09 Full Year 12
90 NAP NAP NAP NAP NAP NAP NAP Full Year 12
91 11,989 17% 03/31/08 Harding Loevner 9,056 13% 03/01/09 Full Year 12
92 7,674 11% 01/31/10 Cajun Town Cafe 6,278 9% 12/31/12 Full Year 12
93 23,200 19% 08/31/06 HiTex Corporation 12,801 10% 03/31/08 Full Year 12
94 10,949 11% 07/31/11 Area Agency on Aging 7,535 8% 09/30/08 Full Year 12
95 NAP NAP NAP NAP NAP NAP NAP UAV UAV
96 48,160 45% 04/30/12 NAP NAP NAP NAP UAV UAV
97 NAP NAP NAP NAP NAP NAP NAP UAV UAV
98 NAP NAP NAP NAP NAP NAP NAP Full Year 12
99 NAP NAP NAP NAP NAP NAP NAP UAV UAV
100 10,125 17% 01/31/12 Hollywood Video 6,900 12% 09/29/06 Full Year 12
101 NAP NAP NAP NAP NAP NAP NAP Full Year 12
102 4,420 8% 08/31/06 Legacy Real Estate 4,380 8% 07/31/09 Full Year 12
103 5,952 10% 01/31/11 Ivy League Academy 3,800 6% 07/30/07 UAV UAV
104 27,404 32% 06/30/18 Niagara County Community College 18,000 21% 12/31/12 Full Year 12
105 NAP NAP NAP NAP NAP NAP NAP Full Year 12
106 NAP NAP NAP NAP NAP NAP NAP UAV UAV
107 NAP NAP NAP NAP NAP NAP NAP UAV UAV
108 14,513 18% 08/31/10 Genex Services, Inc. 7,864 9% 03/31/09 Full Year 12
109 NAP NAP NAP NAP NAP NAP NAP Full Year 12
110 12,361 22% 12/31/09 Willse & Associates, Inc. 10,492 18% 08/31/09 Full Year 12
111 NAP NAP NAP NAP NAP NAP NAP Full Year 12
112 NAP NAP NAP NAP NAP NAP NAP Full Year 12
113 2,840 8% 06/30/11 Long Andrew Lam 2,459 7% 07/31/07 Full Year 12
114 NAP NAP NAP NAP NAP NAP NAP Full Year 12
115 NAP NAP NAP NAP NAP NAP NAP Full Year 12
116 2,585 9% 10/31/08 Parker Gallery 2,336 8% 07/31/07 Full Year 12
117 NAP NAP NAP NAP NAP NAP NAP Full Year 12
118 4,962 23% 02/28/14 Solutions Bridal 3,366 15% 08/31/08 UAV UAV
119 NAP NAP NAP NAP NAP NAP NAP Full Year 12
120 4,950 8% 01/31/11 PI Research (Ford) 4,800 8% 05/31/06 Full Year 12
121 NAP NAP NAP NAP NAP NAP NAP Full Year 12
122 NAP NAP NAP NAP NAP NAP NAP UAV UAV
123 7,200 13% 12/31/10 Mark's Ark Pet Store 3,600 7% 09/30/10 Full Year 12
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124 NAP NAP NAP NAP NAP NAP NAP UAV UAV
125 NAP NAP NAP NAP NAP NAP NAP UAV UAV
126 NAP NAP NAP NAP NAP NAP NAP UAV UAV
-----------------------------------------------------------------------------------------------------------------------------------
127 4,128 10% 02/28/09 LaFuente Mexican Restaurant 3,620 9% 05/31/10 Full Year 12
128 25,000 23% 01/31/11 World Gym 18,847 18% 10/31/08 Full Year 12
129 NAP NAP NAP NAP NAP NAP NAP Full Year 12
130 11,094 26% 12/31/13 Metro Car Wash 5,621 13% 06/15/10 Full Year 12
131 7,925 16% 12/31/09 Furniture Direct 7,787 15% 10/11/14 UAV UAV
132 10,356 12% 08/31/10 Dollar General 7,200 9% 11/30/08 Full Year 12
133 NAP NAP NAP NAP NAP NAP NAP Full Year 12
134 NAP NAP NAP NAP NAP NAP NAP Full Year 12
135 NAP NAP NAP NAP NAP NAP NAP UAV UAV
136 7,126 15% 07/31/08 Grand Dollar 4,000 9% 08/30/09 Full Year 12
137 NAP NAP NAP NAP NAP NAP NAP Full Year 12
138 NAP NAP NAP NAP NAP NAP NAP Full Year 12
139 3,216 17% 02/29/16 Chipotle Mexican Grill of CO 2,421 13% 01/31/16 UAV UAV
140 18,601 15% 01/31/10 Mac-Gray Company, Inc 14,887 12% 05/31/13 Full Year 12
141 NAP NAP NAP NAP NAP NAP NAP Full Year 12
142 NAP NAP NAP NAP NAP NAP NAP UAV UAV
143 NAP NAP NAP NAP NAP NAP NAP UAV UAV
144 NAP NAP NAP NAP NAP NAP NAP Full Year 12
145 NAP NAP NAP NAP NAP NAP NAP Full Year 12
146 1,800 11% 12/31/06 Doolbie 1,500 9% 09/30/06 Full Year 12
147 NAP NAP NAP NAP NAP NAP NAP UAV UAV
148 1,425 5% 01/31/16 NAP NAP NAP NAP UAV UAV
149 NAP NAP NAP NAP NAP NAP NAP UAV UAV
150 NAP NAP NAP NAP NAP NAP NAP Full Year 12
151 NAP NAP NAP NAP NAP NAP NAP Full Year 12
152 4,245 12% 09/30/08 Medcentra, LLC 3,999 11% 01/31/12 Full Year 12
153 NAP NAP NAP NAP NAP NAP NAP UAV UAV
154 2,615 30% 04/30/10 NAP NAP NAP NAP Full Year 12
155 NAP NAP NAP NAP NAP NAP NAP UAV UAV
156 2,400 16% 12/31/15 Sprint Spectrum L.P. 2,000 13% 05/31/10 UAV UAV
157 2,308 7% 03/31/09 Brush Dance 1,943 6% 08/31/07 Full Year 12
158 2,986 14% 06/30/09 Medegen, LLC 2,224 11% 06/30/07 Full Year 12
159 NAP NAP NAP NAP NAP NAP NAP UAV UAV
160 9,135 17% 01/31/13 Vitas Innovative Hospice Care 5,350 10% 04/30/10 Full Year 12
161 NAP NAP NAP NAP NAP NAP NAP UAV UAV
162 NAP NAP NAP NAP NAP NAP NAP UAV UAV
163 NAP NAP NAP NAP NAP NAP NAP UAV UAV
164 NAP NAP NAP NAP NAP NAP NAP Full Year 12
165 NAP NAP NAP NAP NAP NAP NAP Full Year 12
166 NAP NAP NAP NAP NAP NAP NAP UAV UAV
SECOND
MOST
RECENT
YEAR
STATEMENT SECOND SECOND SECOND SECOND MOST MOST CURRENT MOST CURRENT
LOAN ENDING MOST RECENT MOST RECENT MOST RECENT RECENT YEAR MOST CURRENT YEAR YEAR STATEMENT YEAR STATEMENT
NUMBER DATE YEAR REVENUES YEAR EXPENSES YEAR NOI NOI DSCR STATEMENT TYPE NUMBER OF MONTHS ENDING DATE
--------------------------------------------------------------------------------------------------------------------------------
1 UAV UAV
1.1 UAV UAV UAV UAV UAV UAV UAV UAV
1.2 UAV UAV UAV UAV UAV UAV UAV UAV
1.3 UAV UAV UAV UAV UAV UAV UAV UAV
1.4 UAV UAV UAV UAV UAV UAV UAV UAV
1.5 UAV UAV UAV UAV UAV UAV UAV UAV
1.6 UAV UAV UAV UAV UAV UAV UAV UAV
1.7 UAV UAV UAV UAV UAV UAV UAV UAV
1.8 UAV UAV UAV UAV UAV UAV UAV UAV
1.9 UAV UAV UAV UAV UAV UAV UAV UAV
1.10 UAV UAV UAV UAV UAV UAV UAV UAV
1.11 UAV UAV UAV UAV UAV UAV UAV UAV
1.12 UAV UAV UAV UAV UAV UAV UAV UAV
1.13 UAV UAV UAV UAV UAV UAV UAV UAV
1.14 UAV UAV UAV UAV UAV UAV UAV UAV
1.15 UAV UAV UAV UAV UAV UAV UAV UAV
1.16 UAV UAV UAV UAV UAV UAV UAV UAV
1.17 UAV UAV UAV UAV UAV UAV UAV UAV
1.18 UAV UAV UAV UAV UAV UAV UAV UAV
1.19 UAV UAV UAV UAV UAV UAV UAV UAV
1.20 UAV UAV UAV UAV UAV UAV UAV UAV
1.21 UAV UAV UAV UAV UAV UAV UAV UAV
1.22 UAV UAV UAV UAV UAV UAV UAV UAV
1.23 UAV UAV UAV UAV UAV UAV UAV UAV
1.24 UAV UAV UAV UAV UAV UAV UAV UAV
1.25 UAV UAV UAV UAV UAV UAV UAV UAV
1.26 UAV UAV UAV UAV UAV UAV UAV UAV
1.27 UAV UAV UAV UAV UAV UAV UAV UAV
1.28 UAV UAV UAV UAV UAV UAV UAV UAV
1.29 UAV UAV UAV UAV UAV UAV UAV UAV
1.30 UAV UAV UAV UAV UAV UAV UAV UAV
1.31 UAV UAV UAV UAV UAV UAV UAV UAV
1.32 UAV UAV UAV UAV UAV UAV UAV UAV
1.33 UAV UAV UAV UAV UAV UAV UAV UAV
1.34 UAV UAV UAV UAV UAV UAV UAV UAV
1.35 UAV UAV UAV UAV UAV UAV UAV UAV
1.36 UAV UAV UAV UAV UAV UAV UAV UAV
1.37 UAV UAV UAV UAV UAV UAV UAV UAV
1.38 UAV UAV UAV UAV UAV UAV UAV UAV
1.39 UAV UAV UAV UAV UAV UAV UAV UAV
1.40 UAV UAV UAV UAV UAV UAV UAV UAV
1.41 UAV UAV UAV UAV UAV UAV UAV UAV
1.42 UAV UAV UAV UAV UAV UAV UAV UAV
1.43 UAV UAV UAV UAV UAV UAV UAV UAV
1.44 UAV UAV UAV UAV UAV UAV UAV UAV
1.45 UAV UAV UAV UAV UAV UAV UAV UAV
1.46 UAV UAV UAV UAV UAV UAV UAV UAV
1.47 UAV UAV UAV UAV UAV UAV UAV UAV
1.48 UAV UAV UAV UAV UAV UAV UAV UAV
1.49 UAV UAV UAV UAV UAV UAV UAV UAV
1.50 UAV UAV UAV UAV UAV UAV UAV UAV
1.51 UAV UAV UAV UAV UAV UAV UAV UAV
1.52 UAV UAV UAV UAV UAV UAV UAV UAV
1.53 UAV UAV UAV UAV UAV UAV UAV UAV
1.54 UAV UAV UAV UAV UAV UAV UAV UAV
1.55 UAV UAV UAV UAV UAV UAV UAV UAV
1.56 UAV UAV UAV UAV UAV UAV UAV UAV
1.57 UAV UAV UAV UAV UAV UAV UAV UAV
1.58 UAV UAV UAV UAV UAV UAV UAV UAV
1.59 UAV UAV UAV UAV UAV UAV UAV UAV
1.60 UAV UAV UAV UAV UAV UAV UAV UAV
1.61 UAV UAV UAV UAV UAV UAV UAV UAV
1.62 UAV UAV UAV UAV UAV UAV UAV UAV
1.63 UAV UAV UAV UAV UAV UAV UAV UAV
1.64 UAV UAV UAV UAV UAV UAV UAV UAV
1.65 UAV UAV UAV UAV UAV UAV UAV UAV
1.66 UAV UAV UAV UAV UAV UAV UAV UAV
1.67 UAV UAV UAV UAV UAV UAV UAV UAV
1.68 UAV UAV UAV UAV UAV UAV UAV UAV
1.69 UAV UAV UAV UAV UAV UAV UAV UAV
1.70 UAV UAV UAV UAV UAV UAV UAV UAV
1.71 UAV UAV UAV UAV UAV UAV UAV UAV
1.72 UAV UAV UAV UAV UAV UAV UAV UAV
1.73 UAV UAV UAV UAV UAV UAV UAV UAV
1.74 UAV UAV UAV UAV UAV UAV UAV UAV
1.75 UAV UAV UAV UAV UAV UAV UAV UAV
1.76 UAV UAV UAV UAV UAV UAV UAV UAV
1.77 UAV UAV UAV UAV UAV UAV UAV UAV
1.78 UAV UAV UAV UAV UAV UAV UAV UAV
1.79 UAV UAV UAV UAV UAV UAV UAV UAV
1.80 UAV UAV UAV UAV UAV UAV UAV UAV
1.81 UAV UAV UAV UAV UAV UAV UAV UAV
1.82 UAV UAV UAV UAV UAV UAV UAV UAV
1.83 UAV UAV UAV UAV UAV UAV UAV UAV
1.84 UAV UAV UAV UAV UAV UAV UAV UAV
1.85 UAV UAV UAV UAV UAV UAV UAV UAV
1.86 UAV UAV UAV UAV UAV UAV UAV UAV
1.87 UAV UAV UAV UAV UAV UAV UAV UAV
1.88 UAV UAV UAV UAV UAV UAV UAV UAV
1.89 UAV UAV UAV UAV UAV UAV UAV UAV
1.90 UAV UAV UAV UAV UAV UAV UAV UAV
1.91 UAV UAV UAV UAV UAV UAV UAV UAV
1.92 UAV UAV UAV UAV UAV UAV UAV UAV
1.93 UAV UAV UAV UAV UAV UAV UAV UAV
1.94 UAV UAV UAV UAV UAV UAV UAV UAV
1.95 UAV UAV UAV UAV UAV UAV UAV UAV
1.96 UAV UAV UAV UAV UAV UAV UAV UAV
1.97 UAV UAV UAV UAV UAV UAV UAV UAV
1.98 UAV UAV UAV UAV UAV UAV UAV UAV
1.99 UAV UAV UAV UAV UAV UAV UAV UAV
1.100 UAV UAV UAV UAV UAV UAV UAV UAV
1.101 UAV UAV UAV UAV UAV UAV UAV UAV
1.102 UAV UAV UAV UAV UAV UAV UAV UAV
1.103 UAV UAV UAV UAV UAV UAV UAV UAV
1.104 UAV UAV UAV UAV UAV UAV UAV UAV
1.105 UAV UAV UAV UAV UAV UAV UAV UAV
1.106 UAV UAV UAV UAV UAV UAV UAV UAV
1.107 UAV UAV UAV UAV UAV UAV UAV UAV
1.108 UAV UAV UAV UAV UAV UAV UAV UAV
1.109 UAV UAV UAV UAV UAV UAV UAV UAV
1.110 UAV UAV UAV UAV UAV UAV UAV UAV
1.111 UAV UAV UAV UAV UAV UAV UAV UAV
1.112 UAV UAV UAV UAV UAV UAV UAV UAV
--------------------------------------------------------------------------------------------------------------------------------
2 12/31/04 11,754,275 3,474,364 8,279,911 0.91 Full Year 12 12/31/05
3 12/31/04 12,278,544 3,965,018 8,313,526 1.58 Trailing-12 12 11/30/05
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4 8,976,281 2.31
4.1 12/31/04 4,879,964 2,909,282 1,970,682 Trailing-12 12 09/30/05
4.2 12/31/04 3,310,863 1,343,224 1,967,639 Trailing-12 12 09/30/05
4.3 12/31/04 2,530,637 1,475,624 1,055,013 Trailing-12 12 09/30/05
4.4 12/31/04 3,004,644 1,649,443 1,355,201 Trailing-12 12 09/30/05
4.5 12/31/04 1,847,520 858,080 989,440 Trailing-12 12 09/30/05
4.6 12/31/04 1,590,180 769,062 821,118 Trailing-12 12 09/30/05
4.7 12/31/04 2,485,747 1,668,559 817,188 Trailing-12 12 09/30/05
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5 13,582,262 2.97
5.1 12/31/04 21,987,086 13,888,368 8,098,718 Full Year 12 12/31/05
5.2 12/31/04 18,806,062 13,322,518 5,483,544 Full Year 12 12/31/05
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6 UAV UAV UAV UAV UAV UAV UAV UAV
7 12/31/04 5,907,114 2,448,797 3,458,317 1.21 Full Year 12 12/31/05
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8 12/31/05 3,981,353 2,251,260 1,730,093 1.20 Annualized 10 03/31/06
9 12/31/05 3,515,565 2,431,643 1,083,922 1.20 Trailing-12 12 03/31/06
10 12/31/05 1,286,699 1,112,181 174,518 1.20 Trailing-12 12 03/31/06
11 12/31/05 1,287,140 774,464 512,676 1.20 Trailing-12 12 03/31/06
--------------------------------------------------------------------------------------------------------------------------------
12 UAV UAV UAV UAV UAV UAV UAV UAV
13 12/31/04 659,124 169,039 490,085 UAV Annualized 9 09/30/05
14 12/31/04 801,634 278,017 523,617 UAV Annualized 9 09/30/05
15 UAV UAV UAV UAV UAV Annualized 9 09/30/05
16 12/31/04 577,610 111,959 465,651 UAV Annualized 9 09/30/05
17 12/31/04 118,801 43,481 75,320 UAV Annualized 9 09/30/05
18 UAV UAV UAV UAV UAV Annualized 4 09/30/05
19 12/31/04 86,160 13,321 72,839 UAV Annualized 4 09/30/05
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20 12/31/04 3,941,374 1,101,048 2,840,327 1.10 Full Year 12 12/31/05
21 UAV UAV UAV UAV UAV Full Year 12 12/31/05
22 12/31/04 4,195,404 1,460,858 2,734,546 1.16 Full Year 12 12/31/05
23 12/31/04 3,526,644 1,154,374 2,372,269 0.96 Full Year 12 12/31/05
24 12/31/04 5,334,337 2,199,067 3,135,270 1.52 Annualized 11 11/30/05
25 12/31/04 2,069,586 369,883 1,699,702 0.94 Full Year 12 12/31/05
26 UAV UAV UAV UAV UAV UAV UAV UAV
27 12/31/04 3,837,800 1,634,662 2,203,138 1.26 Full Year 12 12/31/05
28 UAV UAV UAV UAV UAV UAV UAV UAV
29 12/31/04 2,182,028 328,419 1,853,609 1.22 Annualized 10 10/31/05
30 12/31/04 3,113,351 1,215,397 1,897,954 1.23 (Note 7) Full Year 12 12/31/05
31 12/31/04 2,361,976 498,596 1,863,380 1.21 Full Year 12 12/31/05
32 12/31/04 2,744,788 1,229,992 1,514,796 1.11 Full Year 12 12/31/05
33 12/31/03 3,159,662 955,514 2,204,148 1.60 Full Year 12 12/31/04
34 12/31/04 1,868,657 366,245 1,502,412 1.16 Trailing-12 12 11/30/05
35 UAV UAV UAV UAV UAV UAV UAV UAV
36 12/31/04 1,921,948 469,508 1,452,440 1.13 Trailing-12 12 11/30/05
37 12/31/05 1,604,516 99,472 1,505,044 1.00 Annualized 3 02/28/06
38 12/31/04 2,275,479 830,860 1,444,619 1.06 Full Year 12 12/31/05
39 12/31/04 3,421,949 2,019,045 1,402,904 1.17 Full Year 12 12/31/05
40 UAV UAV UAV UAV UAV Full Year 12 12/31/05
41 12/31/04 1,797,646 529,185 1,268,461 1.07 Full Year 12 12/31/05
42 12/31/04 9,017,194 6,649,527 2,367,667 1.82 Full Year 12 12/31/05
43 12/31/04 2,059,493 678,914 1,380,579 1.21 Full Year 12 12/31/05
44 12/31/04 1,639,174 43,803 1,595,371 1.40 Full Year 12 12/31/05
45 12/31/04 2,550,799 1,234,663 1,316,136 1.48 Trailing-12 12 11/30/05
46 11/30/04 8,323,781 6,879,649 1,444,132 1.19 Trailing-12 12 11/30/05
47 12/31/04 4,902,832 3,240,808 1,662,024 1.36 Full Year 12 12/31/05
48 12/31/04 2,230,935 614,221 1,616,714 1.52 Trailing-12 12 09/30/05
49 12/31/04 2,693,189 1,411,874 1,281,315 1.20 Full Year 12 12/31/05
50 UAV UAV UAV UAV UAV UAV UAV UAV
51 12/31/04 2,635,641 1,203,510 1,432,131 1.40 (Note 8) Trailing-12 12 10/31/05
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52 12/31/04 1,294,928 548,081 746,847 1.26 Full Year 12 12/31/05
53 12/31/04 915,034 373,607 541,427 1.26 Full Year 12 12/31/05
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54 UAV UAV UAV UAV UAV UAV UAV UAV
55 UAV UAV UAV UAV UAV UAV UAV UAV
56 12/31/04 1,309,537 658,126 651,411 0.64 Full Year 12 12/31/05
57 UAV UAV UAV UAV UAV UAV UAV UAV
58 UAV UAV UAV UAV UAV Annualized 5 05/31/05
59 12/31/04 1,269,245 375,277 893,968 1.06 Annualized 6 06/30/05
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60 12/31/04 824,245 236,154 588,091 1.23 Trailing-12 12 11/30/05
61 12/31/04 875,715 253,780 621,935 1.23 Trailing-12 12 11/30/05
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62 12/31/04 2,053,133 1,049,671 1,003,462 1.28 Trailing-12 12 11/30/05
63 12/31/05 2,263,379 1,244,608 1,018,771 1.07 Trailing-12 12 02/28/06
64 12/31/04 3,730,715 2,287,814 1,442,901 1.55 Full Year 12 12/31/05
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65 1,197,922 1.22
65.1 12/31/04 1,319,499 908,742 410,757 Full Year 12 12/31/05
65.2 12/31/04 1,501,675 1,090,146 411,529 Full Year 12 12/31/05
65.3 12/31/04 1,405,839 1,030,203 375,636 Full Year 12 12/31/05
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66 12/31/05 1,932,282 597,842 1,334,440 1.41 Annualized 1 01/31/06
67 12/31/04 777,152 362,320 414,832 0.45 Annualized 12 12/31/05
68 UAV UAV UAV UAV UAV UAV UAV UAV
69 UAV UAV UAV UAV UAV UAV UAV UAV
--------------------------------------------------------------------------------------------------------------------------------
70 UAV UAV
70.1 UAV UAV UAV UAV Annualized 9 09/30/05
70.2 12/31/04 747,788 265,262 482,526 Annualized 10 10/31/05
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71 12/31/04 1,210,818 441,382 769,436 0.91 Annualized 8 08/31/05
72 UAV UAV UAV UAV UAV UAV UAV UAV
73 UAV UAV UAV UAV UAV Full Year 12 12/31/05
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74 961,365 1.11
74.1 12/31/04 2,416,129 1,727,525 688,604 Full Year 12 12/31/05
74.2 12/31/04 1,476,315 1,203,554 272,761 Full Year 12 12/31/05
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75 945,754 1.10
75.1 12/31/04 2,043,261 1,534,631 508,630 Full Year 12 12/31/05
75.2 12/31/04 1,433,026 995,902 437,124 Full Year 12 12/31/05
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76 UAV UAV UAV UAV UAV UAV UAV UAV
77 UAV UAV UAV UAV UAV UAV UAV UAV
78 12/31/04 919,178 0 919,178 1.23 Full Year 12 12/31/05
79 12/31/04 1,415,778 352,888 1,062,890 1.39 Annualized 9 09/30/05
80 12/31/04 1,516,346 442,532 1,073,815 1.51 Full Year 12 12/31/05
81 12/31/04 969,296 19,800 949,496 1.32 Full Year 12 12/31/05
82 12/31/04 1,794,532 864,649 929,883 1.29 Annualized 8 08/31/05
83 12/31/04 2,204,616 1,308,311 896,305 1.25 Full Year 12 12/31/05
84 UAV UAV UAV UAV UAV UAV UAV UAV
85 UAV UAV UAV UAV UAV UAV UAV UAV
86 UAV UAV UAV UAV UAV UAV UAV UAV
87 12/31/05 1,564,410 771,266 793,144 1.15 Annualized 3 03/31/05
88 12/31/04 1,118,258 178,527 939,731 1.45 Full Year 12 12/31/05
89 12/31/04 1,384,167 561,619 822,548 1.36 Annualized 9 09/30/05
90 12/31/04 1,131,418 669,204 462,214 0.74 Trailing-12 12 03/31/06
91 12/31/04 1,607,275 847,680 759,595 1.24 Full Year 12 12/31/05
92 12/31/04 1,114,114 416,250 697,864 1.20 Annualized 10 10/31/05
93 12/31/04 1,083,642 286,160 797,482 1.39 Trailing-12 12 09/30/05
94 12/31/04 2,411,805 1,145,619 1,266,186 2.24 Full Year 12 12/31/05
95 UAV UAV UAV UAV UAV UAV UAV UAV
96 UAV UAV UAV UAV UAV UAV UAV UAV
97 UAV UAV UAV UAV UAV UAV UAV UAV
98 12/31/05 1,439,024 722,182 716,842 1.25 Trailing-12 12 03/31/06
99 UAV UAV UAV UAV UAV Trailing-9 9 02/28/06
100 12/31/04 913,355 223,720 689,635 1.59 Annualized 10 10/31/05
101 12/31/04 1,428,971 701,171 727,800 1.41 Full Year 12 12/31/05
102 12/31/04 1,297,247 260,916 1,036,331 2.48 Full Year 12 12/31/05
103 UAV UAV UAV UAV UAV Trailing-12 12 09/30/05
104 12/31/04 864,436 133,225 731,211 1.42 Full Year 12 12/31/05
105 12/31/04 1,036,090 366,728 669,362 1.31 Full Year 12 12/31/05
106 UAV UAV UAV UAV UAV UAV UAV UAV
107 UAV UAV UAV UAV UAV UAV UAV UAV
108 12/31/04 710,374 194,200 516,174 1.07 Annualized 9 09/30/05
109 12/31/05 7,204,567 5,949,219 1,255,348 2.28 Trailing-12 12 03/31/06
110 12/31/04 1,013,893 392,669 621,224 1.61 Annualized 10 10/31/05
111 12/31/05 1,165,251 586,800 578,451 0.99 Annualized 12 03/31/05
112 12/31/04 2,325,801 1,332,406 993,395 1.76 Full Year 12 12/31/05
113 12/31/04 799,248 182,417 616,831 1.22 Full Year 12 12/31/05
114 12/31/04 1,260,749 661,059 599,691 1.34 Full Year 12 12/31/05
115 12/31/04 870,428 345,958 524,470 1.23 Full Year 12 12/31/05
116 12/31/04 749,346 257,119 492,228 1.15 Annualized 10 10/31/05
117 12/31/04 1,328,940 518,986 809,954 1.86 Full Year 12 12/31/05
118 UAV UAV UAV UAV UAV UAV UAV UAV
119 12/31/04 2,213,119 1,359,554 853,565 1.94 Full Year 12 12/31/05
120 12/31/04 582,824 164,963 417,861 1.03 Annualized 12 11/30/05
121 12/31/04 1,107,660 511,655 596,006 1.53 Full Year 12 12/31/05
122 UAV UAV UAV UAV UAV UAV UAV UAV
123 12/31/04 699,572 199,355 500,217 1.25 Annualized 12 12/31/05
--------------------------------------------------------------------------------------------------------------------------------
124 UAV UAV UAV UAV UAV UAV UAV UAV
125 UAV UAV UAV UAV UAV UAV UAV UAV
126 UAV UAV UAV UAV UAV UAV UAV UAV
--------------------------------------------------------------------------------------------------------------------------------
127 12/31/05 506,389 160,236 346,153 0.83 Annualized 2 02/28/06
128 12/31/04 784,013 182,225 601,788 1.60 Trailing-12 12 10/31/05
129 12/31/04 822,189 346,821 475,368 1.26 Full Year 12 12/31/05
130 12/31/05 926,878 166,320 760,558 1.96 Annualized 3 03/31/06
131 UAV UAV UAV UAV UAV Full Year 12 12/31/05
132 12/31/04 565,159 165,012 400,147 1.08 Annualized 8 08/31/05
133 12/31/04 1,407,388 791,345 616,043 1.55 Trailing-12 12 10/31/05
134 12/31/05 900,000 438,757 461,243 1.25 Trailing-12 12 02/28/06
135 UAV UAV UAV UAV UAV UAV UAV UAV
136 12/31/04 644,744 204,238 440,506 1.28 Annualized 10 10/31/05
137 12/31/04 1,709,466 1,317,499 391,967 1.01 Full Year 12 12/31/05
138 12/31/04 1,282,826 642,109 640,717 1.90 Full Year 12 12/31/05
139 UAV UAV UAV UAV UAV UAV UAV UAV
140 12/31/04 781,216 202,213 579,004 1.76 Full Year 12 12/31/05
141 12/31/04 471,410 0 471,410 1.47 Full Year 12 12/31/05
142 UAV UAV UAV UAV UAV Annualized 6 12/31/05
143 UAV UAV UAV UAV UAV UAV UAV UAV
144 12/31/04 1,827,833 1,375,688 452,144 1.26 Full Year 12 12/31/05
145 12/31/04 1,232,195 813,386 418,809 1.14 Full Year 12 12/31/05
146 12/31/04 653,984 202,096 451,888 1.36 Full Year 12 12/31/05
147 UAV UAV UAV UAV UAV UAV UAV UAV
148 UAV UAV UAV UAV UAV UAV UAV UAV
149 UAV UAV UAV UAV UAV UAV UAV UAV
150 12/31/04 425,992 25,732 400,260 1.42 Full Year 12 12/31/05
151 12/31/05 454,275 0 454,275 1.63 Annualized 2 02/28/06
152 12/31/04 673,341 369,554 303,787 1.13 Trailing-12 12 08/31/05
153 UAV UAV UAV UAV UAV UAV UAV UAV
154 12/31/04 427,436 67,008 360,428 1.42 Full Year 12 12/31/05
155 UAV UAV UAV UAV UAV Annualized 5 12/31/05
156 UAV UAV UAV UAV UAV UAV UAV UAV
157 06/30/05 721,821 253,981 467,840 1.97 Annualized 6 06/30/06
158 12/31/04 454,369 183,981 270,388 1.08 Full Year 12 12/31/05
159 UAV UAV UAV UAV UAV Annualized 6 01/31/06
160 12/31/04 774,156 406,143 368,013 1.87 Annualized 10 10/31/05
161 UAV UAV UAV UAV UAV UAV UAV UAV
162 UAV UAV UAV UAV UAV Annualized 3 02/28/06
163 UAV UAV UAV UAV UAV Annualized 4 02/28/06
164 12/31/04 184,582 0 184,582 1.37 Full Year 12 12/31/05
165 12/31/04 170,830 5,146 165,684 1.34 Full Year 12 12/31/05
166 UAV UAV UAV UAV UAV Annualized 6 01/31/06
MOST MOST MOST MOST
CURRENT CURRENT CURRENT CURRENT U/W NCF TAXES
LOAN YEAR YEAR YEAR YEAR NOI U/W U/W DSCR CURRENTLY
NUMBER REVENUES EXPENSES NOI DSCR REVENUES EXPENSES U/W NOI U/W NCF (NOTE 1) ESCROWED
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1 UAV UAV 64,117,945 63,020,449 1.51 (Note 5) No
1.1 UAV UAV UAV UAV 1,680,606 8,403 1,672,203 1,618,703
1.2 UAV UAV UAV UAV 1,662,632 8,313 1,654,319 1,632,487
1.3 UAV UAV UAV UAV 1,240,234 6,201 1,234,032 1,184,632
1.4 UAV UAV UAV UAV 1,037,123 5,186 1,031,937 1,019,272
1.5 UAV UAV UAV UAV 957,137 4,786 952,351 942,909
1.6 UAV UAV UAV UAV 943,656 4,718 938,938 930,500
1.7 UAV UAV UAV UAV 939,162 4,696 934,467 899,767
1.8 UAV UAV UAV UAV 898,720 4,494 894,226 882,242
1.9 UAV UAV UAV UAV 862,771 4,314 858,457 848,377
1.10 UAV UAV UAV UAV 811,544 4,058 807,486 797,576
1.11 UAV UAV UAV UAV 803,456 4,017 799,438 788,159
1.12 UAV UAV UAV UAV 772,899 3,864 769,035 759,623
1.13 UAV UAV UAV UAV 759,418 3,797 755,621 746,572
1.14 UAV UAV UAV UAV 759,418 3,797 755,621 746,571
1.15 UAV UAV UAV UAV 759,418 3,797 755,621 746,571
1.16 UAV UAV UAV UAV 756,722 3,784 752,939 743,185
1.17 UAV UAV UAV UAV 754,925 3,775 751,150 740,558
1.18 UAV UAV UAV UAV 745,938 3,730 742,208 731,584
1.19 UAV UAV UAV UAV 727,963 3,640 724,323 715,272
1.20 UAV UAV UAV UAV 727,963 3,640 724,323 715,279
1.21 UAV UAV UAV UAV 727,963 3,640 724,323 714,103
1.22 UAV UAV UAV UAV 727,065 3,635 723,429 710,953
1.23 UAV UAV UAV UAV 718,976 3,595 715,381 706,323
1.24 UAV UAV UAV UAV 687,521 3,438 684,083 674,673
1.25 UAV UAV UAV UAV 674,040 3,370 670,670 661,247
1.26 UAV UAV UAV UAV 674,040 3,370 670,670 661,199
1.27 UAV UAV UAV UAV 665,053 3,325 661,728 651,703
1.28 UAV UAV UAV UAV 651,572 3,258 648,314 638,081
1.29 UAV UAV UAV UAV 644,382 3,222 641,160 632,114
1.30 UAV UAV UAV UAV 641,686 3,208 638,478 628,675
1.31 UAV UAV UAV UAV 629,104 3,146 625,959 616,551
1.32 UAV UAV UAV UAV 623,712 3,119 620,593 610,592
1.33 UAV UAV UAV UAV 621,914 3,110 618,805 608,877
1.34 UAV UAV UAV UAV 611,130 3,056 608,074 597,926
1.35 UAV UAV UAV UAV 611,130 3,056 608,074 598,273
1.36 UAV UAV UAV UAV 606,636 3,033 603,603 594,557
1.37 UAV UAV UAV UAV 604,389 3,022 601,367 592,326
1.38 UAV UAV UAV UAV 602,142 3,011 599,132 591,363
1.39 UAV UAV UAV UAV 602,142 3,011 599,132 589,339
1.40 UAV UAV UAV UAV 602,142 3,011 599,132 588,744
1.41 UAV UAV UAV UAV 602,142 3,011 599,132 589,336
1.42 UAV UAV UAV UAV 602,142 3,011 599,132 589,052
1.43 UAV UAV UAV UAV 600,345 3,002 597,343 587,711
1.44 UAV UAV UAV UAV 595,851 2,979 592,872 582,703
1.45 UAV UAV UAV UAV 591,358 2,957 588,401 579,727
1.46 UAV UAV UAV UAV 586,864 2,934 583,930 574,517
1.47 UAV UAV UAV UAV 584,168 2,921 581,247 573,130
1.48 UAV UAV UAV UAV 584,168 2,921 581,247 571,863
1.49 UAV UAV UAV UAV 579,674 2,898 576,776 567,335
1.50 UAV UAV UAV UAV 570,687 2,853 567,834 558,018
1.51 UAV UAV UAV UAV 570,687 2,853 567,834 558,048
1.52 UAV UAV UAV UAV 566,194 2,831 563,363 553,940
1.53 UAV UAV UAV UAV 566,194 2,831 563,363 553,940
1.54 UAV UAV UAV UAV 566,194 2,831 563,363 554,925
1.55 UAV UAV UAV UAV 561,700 2,809 558,892 549,468
1.56 UAV UAV UAV UAV 557,206 2,786 554,420 547,236
1.57 UAV UAV UAV UAV 552,713 2,764 549,949 541,613
1.58 UAV UAV UAV UAV 548,219 2,741 545,478 536,662
1.59 UAV UAV UAV UAV 541,928 2,710 539,219 532,034
1.60 UAV UAV UAV UAV 539,232 2,696 536,536 527,435
1.61 UAV UAV UAV UAV 535,637 2,678 532,959 526,413
1.62 UAV UAV UAV UAV 532,042 2,660 529,382 520,587
1.63 UAV UAV UAV UAV 530,245 2,651 527,594 520,919
1.64 UAV UAV UAV UAV 525,751 2,629 523,122 514,319
1.65 UAV UAV UAV UAV 525,751 2,629 523,122 514,089
1.66 UAV UAV UAV UAV 525,751 2,629 523,122 515,942
1.67 UAV UAV UAV UAV 525,751 2,629 523,122 513,046
1.68 UAV UAV UAV UAV 512,270 2,561 509,709 503,036
1.69 UAV UAV UAV UAV 507,777 2,539 505,238 496,187
1.70 UAV UAV UAV UAV 507,777 2,539 505,238 493,539
1.71 UAV UAV UAV UAV 507,777 2,539 505,238 497,482
1.72 UAV UAV UAV UAV 505,081 2,525 502,555 493,130
1.73 UAV UAV UAV UAV 496,093 2,480 493,613 484,188
1.74 UAV UAV UAV UAV 494,296 2,471 491,825 482,782
1.75 UAV UAV UAV UAV 490,701 2,454 488,248 478,846
1.76 UAV UAV UAV UAV 476,322 2,382 473,940 463,856
1.77 UAV UAV UAV UAV 474,524 2,373 472,152 462,718
1.78 UAV UAV UAV UAV 467,334 2,337 464,998 458,320
1.79 UAV UAV UAV UAV 467,334 2,337 464,998 457,413
1.80 UAV UAV UAV UAV 467,334 2,337 464,998 458,272
1.81 UAV UAV UAV UAV 460,145 2,301 457,844 448,421
1.82 UAV UAV UAV UAV 458,347 2,292 456,055 448,478
1.83 UAV UAV UAV UAV 453,854 2,269 451,584 444,189
1.84 UAV UAV UAV UAV 449,360 2,247 447,113 440,435
1.85 UAV UAV UAV UAV 444,866 2,224 442,642 435,959
1.86 UAV UAV UAV UAV 442,170 2,211 439,959 432,948
1.87 UAV UAV UAV UAV 438,575 2,193 436,383 428,065
1.88 UAV UAV UAV UAV 435,879 2,179 433,700 427,029
1.89 UAV UAV UAV UAV 434,980 2,175 432,806 423,753
1.90 UAV UAV UAV UAV 417,905 2,090 415,815 408,420
1.91 UAV UAV UAV UAV 406,221 2,031 404,190 395,872
1.92 UAV UAV UAV UAV 405,323 2,027 403,296 393,892
1.93 UAV UAV UAV UAV 404,424 2,022 402,402 392,995
1.94 UAV UAV UAV UAV 375,665 1,878 373,787 366,202
1.95 UAV UAV UAV UAV 367,576 1,838 365,739 356,696
1.96 UAV UAV UAV UAV 365,779 1,829 363,950 354,899
1.97 UAV UAV UAV UAV 350,501 1,753 348,748 341,564
1.98 UAV UAV UAV UAV 341,514 1,708 339,806 331,485
1.99 UAV UAV UAV UAV 389,455 1,947 387,508 378,094
1.100 UAV UAV UAV UAV 328,033 1,640 326,393 318,808
1.101 UAV UAV UAV UAV 324,438 1,622 322,816 315,681
1.102 UAV UAV UAV UAV 373,450 1,867 371,583 362,160
1.103 UAV UAV UAV UAV 314,552 1,573 312,979 305,845
1.104 UAV UAV UAV UAV 304,666 1,523 303,143 295,636
1.105 UAV UAV UAV UAV 330,770 1,654 329,116 319,707
1.106 UAV UAV UAV UAV 269,616 1,348 268,268 266,762
1.107 UAV UAV UAV UAV 260,629 1,303 259,326 257,899
1.108 UAV UAV UAV UAV 241,756 1,209 240,547 234,448
1.109 UAV UAV UAV UAV 208,503 1,043 207,461 204,565
1.110 UAV UAV UAV UAV 234,740 1,174 233,566 224,507
1.111 UAV UAV UAV UAV 190,993 955 190,038 182,005
1.112 UAV UAV UAV UAV 143,795 719 143,076 141,794
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2 12,525,699 3,562,808 8,962,891 0.99 15,719,004 4,420,135 11,298,869 10,853,023 1.20 Yes
3 11,141,580 3,864,015 7,277,565 1.39 11,244,200 3,897,673 7,346,527 6,406,621 1.22 No
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4 9,080,174 2.34 10,040,419 8,797,140 2.26 No
4.1 4,828,005 2,936,652 1,891,353 5,178,926 2,935,073 2,243,853 1,931,656
4.2 3,400,081 1,308,650 2,091,431 3,364,038 1,430,538 1,933,500 1,746,142
4.3 2,585,827 1,506,575 1,079,252 2,805,033 1,473,618 1,331,415 1,159,256
4.4 2,944,815 1,535,999 1,408,816 2,826,045 1,523,984 1,302,061 1,100,438
4.5 1,833,728 874,479 959,249 1,980,451 873,781 1,106,670 992,573
4.6 1,604,907 735,840 869,067 1,726,509 725,537 1,000,972 900,059
4.7 2,425,127 1,644,121 781,006 2,760,073 1,638,127 1,121,947 967,017
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5 9,736,614 2.13 9,477,481 7,966,195 1.74 Yes
5.1 18,058,434 12,860,040 5,198,394 18,058,434 12,963,457 5,094,977 4,372,640
5.2 18,693,077 14,154,857 4,538,220 19,723,714 15,341,210 4,382,504 3,593,555
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6 UAV UAV UAV UAV 5,989,086 1,439,181 4,549,905 4,444,405 1.23 Yes
7 5,782,811 2,426,798 3,356,013 1.18 6,013,187 2,472,088 3,541,099 3,421,694 1.20 Yes
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8 5,583,970 2,997,722 2,586,248 1.54 5,663,202 3,612,870 2,050,332 1,823,804 1.31 Yes
9 3,664,310 2,562,672 1,101,638 1.54 3,671,659 2,529,242 1,142,417 995,551 1.31 Yes
10 1,461,397 1,161,048 300,349 1.54 1,601,046 1,039,289 561,757 497,715 1.31 Yes
11 1,278,701 776,634 502,067 1.54 1,278,701 791,030 487,671 436,523 1.31 Yes
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12 UAV UAV UAV 0.90 1,066,659 205,775 860,884 778,408 1.21 Yes
13 779,729 181,005 598,724 0.90 856,925 168,483 688,442 623,385 1.21 Yes
14 897,543 296,463 601,080 0.90 928,663 300,915 627,748 555,444 1.21 Yes
15 570,895 107,093 463,802 0.90 691,269 126,145 565,124 517,387 1.21 Yes
16 476,555 110,277 366,278 0.90 470,267 100,045 370,221 334,998 1.21 Yes
17 149,536 44,615 104,921 0.90 183,173 40,773 142,400 126,538 1.21 Yes
18 134,312 2,125 132,187 0.90 149,098 26,722 122,376 106,232 1.21 Yes
19 73,983 17,725 56,258 0.90 77,625 15,330 62,295 58,434 1.21 Yes
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20 4,032,146 1,183,899 2,848,247 1.11 4,451,561 1,136,090 3,315,471 3,191,673 1.24 Yes
21 5,433,424 2,354,673 3,078,751 1.24 5,636,958 2,327,151 3,309,807 2,983,574 1.20 Yes
22 4,292,356 1,592,650 2,699,706 1.14 4,477,916 1,551,880 2,926,036 2,828,536 1.20 Yes
23 4,219,007 1,147,820 3,071,187 1.25 4,189,120 1,183,746 3,005,374 2,863,502 1.20 Yes
24 5,452,767 2,214,183 3,238,584 1.57 5,305,264 2,414,278 2,890,986 2,474,160 1.20 Yes
25 2,503,230 382,738 2,120,492 1.17 2,803,290 552,122 2,251,168 2,185,963 1.21 No
26 UAV UAV UAV UAV 2,731,826 602,647 2,129,179 1,947,195 1.20 Yes
27 3,894,345 1,617,451 2,276,894 1.31 3,892,335 1,704,825 2,187,509 2,187,509 1.26 Yes
28 UAV UAV UAV UAV 2,815,819 939,503 1,876,316 1,814,977 1.20 Yes
29 2,104,087 283,297 1,820,790 1.19 2,630,143 669,021 1,961,122 1,850,054 1.21 Yes
30 3,289,660 1,241,404 2,048,256 1.33 (Note 7) 3,153,526 1,291,598 1,861,928 1,861,928 1.21 (Note 7) Yes
31 2,498,317 545,177 1,953,140 1.27 2,561,479 643,386 1,918,092 1,852,839 1.20 No
32 2,869,344 1,115,031 1,754,313 1.28 2,869,948 1,177,785 1,692,163 1,638,163 1.20 Yes
33 3,714,148 1,333,381 2,380,767 1.73 2,913,643 1,073,411 1,840,232 1,676,754 1.22 Yes
34 1,851,169 380,081 1,471,088 1.14 1,995,256 384,401 1,610,855 1,556,373 1.20 Yes
35 UAV UAV UAV UAV 3,219,530 1,352,269 1,867,261 1,729,371 1.25 Yes
36 1,970,704 515,893 1,454,811 1.13 2,092,668 497,024 1,595,644 1,550,600 1.20 Yes
37 1,602,168 68,862 1,533,306 1.02 2,049,011 131,884 1,917,127 1,788,544 1.19 No
38 2,401,965 896,333 1,505,632 1.11 2,458,582 808,763 1,649,819 1,496,356 1.20 Yes
39 3,320,513 2,021,467 1,299,046 1.08 3,479,033 1,933,516 1,545,517 1,449,517 1.21 Yes
40 882,135 352,701 529,434 0.44 2,093,448 540,148 1,553,300 1,458,524 1.20 Yes
41 1,849,085 563,670 1,285,415 1.08 2,145,297 647,905 1,497,392 1,438,049 1.21 Yes
42 10,402,377 7,817,714 2,584,663 1.98 10,028,270 7,621,216 2,407,054 2,005,923 1.54 Yes
43 2,085,364 641,149 1,444,215 1.27 2,068,263 627,404 1,440,860 1,372,512 1.20 Yes
44 1,639,020 29,173 1,609,847 1.42 1,550,543 51,516 1,499,026 1,366,187 1.20 No
45 2,643,609 1,292,774 1,350,835 1.52 2,840,916 1,271,056 1,569,860 1,453,860 1.63 Yes
46 9,186,827 7,047,295 2,139,532 1.77 9,186,862 7,100,450 2,086,411 1,718,937 1.42 Yes
47 5,361,349 3,255,178 2,106,171 1.73 5,139,246 3,170,347 1,968,899 1,763,330 1.45 Yes
48 2,316,335 561,747 1,754,588 1.65 2,175,340 667,657 1,507,683 1,388,933 1.30 Yes
49 2,684,144 1,542,090 1,142,054 1.07 2,678,065 1,301,623 1,376,443 1,295,443 1.22 Yes
50 UAV UAV UAV UAV 1,250,000 25,000 1,225,000 1,225,000 1.20 No
51 2,665,981 1,241,879 1,424,102 1.39 (Note 8) 2,703,221 1,288,225 1,414,996 1,414,996 1.38 (Note 8) Yes
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52 1,343,922 544,422 799,500 1.35 1,317,140 522,680 794,460 746,460 1.21 Yes
53 957,253 376,717 580,536 1.35 889,565 362,290 527,275 494,275 1.21 Yes
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54 UAV UAV UAV UAV 1,678,062 478,872 1,199,190 1,155,702 1.20 Yes
55 UAV UAV UAV UAV 1,422,425 42,673 1,379,752 1,228,578 1.23 No
56 1,319,579 770,607 548,972 0.54 2,233,949 876,354 1,357,595 1,232,400 1.22 Yes
57 UAV UAV UAV UAV 1,527,794 282,968 1,244,826 1,220,447 1.20 Yes
58 2,508,709 905,646 1,603,063 1.55 2,518,128 1,176,217 1,341,911 1,248,277 1.20 Yes
59 1,419,341 385,241 1,034,100 1.23 1,770,423 472,973 1,297,450 1,221,690 1.45 No
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60 904,923 239,366 665,557 1.39 884,523 251,256 633,267 607,767 1.22 Yes
61 960,197 256,182 704,015 1.39 904,161 286,007 618,154 593,154 1.22 Yes
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62 2,288,183 1,024,801 1,263,382 1.61 2,272,234 1,043,880 1,228,353 1,128,353 1.44 Yes
63 2,310,761 1,300,230 1,010,530 1.06 2,503,016 1,219,170 1,283,846 1,211,597 1.27 Yes
64 3,727,875 2,297,831 1,430,044 1.54 3,699,026 2,332,555 1,366,470 1,216,370 1.31 Yes
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65 1,693,345 1.72 1,620,451 1,427,492 1.45 Yes
65.1 1,656,042 973,887 682,155 1,568,164 964,854 603,310 540,584
65.2 1,717,400 1,182,902 534,498 1,714,850 1,183,408 531,442 462,848
65.3 1,540,947 1,064,255 476,692 1,540,947 1,055,249 485,698 424,060
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66 2,006,208 558,653 1,447,555 1.53 1,974,502 701,458 1,273,044 1,160,738 1.23 Yes
67 1,322,943 506,066 816,877 0.88 1,772,741 564,303 1,208,438 1,110,726 1.20 Yes
68 UAV UAV UAV UAV 1,693,565 523,993 1,169,572 1,131,545 1.20 No
69 UAV UAV UAV UAV 1,640,980 471,509 1,169,471 1,085,423 1.15 Yes
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70 1,215,699 1.41 1,101,222 1,038,522 1.20 Yes
70.1 801,615 98,639 702,976 995,617 345,322 650,295 618,795
70.2 762,469 249,746 512,723 701,752 250,825 450,927 419,727
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71 1,370,635 526,062 844,573 1.00 1,742,034 622,516 1,119,517 1,010,790 1.20 Yes
72 UAV UAV UAV UAV 1,205,151 193,496 1,011,655 977,991 1.22 Yes
73 1,887,866 721,731 1,166,135 1.40 1,864,064 751,865 1,112,199 1,020,673 1.23 Yes
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74 1,336,228 1.54 1,457,059 1,282,333 1.48 Yes
74.1 2,774,017 1,879,105 894,912 2,683,435 1,688,409 995,026 887,689
74.2 1,684,718 1,243,402 441,316 1,684,718 1,222,685 462,033 394,644
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75 1,454,050 1.69 1,451,637 1,288,635 1.50 Yes
75.1 2,492,786 1,643,849 848,937 2,492,786 1,613,722 879,064 779,353
75.2 1,653,705 1,048,592 605,113 1,582,265 1,009,693 572,572 509,282
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76 UAV UAV UAV UAV 1,106,750 38,736 1,068,014 1,006,748 1.20 No
77 UAV UAV UAV UAV 1,279,856 372,247 907,609 878,242 1.20 Yes
78 919,178 0 919,178 1.23 947,606 28,428 919,178 904,748 1.21 No
79 1,362,973 378,205 984,768 1.29 1,464,358 404,939 1,059,419 1,021,995 1.33 Yes
80 1,540,885 483,046 1,057,839 1.49 1,469,552 502,695 966,857 865,778 1.22 Yes
81 969,296 19,800 949,496 1.32 920,831 54,085 866,746 860,740 1.20 No
82 1,834,391 799,061 1,035,330 1.44 1,892,881 917,038 975,843 864,789 1.20 Yes
83 2,631,821 1,453,749 1,178,072 1.64 2,493,431 1,390,478 1,102,954 1,003,217 1.39 Yes
84 UAV UAV UAV UAV 1,512,782 536,924 975,858 891,818 1.39 Yes
85 UAV UAV UAV UAV 1,013,457 36,404 977,053 877,715 1.34 No
86 UAV UAV UAV UAV 907,997 27,240 880,757 809,394 1.30 Yes
87 2,002,707 872,843 1,129,865 1.64 1,410,108 469,591 940,517 888,230 1.29 No
88 1,178,691 214,731 963,960 1.49 1,215,758 270,267 945,492 882,418 1.37 Yes
89 1,370,900 558,672 812,228 1.35 1,354,259 574,993 779,266 725,046 1.20 Yes
90 1,220,934 711,321 509,613 0.82 1,519,445 676,071 843,374 793,874 1.27 Yes
91 1,679,703 806,122 873,581 1.42 1,679,839 848,258 831,582 742,736 1.21 Yes
92 1,045,452 368,024 677,428 1.16 1,190,144 419,140 771,004 699,641 1.20 Yes
93 1,142,150 282,707 859,443 1.50 1,123,015 286,642 836,373 762,545 1.33 Yes
94 2,241,484 1,051,146 1,190,339 2.10 1,979,184 1,136,925 842,259 708,619 1.25 Yes
95 UAV UAV UAV UAV 831,754 133,530 698,223 690,223 1.23 No
96 UAV UAV UAV UAV 1,137,407 379,127 758,279 728,299 1.33 Yes
97 UAV UAV UAV UAV 692,168 20,765 671,403 669,954 1.21 No
98 1,468,844 719,715 749,129 1.30 1,504,034 796,846 707,187 707,187 1.23 (Note 6) Yes
99 1,844,306 1,033,519 810,786 1.38 2,483,568 1,620,845 862,723 862,723 1.47 No
100 903,797 220,790 683,006 1.58 919,771 242,361 677,410 659,055 1.52 Yes
101 1,434,279 724,106 710,173 1.37 1,540,155 754,769 785,386 717,311 1.39 Yes
102 1,416,301 265,368 1,150,933 2.76 1,376,597 270,049 1,106,547 1,026,484 2.46 No
103 603,505 244,206 359,299 0.70 1,086,741 383,493 703,249 661,339 1.28 Yes
104 878,837 127,665 751,172 1.46 951,362 179,711 771,651 746,442 1.45 Yes
105 1,060,868 382,423 678,445 1.32 1,086,333 400,154 686,179 621,083 1.21 Yes
106 UAV UAV UAV UAV 1,040,494 412,461 628,033 593,533 1.20 Yes
107 UAV UAV UAV UAV 734,244 117,014 617,231 609,731 1.23 No
108 738,563 201,633 536,930 1.11 1,128,329 323,934 804,395 728,897 1.51 Yes
109 7,273,177 6,012,217 1,260,960 2.29 7,273,177 6,181,382 1,091,795 800,868 1.46 No
110 1,162,508 398,036 764,472 1.98 1,093,204 426,072 667,132 599,481 1.55 No
111 1,204,163 592,263 611,900 1.05 1,297,010 595,039 701,971 670,471 1.15 Yes
112 2,778,423 1,627,014 1,151,409 2.04 2,778,493 1,858,145 920,348 809,208 1.43 Yes
113 857,970 201,483 656,487 1.30 930,949 252,913 678,036 638,905 1.27 Yes
114 1,276,798 709,218 567,580 1.27 1,265,534 667,115 598,419 536,419 1.20 Yes
115 893,054 376,167 516,888 1.21 931,400 385,373 546,027 529,277 1.24 Yes
116 851,106 226,191 624,915 1.46 785,849 244,649 541,200 514,429 1.20 Yes
117 1,304,782 512,546 792,236 1.82 1,315,405 622,031 693,374 667,646 1.53 No
118 UAV UAV UAV UAV 698,332 178,285 520,047 500,242 1.21 Yes
119 2,164,702 1,347,781 738,677 1.68 2,175,600 1,343,351 658,201 745,225 1.70 Yes
120 805,570 118,168 687,402 1.69 717,415 207,519 509,896 480,373 1.20 Yes
121 1,129,167 514,719 614,448 1.58 1,127,446 528,695 598,751 561,251 1.44 Yes
122 UAV UAV UAV UAV 629,951 113,654 516,298 507,946 1.27 No
123 697,480 192,178 505,302 1.27 734,066 216,004 518,062 482,434 1.21 Yes
----------------------------------------------------------------------------------------------------------------------------------
124 UAV UAV UAV UAV 346,750 10,403 336,348 305,258 1.22 No
125 UAV UAV UAV UAV 104,374 3,131 101,242 95,571 1.22 No
126 UAV UAV UAV UAV 93,404 2,802 90,602 84,894 1.22 No
----------------------------------------------------------------------------------------------------------------------------------
127 527,481 90,311 437,170 1.04 781,066 210,332 570,733 524,678 1.25 Yes
128 724,771 257,666 467,105 1.24 771,566 229,380 542,186 484,091 1.29 Yes
129 811,516 365,735 445,781 1.18 846,739 360,737 486,002 463,002 1.22 No
130 922,716 175,158 817,558 2.11 938,745 187,210 751,535 718,015 1.85 No
131 696,113 89,098 607,015 2.06 1,182,593 382,374 800,219 742,131 2.52 Yes
132 659,087 104,180 554,907 1.50 695,779 179,398 516,381 453,290 1.22 Yes
133 1,627,802 858,523 769,279 1.93 1,556,634 932,567 624,068 561,802 1.41 Yes
134 895,724 418,715 477,009 1.30 893,237 415,480 477,757 442,553 1.20 Yes
135 UAV UAV UAV UAV 542,368 91,506 450,863 444,010 1.27 No
136 752,804 237,419 515,385 1.50 679,628 203,781 475,847 426,145 1.24 Yes
137 2,060,644 1,424,338 636,306 1.64 2,054,394 1,461,249 593,145 510,969 1.32 Yes
138 1,168,169 688,229 479,940 1.42 1,306,654 689,614 617,040 552,864 1.64 Yes
139 UAV UAV UAV UAV 601,830 127,403 474,426 455,005 1.36 Yes
140 665,994 226,879 439,115 1.34 670,063 229,915 440,148 396,597 1.21 Yes
141 510,694 0 510,694 1.59 447,840 14,313 433,526 406,523 1.27 No
142 302,660 0 302,660 0.94 445,667 13,370 432,297 414,889 1.28 No
143 UAV UAV UAV UAV 667,249 245,952 421,297 404,197 1.26 Yes
144 2,069,256 1,477,281 591,975 1.65 2,069,256 1,517,244 552,012 469,242 1.31 Yes
145 1,586,796 958,571 628,225 1.70 1,496,922 893,390 603,612 543,735 1.47 Yes
146 656,078 209,713 446,365 1.35 653,477 219,815 433,662 416,351 1.25 Yes
147 UAV UAV UAV UAV 396,000 11,880 384,120 382,638 1.21 No
148 UAV UAV UAV UAV 605,292 201,278 404,014 381,495 1.32 Yes
149 UAV UAV UAV UAV 511,189 136,710 374,479 373,320 1.16 Yes
150 425,992 28,527 397,465 1.41 436,649 41,263 395,386 371,194 1.32 No
151 454,275 0 454,275 1.63 457,305 13,719 443,586 417,237 1.50 No
152 701,649 375,695 325,954 1.21 764,961 381,218 383,743 333,160 1.24 Yes
153 UAV UAV UAV UAV 374,045 12,647 361,397 350,210 1.31 No
154 435,123 64,330 370,793 1.46 452,339 117,002 335,338 325,124 1.28 Yes
155 323,215 12,977 310,237 1.29 313,489 12,686 300,803 292,804 1.22 No
156 UAV UAV UAV UAV 432,805 71,406 361,399 347,284 1.45 Yes
157 777,350 306,906 470,444 1.98 694,158 260,697 433,461 389,504 1.64 Yes
158 369,093 171,488 197,605 0.79 530,933 170,088 360,845 322,484 1.29 Yes
159 783,694 410,332 373,362 1.49 772,541 337,316 337,316 302,564 1.21 Yes
160 565,208 406,328 158,879 0.81 668,219 369,763 298,456 237,734 1.21 Yes
161 UAV UAV UAV UAV 255,550 7,667 247,884 234,840 1.20 No
162 927,032 561,716 365,316 1.93 896,904 497,326 399,578 368,078 1.94 Yes
163 237,900 0 237,900 1.47 238,545 23,616 214,929 207,709 1.29 No
164 184,582 0 184,582 1.37 175,353 5,261 170,092 162,321 1.21 No
165 170,830 0 170,830 1.38 162,289 4,869 157,420 150,113 1.21 No
166 217,722 100,540 117,182 1.80 199,799 110,393 89,406 78,396 1.20 Yes
ESCROWED
REPLACE-
RECOMMENDED MENT
INSURANCE ANNUAL RESERVES
LOAN CURRENTLY REPLACEMENT U/W ANNUAL REPLACE- INITIAL ESCROWED REPLACEMENT RESERVES RECOMMENDED ANNUAL REPLACEMENT
NUMBER ESCROWED RESERVES MENT RESERVES DEPOSIT CURRENT ANNUAL DEPOSIT RESERVES PSF/UNIT/ROOM/PAD
------------------------------------------------------------------------------------------------------------------------------
1 No 2,183,043 1,097,496 (Note 12) 0 0 0.20 (Note 12)
1.1 12,888 53,500
1.2 64,883 21,832
1.3 17,718 49,400
1.4 21,955 12,666
1.5 15,192 9,442
1.6 16,483 8,438
1.7 16,853 34,700
1.8 23,331 11,984
1.9 18,827 10,080
1.10 36,669 9,910
1.11 21,314 11,279
1.12 20,393 9,412
1.13 21,184 9,049
1.14 24,005 9,050
1.15 29,562 9,050
1.16 7,203 9,754
1.17 31,465 10,592
1.18 29,313 10,624
1.19 14,977 9,051
1.20 15,318 9,044
1.21 21,667 10,221
1.22 16,895 12,476
1.23 14,196 9,059
1.24 18,241 9,411
1.25 25,014 9,423
1.26 28,894 9,471
1.27 11,385 10,025
1.28 41,406 10,233
1.29 20,069 9,046
1.30 19,101 9,803
1.31 23,412 9,408
1.32 19,098 10,001
1.33 15,596 9,928
1.34 20,962 10,148
1.35 16,665 9,801
1.36 7,397 9,046
1.37 29,323 9,041
1.38 14,414 7,769
1.39 14,172 9,793
1.40 18,942 10,388
1.41 37,063 9,796
1.42 25,979 10,080
1.43 16,677 9,633
1.44 1,292 10,169
1.45 36,274 8,674
1.46 20,773 9,413
1.47 15,133 8,117
1.48 29,217 9,385
1.49 20,870 9,441
1.50 13,966 9,816
1.51 25,670 9,786
1.52 23,121 9,423
1.53 22,958 9,422
1.54 10,749 8,438
1.55 15,063 9,424
1.56 19,970 7,185
1.57 15,247 8,336
1.58 31,726 8,816
1.59 21,727 7,185
1.60 23,496 9,101
1.61 20,189 6,546
1.62 15,646 8,795
1.63 7,056 6,675
1.64 18,417 8,803
1.65 14,335 9,033
1.66 21,731 7,181
1.67 25,384 10,076
1.68 11,120 6,674
1.69 34,371 9,051
1.70 32,784 11,699
1.71 15,358 7,756
1.72 15,802 9,425
1.73 27,038 9,425
1.74 7,450 9,043
1.75 19,143 9,401
1.76 10,913 10,084
1.77 19,364 9,434
1.78 15,598 6,678
1.79 14,378 7,584
1.80 14,410 6,726
1.81 13,262 9,423
1.82 16,295 7,578
1.83 12,729 7,396
1.84 7,397 6,678
1.85 10,831 6,683
1.86 30,958 7,012
1.87 12,153 8,318
1.88 16,839 6,671
1.89 13,363 9,053
1.90 17,857 7,396
1.91 17,693 8,318
1.92 25,155 9,404
1.93 20,173 9,407
1.94 16,806 7,584
1.95 18,908 9,043
1.96 28,348 9,051
1.97 17,550 7,184
1.98 27,491 8,321
1.99 19,097 9,414
1.100 31,963 7,584
1.101 18,022 7,135
1.102 17,567 9,423
1.103 17,753 7,134
1.104 23,085 7,506
1.105 14,420 9,409
1.106 1,150 1,506
1.107 1,398 1,427
1.108 17,247 6,099
1.109 8,434 2,895
1.110 31,784 9,059
1.111 11,679 8,033
1.112 1,796 1,282
------------------------------------------------------------------------------------------------------------------------------
2 No 94,825 127,384 94,825 0 0.15
3 No 84,539 121,520 0 0 0.17
------------------------------------------------------------------------------------------------------------------------------
4 No 138,508 228,890 0 0 0.15
4.1 34,445 51,896
4.2 58,244 53,645
4.3 11,335 31,129
4.4 11,992 31,766
4.5 8,482 17,528
4.6 11,295 17,679
4.7 2,714 25,247
------------------------------------------------------------------------------------------------------------------------------
5 Yes 1,382,794 1,511,286 0 4% of Gross Revenues 2,384.13
5.1 681,356 722,337
5.2 701,439 788,949
------------------------------------------------------------------------------------------------------------------------------
6 No 614,150 105,500 0 61,140 1,455.33
7 Yes 32,706 13,505 252,500 0 0.12
------------------------------------------------------------------------------------------------------------------------------
8 No 22,375 226,528 0 4% of Gross Revenues 113.01
9 No 15,200 146,866 0 4% of Gross Revenues 121.60
10 No 9,758 64,042 0 4% of Gross Revenues 139.40
11 No 9,538 51,148 0 4% of Gross Revenues 136.25
------------------------------------------------------------------------------------------------------------------------------
12 Yes 8,274 31,000 0 31,000 0.03
13 Yes 13,687 14,500 0 14,500 0.09
14 Yes 6,439 0 0 9,164 0.07
15 Yes 3,842 12,175 0 12,175 0.03
16 Yes 7,983 13,839 0 13,839 0.06
17 Yes 3,379 3,250 0 3,250 0.10
18 Yes 1,361 1,400 0 1,400 0.10
19 Yes 729 695 0 695 0.10
------------------------------------------------------------------------------------------------------------------------------
20 Yes 9,900 15,821 0 16,551 0.09
21 Yes 67,728 67,728 0 67,728 0.22
22 No 89,177 97,500 400,000 97,500 228.66
23 Yes 60,912 65,815 0 65,840 0.14
24 Yes 32,000 66,839 0 0 0.10
25 No 10,787 18,195 0 0 0.09
26 Yes 26,942 79,359 0 79,359 0.03
27 Yes 154,042 0 2,749,512 0 303.23
28 Yes 9,633 17,305 0 17,304 0.08
29 Yes 33,564 28,591 0 33,563 0.23
30 Yes 75,515 0 910,000 0 215.76
31 No 12,206 22,401 0 0 0.08
32 No 33,702 54,000 0 54,000 156.03
33 No 45,534 44,355 0 44,355 0.15
34 No 13,198 13,068 0 13,054 0.14
35 No 11,327 14,315 0 14,315 0.08
36 No 11,937 11,448 0 11,448 0.11
37 No 28,500 40,000 0 40,000 0.07
38 Yes 23,697 23,180 0 18,665 0.19
39 Yes 39,221 96,000 0 96,000 181.58
40 Yes 9,940 12,104 0 12,104 0.08
41 No 14,624 15,248 0 15,221 0.19
42 Yes 212,499 401,131 0 4% of Gross Revenues 833.33
43 Yes 11,617 22,602 0 0 0.08
44 No 39,642 39,758 39,758 0 0.19
45 Yes 114,068 116,000 0 116,000 245.84
46 Yes 145,220 367,474 0 4% of Gross Revenues 663.10
47 No 69,621 205,570 0 4% of Gross Revenues 449.17
48 Yes 10,725 23,210 0 23,210 0.09
49 No 68,722 81,000 0 72,900 212.10
50 No 0 0 0 0 0.00
51 Yes 137,253 0 2,142,375 0 392.15
------------------------------------------------------------------------------------------------------------------------------
52 Yes 29,288 48,000 0 48,000 152.54
53 Yes 28,584 33,000 0 33,000 216.55
------------------------------------------------------------------------------------------------------------------------------
54 Yes 3,003 4,836 0 4,836 0.09
55 Yes 7,324 13,071 0 13,071 0.06
56 Yes 4,020 24,800 0 24,800 0.03
57 No 2,875 3,483 0 3,483 0.12
58 Yes 17,039 25,218 0 25,218 0.14
59 No 13,868 16,506 0 0 0.16
------------------------------------------------------------------------------------------------------------------------------
60 Yes 22,629 25,500 63,750 0 221.85
61 Yes 22,420 25,000 62,500 0 224.20
------------------------------------------------------------------------------------------------------------------------------
62 Yes 91,701 100,000 0 100,000 229.25
63 Yes 41,035 72,250 300,000 72,250 141.99
64 No 149,969 150,100 0 150,100 315.72
------------------------------------------------------------------------------------------------------------------------------
65 Yes 187,442 192,958 0 4% of Gross Revenues 755.81
65.1 55,442 62,727
65.2 69,149 68,594
65.3 62,851 61,638
------------------------------------------------------------------------------------------------------------------------------
66 Yes 21,447 21,447 0 21,447 0.26
67 No 4,225 14,910 0 14,910 0.06
68 No 1,656 7,076 0 7,076 0.04
69 Yes 25,647 22,145 0 22,146 0.23
------------------------------------------------------------------------------------------------------------------------------
70 Yes 29,142 62,700 0 62,700 139.43
70.1 12,500 31,500
70.2 16,642 31,200
------------------------------------------------------------------------------------------------------------------------------
71 No 7,367 17,986 0 17,986 0.08
72 Yes 2,037 3,000 0 3,000 0.14
73 No 11,624 16,140 25,000 0 0.11
------------------------------------------------------------------------------------------------------------------------------
74 Yes 159,692 174,726 0 4% of Gross Revenues 810.62
74.1 92,193 107,337
74.2 67,499 67,389
------------------------------------------------------------------------------------------------------------------------------
75 Yes 160,382 163,002 0 4% of Gross Revenues 793.97
75.1 92,875 99,711
75.2 67,507 63,291
------------------------------------------------------------------------------------------------------------------------------
76 No 8,536 13,000 690,000 12,996 0.13
77 No 1,424 2,962 0 2,962 0.05
78 No 11,157 14,430 0 0 0.08
79 Yes 4,680 9,491 0 12,261 0.02
80 No 31,795 31,795 65,000 24,162 0.10
81 Yes 0 6,007 0 0 0.00
82 Yes 30,738 43,116 0 43,118 0.14
83 Yes 29,683 99,737 0 4% of Gross Revenues 329.81
84 Yes 10,529 21,930 100,000 0 0.05
85 No 45,500 24,281 0 24,281 0.38
86 No 11,889 18,025 0 18,025 0.07
87 No 9,900 10,038 25,000 0 0.20
88 Yes 6,602 14,559 0 14,559 0.07
89 Yes 3,516 7,643 0 7,643 0.07
90 Yes 34,760 49,500 0 49,500 175.56
91 Yes 3,229 14,442 0 14,442 0.04
92 Yes 6,750 10,582 0 10,582 0.10
93 Yes 8,715 18,705 0 17,293 0.07
94 No 19,174 18,805 0 19,794 0.19
95 No 5,617 8,000 0 0 0.14
96 Yes 15,152 17,306 0 17,306 0.14
97 No 1,183 1,449 0 0 0.08
98 Yes 157,024 73,000 0 73,000 537.75
99 No 24,686 99,343 0 49,660 316.49
100 No 6,420 3,079 0 0 0.11
101 Yes 68,075 68,075 0 68,075 251.20
102 No 11,198 11,673 0 0 0.19
103 Yes 7,748 8,899 0 8,899 0.13
104 Yes 17,185 17,287 150,000 17,287 0.20
105 Yes 1,932 12,262 0 12,262 0.03
106 Yes 21,492 34,500 0 27,600 155.74
107 No 7,017 7,500 0 0 0.19
108 No 27,140 28,161 0 28,161 0.33
109 No 90,430 290,927 0 288,183 706.48
110 No 10,221 10,335 0 0 0.18
111 Yes 26,586 31,500 0 31,500 211.00
112 Yes 83,882 111,140 0 4% of Gross Revenues 419.41
113 Yes 1,793 7,030 0 7,030 0.05
114 No 54,066 62,000 0 62,000 218.01
115 Yes 11,367 16,750 0 16,250 169.66
116 Yes 4,518 4,448 0 4,448 0.15
117 No 25,771 25,728 0 0 67.11
118 Yes 2,328 2,424 0 2,424 0.11
119 Yes 58,984 87,024 0 4% of Gross Revenues 551.25
120 Yes 5,808 6,054 0 6,054 0.10
121 Yes 35,647 37,500 0 0 237.64
122 No 8,506 8,352 0 0 0.21
123 Yes 9,546 6,542 30,000 5,452 0.18
------------------------------------------------------------------------------------------------------------------------------
124 No 5,006 5,273 0 5,273 0.09
125 No 528 678 0 700 0.08
126 No 1,019 1,016 0 700 0.15
------------------------------------------------------------------------------------------------------------------------------
127 Yes 2,769 6,203 0 6,183 0.07
128 No 19,119 19,264 0 19,264 0.18
129 Yes 18,671 23,000 0 23,000 202.94
130 No 5,939 6,295 18,750 0 0.14
131 Yes 3,625 7,657 0 0 0.07
132 Yes 9,189 12,622 0 12,622 0.11
133 No 22,350 62,265 0 4% of Gross Revenues 302.03
134 Yes 29,126 35,224 0 34,000 214.16
135 No 6,975 6,853 0 0 0.20
136 Yes 3,174 6,997 0 4,665 0.07
137 Yes 43,172 82,176 0 4% of Gross Revenues 388.93
138 No 64,241 64,176 0 64,176 382.39
139 Yes 1,746 2,752 0 1,840 0.09
140 No 13,009 13,009 65,000 5,899 0.10
141 Yes 7,050 7,132 0 0 0.25
142 No 4,653 6,465 0 0 0.11
143 Yes 5,975 17,100 0 17,100 104.82
144 Yes 38,844 82,770 0 4% of Gross Revenues 340.74
145 Yes 34,029 59,877 0 63,472 453.71
146 Yes 880 2,420 0 2,420 0.05
147 No 676 1,482 0 0 0.05
148 Yes 1,933 5,011 0 4,951 0.07
149 No 1,498 1,159 0 1,159 0.13
150 No 6,096 6,012 0 0 0.24
151 No 10,217 10,363 0 0 0.23
152 Yes 6,323 7,207 0 7,207 0.18
153 Yes 1,308 2,591 0 0 0.08
154 Yes 1,340 1,763 0 1,763 0.15
155 No 876 2,352 0 2,352 0.08
156 Yes 633 2,255 0 2,255 0.04
157 Yes 3,958 6,165 0 6,165 0.13
158 Yes 1,313 4,209 0 4,248 0.06
159 Yes 39,679 34,752 0 34,752 319.99
160 No 8,518 10,813 0 10,813 0.16
161 No 1,050 3,000 0 3,000 0.05
162 Yes 22,556 31,500 0 31,500 179.02
163 Yes 940 1,118 0 0 0.08
164 No 1,743 1,789 0 1,789 0.16
165 No 1,703 1,677 0 1,677 0.15
166 Yes 11,283 11,010 0 11,010 352.60
ESCROWED
ESCROWED ESCROWED ESCROWED ESCROWED TI/LC
U/W ANNUAL REPLACEMENT REPLACEMENT ESCROWED TI/LC U/W TI/LC RESERVES
REPLACEMENT RESERVES RESERVES CURRENT U/W TI/LC RESERVES ANNUAL RESERVES CURRENT
RESERVES INITIAL DEPOSIT ANNUAL DEPOSIT ANNUAL RESERVES CURRENT TI/LC INITIAL ANNUAL
LOAN PSF/UNIT/ PSF/UNIT/ PSF/UNIT/ TI/LC INITIAL ANNUAL RESERVES DEPOSIT DEPOSIT
NUMBER ROOM/PAD ROOM/PAD ROOM/PAD RESERVES DEPOSIT DEPOSIT PSF PSF PSF
-------------------------------------------------------------------------------------------------------------------------
1 0.10 0.00 0.00 (Note 12) 0 0 (Note 12) 0.00 0.00
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
1.23
1.24
1.25
1.26
1.27
1.28
1.29
1.30
1.31
1.32
1.33
1.34
1.35
1.36
1.37
1.38
1.39
1.40
1.41
1.42
1.43
1.44
1.45
1.46
1.47
1.48
1.49
1.50
1.51
1.52
1.53
1.54
1.55
1.56
1.57
1.58
1.59
1.60
1.61
1.62
1.63
1.64
1.65
1.66
1.67
1.68
1.69
1.70
1.71
1.72
1.73
1.74
1.75
1.76
1.77
1.78
1.79
1.80
1.81
1.82
1.83
1.84
1.85
1.86
1.87
1.88
1.89
1.90
1.91
1.92
1.93
1.94
1.95
1.96
1.97
1.98
1.99
1.100
1.101
1.102
1.103
1.104
1.105
1.106
1.107
1.108
1.109
1.110
1.111
1.112
--------------------------------------------------------------------------------------------------------------------------
2 0.20 0.15 0.00 318,461 539,725 0 0.50 0.85 0.00
3 0.25 0.00 0.00 818,386 6,837,894 0 1.68 14.07 0.00
--------------------------------------------------------------------------------------------------------------------------
4 0.25 0.00 0.00 1,014,389 0 0 1.11 0.00 0.00
4.1 260,302 1.25
4.2 133,713 0.62
4.3 141,031 1.13
4.4 169,858 1.34
4.5 96,570 1.38
4.6 83,234 1.18
4.7 129,682 1.28
--------------------------------------------------------------------------------------------------------------------------
5 2,605.67 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
5.1 NAP NAP
5.2 NAP NAP
--------------------------------------------------------------------------------------------------------------------------
6 250.00 0.00 144.88 NAP NAP NAP NAP NAP NAP
7 0.05 0.93 0.00 105,901 3,000,000 0 0.39 11.11 0.00
--------------------------------------------------------------------------------------------------------------------------
8 1,144.08 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
9 1,174.93 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
10 914.88 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
11 730.69 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
--------------------------------------------------------------------------------------------------------------------------
12 0.10 0.00 0.10 51,476 0 51,052 0.17 0.00 0.16
13 0.10 0.00 0.10 50,556 0 23,879 0.35 0.00 0.16
14 0.00 0.00 0.10 72,304 0 15,092 0.79 0.00 0.16
15 0.10 0.00 0.10 35,562 0 20,050 0.29 0.00 0.16
16 0.10 0.00 0.10 21,385 0 22,791 0.15 0.00 0.16
17 0.10 0.00 0.10 12,612 0 5,352 0.39 0.00 0.16
18 0.10 0.00 0.10 14,744 0 2,306 1.05 0.00 0.16
19 0.09 0.00 0.09 3,166 0 1,145 0.42 0.00 0.15
--------------------------------------------------------------------------------------------------------------------------
20 0.15 0.00 0.16 107,977 500,000 100,000 1.02 4.74 0.95
21 0.22 0.00 0.22 258,505 700,000 200,000 0.85 2.31 0.66
22 250.00 1,025.64 250.00 NAP NAP NAP NAP NAP NAP
23 0.15 0.00 0.15 76,057 1,301,259 220,029 0.17 2.96 0.50
24 0.20 0.00 0.00 349,987 167,496 0 1.05 0.50 0.00
25 0.15 0.00 0.00 47,010 0 0 0.39 0.00 0.00
26 0.10 0.00 0.10 102,625 0 119,039 0.13 0.00 0.15
27 0.00 5,412.43 0.00 NAP NAP NAP NAP NAP NAP
28 0.15 0.00 0.15 44,034 64,200 0 0.38 0.56 0.00
29 0.19 0.00 0.23 82,477 0 0 0.56 0.00 0.00
30 0.00 2,600.00 0.00 NAP NAP NAP NAP NAP NAP
31 0.15 0.00 0.00 42,852 0 0 0.29 0.00 0.00
32 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
33 0.15 0.00 0.15 119,123 1,162,862 0 0.40 3.93 0.00
34 0.14 0.00 0.14 41,414 0 0 0.44 0.00 0.00
35 0.10 0.00 0.10 123,575 0 101,635 0.86 0.00 0.71
36 0.11 0.00 0.11 33,595 0 0 0.32 0.00 0.00
37 0.10 0.00 0.10 88,583 0 175,000 0.22 0.00 0.44
38 0.19 0.00 0.15 130,284 0 125,179 1.05 0.00 1.01
39 444.44 0.00 444.44 NAP NAP NAP NAP NAP NAP
40 0.10 0.00 0.10 82,672 0 64,159 0.68 0.00 0.53
41 0.20 0.00 0.20 44,095 420,000 0 0.58 5.51 0.00
42 1,573.06 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
43 0.15 0.00 0.00 45,746 0 0 0.30 0.00 0.00
44 0.19 0.19 0.00 93,082 0 0 0.44 0.00 0.00
45 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
46 1,677.97 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
47 1,326.26 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
48 0.20 0.00 0.20 95,540 398,500 0 0.82 3.43 0.00
49 250.00 0.00 225.00 NAP NAP NAP NAP NAP NAP
50 0.00 0.00 0.00 NAP NAP NAP NAP NAP NAP
51 0.00 6,121.07 0.00 NAP NAP NAP NAP NAP NAP
--------------------------------------------------------------------------------------------------------------------------
52 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
53 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
--------------------------------------------------------------------------------------------------------------------------
54 0.15 0.00 0.15 38,652 0 32,238 1.20 0.00 1.00
55 0.10 0.00 0.10 138,103 650,000 0 1.06 4.97 0.00
56 0.20 0.00 0.20 100,396 957,796 50,000 0.81 7.72 0.40
57 0.15 0.00 0.15 20,896 0 0 0.90 0.00 0.00
58 0.20 0.00 0.20 68,417 0 0 0.54 0.00 0.00
59 0.19 0.00 0.00 59,255 0 0 0.68 0.00 0.00
--------------------------------------------------------------------------------------------------------------------------
60 250.00 625.00 0.00 NAP NAP NAP NAP NAP NAP
61 250.00 625.00 0.00 NAP NAP NAP NAP NAP NAP
--------------------------------------------------------------------------------------------------------------------------
62 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
63 250.00 1,038.06 250.00 NAP NAP NAP NAP NAP NAP
64 316.00 0.00 316.00 NAP NAP NAP NAP NAP NAP
--------------------------------------------------------------------------------------------------------------------------
65 778.06 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
65.1 755.74 NAP NAP
65.2 788.44 NAP NAP
65.3 790.23 NAP NAP
--------------------------------------------------------------------------------------------------------------------------
66 0.26 0.00 0.26 90,859 1,000,000 50,000 1.12 12.35 0.62
67 0.20 0.00 0.20 82,802 1,833,000 45,000 1.11 24.59 0.60
68 0.15 0.00 0.15 30,951 0 0 0.66 0.00 0.00
69 0.20 0.00 0.20 61,903 0 55,362 0.56 0.00 0.50
--------------------------------------------------------------------------------------------------------------------------
70 300.00 0.00 300.00 NAP NAP NAP NAP NAP NAP
70.1 300.00 NAP NAP
70.2 300.00 NAP NAP
--------------------------------------------------------------------------------------------------------------------------
71 0.20 0.00 0.20 90,741 0 0 1.01 0.00 0.00
72 0.20 0.00 0.20 30,664 0 39,504 2.04 0.00 2.63
73 0.15 0.23 0.00 75,386 250,000 0 0.70 2.32 0.00
--------------------------------------------------------------------------------------------------------------------------
74 886.93 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
74.1 933.37 NAP NAP
74.2 821.81 NAP NAP
--------------------------------------------------------------------------------------------------------------------------
75 806.94 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
75.1 874.66 NAP NAP
75.2 719.21 NAP NAP
--------------------------------------------------------------------------------------------------------------------------
76 0.20 10.62 0.20 48,266 2,400,000 0 0.74 36.92 0.00
77 0.10 0.00 0.10 26,405 0 0 0.89 0.00 0.00
78 0.10 0.00 0.00 0 0 0 0.00 0.00 0.00
79 0.04 0.00 0.05 27,932 0 43,000 0.12 0.00 0.18
80 0.10 0.21 0.08 69,284 0 70,522 0.23 0.00 0.23
81 0.10 0.00 0.00 0 0 0 0.00 0.00 0.00
82 0.20 0.00 0.20 67,938 0 107,794 0.32 0.00 0.50
83 1,108.19 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
84 0.10 0.46 0.00 62,110 1,438,706 0 0.28 6.56 0.00
85 0.20 0.00 0.20 75,057 31,563 50,000 0.62 0.26 0.41
86 0.10 0.00 0.10 53,338 200,000 0 0.30 1.11 0.00
87 0.20 0.50 0.00 42,249 0 0 0.84 0.00 0.00
88 0.15 0.00 0.15 48,514 0 0 0.50 0.00 0.00
89 0.15 0.00 0.15 46,576 175,000 0 0.91 3.43 0.00
90 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
91 0.20 0.00 0.20 74,404 0 93,876 1.03 0.00 1.30
92 0.15 0.00 0.15 60,782 0 55,332 0.86 0.00 0.78
93 0.15 0.00 0.14 55,123 396,625 0 0.44 3.18 0.00
94 0.19 0.00 0.20 114,836 0 90,000 1.16 0.00 0.91
95 0.20 0.00 0.00 0 0 0 0.00 0.00 0.00
96 0.16 0.00 0.16 12,675 0 54,080 0.12 0.00 0.50
97 0.10 0.00 0.00 0 0 0 0.00 0.00 0.00
98 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
99 1,273.63 0.00 636.66 NAP NAP NAP NAP NAP NAP
100 0.05 0.00 0.00 15,277 0 0 0.26 0.00 0.00
101 251.20 0.00 251.20 NAP NAP NAP NAP NAP NAP
102 0.20 0.00 0.00 68,390 0 0 1.17 0.00 0.00
103 0.15 0.00 0.15 33,011 100,000 90,000 0.56 1.69 1.52
104 0.20 1.74 0.20 7,922 0 0 0.09 0.00 0.00
105 0.20 0.00 0.20 52,834 0 91,113 0.86 0.00 1.49
106 250.00 0.00 200.00 NAP NAP NAP NAP NAP NAP
107 0.20 0.00 0.00 0 0 0 0.00 0.00 0.00
108 0.34 0.00 0.34 47,338 0 82,825 0.57 0.00 1.00
109 2,272.87 0.00 2,251.43 NAP NAP NAP NAP NAP NAP
110 0.18 0.00 0.00 57,315 0 0 1.00 0.00 0.00
111 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
112 555.70 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
113 0.20 0.00 0.20 32,100 50,000 50,000 0.91 1.42 1.42
114 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
115 250.00 0.00 242.54 NAP NAP NAP NAP NAP NAP
116 0.15 0.00 0.15 22,324 0 22,239 0.75 0.00 0.75
117 67.00 0.00 0.00 NAP NAP NAP NAP NAP NAP
118 0.11 0.00 0.11 17,381 0 18,289 0.79 0.00 0.83
119 813.31 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
120 0.10 0.00 0.10 23,470 150,000 44,913 0.39 2.48 0.74
121 250.00 0.00 0.00 NAP NAP NAP NAP NAP NAP
122 0.21 0.00 0.00 0 0 0 0.00 0.00 0.00
123 0.12 0.55 0.10 29,086 0 31,509 0.53 0.00 0.58
--------------------------------------------------------------------------------------------------------------------------
124 0.10 0.00 0.10 25,816 0 0 0.49 0.00 0.00
125 0.10 0.00 0.10 4,993 0 0 0.74 0.00 0.00
126 0.15 0.00 0.10 4,692 0 0 0.69 0.00 0.00
--------------------------------------------------------------------------------------------------------------------------
127 0.15 0.00 0.15 39,852 0 15,000 0.96 0.00 0.36
128 0.18 0.00 0.18 38,832 0 0 0.36 0.00 0.00
129 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
130 0.15 0.45 0.00 27,226 0 0 0.65 0.00 0.00
131 0.15 0.00 0.00 50,431 0 0 0.99 0.00 0.00
132 0.15 0.00 0.15 50,469 0 50,469 0.60 0.00 0.60
133 841.42 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
134 259.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
135 0.20 0.00 0.00 0 0 0 0.00 0.00 0.00
136 0.15 0.00 0.10 42,705 0 18,659 0.92 0.00 0.40
137 740.32 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
138 382.00 0.00 382.00 NAP NAP NAP NAP NAP NAP
139 0.15 0.00 0.10 16,669 40,000 0 0.91 2.17 0.00
140 0.10 0.52 0.05 30,543 0 30,997 0.25 0.00 0.25
141 0.25 0.00 0.00 19,872 0 0 0.70 0.00 0.00
142 0.15 0.00 0.00 10,943 0 0 0.25 0.00 0.00
143 300.00 0.00 300.00 NAP NAP NAP NAP NAP NAP
144 726.05 0.00 4% of Gross Revenues NAP NAP NAP NAP NAP NAP
145 798.36 0.00 846.29 NAP NAP NAP NAP NAP NAP
146 0.15 0.00 0.15 14,891 105,000 15,000 0.92 6.51 0.93
147 0.10 0.00 0.00 0 0 0 0.00 0.00 0.00
148 0.18 0.00 0.18 17,508 0 16,503 0.63 0.00 0.59
149 0.10 0.00 0.10 0 0 0 0.00 0.00 0.00
150 0.24 0.00 0.00 18,180 0 0 0.73 0.00 0.00
151 0.23 0.00 0.00 15,985 0 0 0.35 0.00 0.00
152 0.20 0.00 0.20 43,375 0 36,036 1.20 0.00 1.00
153 0.15 0.00 0.00 8,597 0 0 0.50 0.00 0.00
154 0.20 0.00 0.20 8,451 0 0 0.96 0.00 0.00
155 0.21 0.00 0.21 5,647 0 0 0.50 0.00 0.00
156 0.15 0.00 0.15 11,861 0 14,500 0.79 0.00 0.96
157 0.20 0.00 0.20 37,793 0 0 1.23 0.00 0.00
158 0.20 0.00 0.20 34,152 0 20,000 1.62 0.00 0.95
159 280.26 0.00 280.26 NAP NAP NAP NAP NAP NAP
160 0.20 0.00 0.20 49,910 0 54,064 0.92 0.00 1.00
161 0.15 0.00 0.15 10,044 0 0 0.50 0.00 0.00
162 250.00 0.00 250.00 NAP NAP NAP NAP NAP NAP
163 0.10 0.00 0.00 6,102 0 0 0.55 0.00 0.00
164 0.16 0.00 0.16 5,982 0 0 0.54 0.00 0.00
165 0.15 0.00 0.15 5,630 0 0 0.50 0.00 0.00
166 344.06 0.00 344.06 NAP NAP NAP NAP NAP NAP
FOOTNOTES TO ANNEX A-1
(1) With respect to loan numbers 8, 9, 10, 11, 23, 26, 28, 37, 38, 72 and 120,
the U/W NCF DSCRs were adjusted to take into account: (a) the reamortized
debt service payments that would be in effect if the principal balance of
the subject underlying mortgage loan is reduced by a related cash holdback;
and/or (b) various assumptions regarding the financial performance of the
related mortgaged real property that are consistent with the release of the
subject cash holdback. With respect to loan numbers 8, 9, 10, 11, 23, 26,
28, 37, 38, 72 and 120, the U/W NCF DSCRs calculated based upon their
unadjusted debt service payments are 1.28x, 1.28x, 1.28x, 1.28x, 1.16x,
1.07x, 1.12x, 0.85x, 1.10x, 1.13x and 1.18x, respectively.
(2) With respect to loan number 26, the Cut-off Date LTV ratio has been
calculated based upon the relevant principal balance of the subject
underlying mortgage loan, as reduced by the amount of a related cash
holdback. With respect to loan number 26, the Cut-off Date LTV ratio
calculated based upon the unadjusted relevant principal balance of the
subject underlying mortgage loan is 86.60%. With respect to loan numbers 37
and 76, the Cut-off Date LTV ratio has been calculated using the
"as-stabilized" appraised value rather than the "as-is" appraised value.
With respect to loan numbers 37 and 76, the Cut-off Date LTV ratio
calculated using the "as-is" appraised value are 105.35% and 103.64%,
respectively.
(3) With respect to loan number 26, the Maturity Date / ARD LTV ratio has been
calculated based upon the relevant principal balance of the subject
underlying mortgage loan, as reduced by the amount of a related cash
holdback. With respect to loan number 26, the Maturity Date / ARD LTV ratio
calculated based upon the unadjusted relevant principal balance of the
subject underlying mortgage loan is 77.65%. With respect to loan numbers 37
and 76, the Maturity Date / ARD LTV ratio has been calculated using the
"as-stabilized" appraised value rather than the "as-is" appraised value.
With respect to loan numbers 37 and 76, the Maturity Date / ARD LTV ratio
calculated using the "as-is" appraised value are 81.59% and 92.34%,
respectively.
(4) For each Crossed Group, reflects the aggregate cut-off date principal
balance of the entire subject Crossed Group. For each Related Group,
reflects the aggregate cut-off date principal balance of the subject
Related Group. In all other cases, reflects the related cut-off date
principal balance of the subject underlying mortgage loan.
(5) With respect to loan number 1, the Cut-off Date Principal Balance per
SF/Unit/Room/Pad, Cut-off Date LTV Ratio, Maturity Date / ARD LTV Ratio and
U/W NCF DSCR are calculated using the aggregate indebtednes of the ShopKo
Portfolio Loan Combination, including the related ShopKo Portfolio
Non-Trust Loans.
(6) With respect to loan number 98, the Cut-off Date Principal Balance per
SF/Unit/Room/Pad, Cut-off Date LTV Ratio, Maturity Date / ARD LTV Ratio and
U/W NCF DSCR were calculated using the indebtedness of the Wimbleton Place
Apartments Loan, without regard to the related subordinate non-trust
mortgage loan. Including the related subordinate non-trust mortgage loan,
the Cut-off Date Principal Balance per SF/Unit/Room/Pad, Cut-off Date LTV
Ratio, Maturity Date / ARD LTV Ratio and U/W NCF DSCR are $27,397.26,
80.00%, 68.63% and 1.16x, respectively.
1
(7) With respect to loan number 30, the mortgage rate steps up through the
first 7 years of the loan term. The initial mortgage rate is 4.4350% per
annum through the December 2006 payment date; 4.6850% per annum from the
January 2007 through the December 2007 payment date; 4.8100% per annum from
the January 2008 through the December 2008 payment date; 4.9350% per annum
from the January 2009 through the December 2009 payment date; 5.1850% per
annum from the January 2010 through the December 2010 payment date; 5.3100%
per annum from the January 2011 through the December 2011 payment date;
5.4350% per annum from the January 2012 through the December 2012 payment
date; and 5.6850% per annum for all payment dates thereafter. The Mortgage
Rate and the Net Mortgage Rate were calculated using the initial mortgage
rate, however, the Monthly Debt Service Payment, second most recent NOI
DSCR, most recent NOI DSCR and U/W NCF DSCR were calculated using the
highest mortgage rate.
(8) With respect to loan number 51, the mortgage rate steps up through the
first 7 years of the loan term. The initial mortgage rate is 4.3750% per
annum through the January 2007 payment date; 4.6250% per annum from the
February 2007 through the January 2008 payment date; 4.7500% per annum from
the February 2008 through the January 2009 payment date; 4.8750% per annum
from the February 2009 through the January 2010 payment date; 5.1250% per
annum from the February 2010 through the January 2011 payment date; 5.2500%
per annum from the February 2011 through the January 2012 payment date;
5.3750% per annum from the February 2012 through the January 2013 payment
date; and 5.6250% per annum for all payment dates thereafter. The Mortgage
Rate and the Net Mortgage Rate were calculated using the initial mortgage
rate, however, the Monthly Debt Service Payment, second most recent NOI
DSCR, most recent NOI DSCR and U/W NCF DSCR were calculated using the
highest mortgage rate.
(9) With respect to loan number 1, the grace period will only apply twice
during any 12-month period for a payment made after the due date. With
respect to loan number 24, the grace period will only apply to the first
and second occurrence of a payment made after the due date.
(10) With respect to loan number 63, the borrower, USA Houston Levee, DST, is a
Delaware statutory trust.
(11) The ShopKo Portfolio Mortgage Loan has a cut-off date principal balance of
$200,000,000 which is evidenced by two promissory notes, one in the unpaid
principal amount of $100,000,000 currently held by Citigroup Global Markets
Realty Corp. and one in the unpaid principal amount of $100,000,000
currently held by Barclays Capital Real Estate Inc. The ShopKo Portfolio
Mortgage Loan is one of multiple mortgage loans, together referred to as
the ShopKo Portfolio Loan Combination, that are all: (a) obligations of the
same borrowers; (b) secured by the same mortgage instrument(s) encumbering
the ShopKo Portfolio Mortgaged Properties; (c) cross-defaulted with each
other; and (d) entitled to payments of interest and principal on a pro rata
and pari passu basis. The entire ShopKo Portfolio Loan Combination has an
unpaid principal balance as of the cut-off date of $545,655,010.
(12) With respect to loan number 1, the U/W Annual TI/LC Reserves is combined
with U/W Annual Replacement Reserves and the U/W Annual TI/LC Reserves PSF
is combined with U/W Annual Replacement Reserves PSF/Unit/Room/Pad.
(13) With respect to loan number 118, borrower has the option of defeasance or
prepayment at yield maintenance premium after the initial lockout period.
2
ANNEX A-2
SUMMARY CHARACTERISTICS OF THE UNDERLYING
MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES
Note: For purposes of presenting information regarding the original and
remaining terms to maturity of the respective underlying mortgage loans in the
following exhibits, each ARD Loan is assumed to mature on its anticipated
repayment date.
[THIS PAGE INTENTIONALLY LEFT BLANK.]
CUT-OFF DATE PRINCIPAL BALANCE (MORTGAGE POOL)
AGGREGATE % OF
CUT-OFF INITIAL
RANGE OF NUMBER OF DATE MORTGAGE
CUT-OFF DATE MORTGAGE PRINCIPAL POOL
PRINCIPAL BALANCES LOANS BALANCE BALANCE
------------------------------ ----------- ----------------- ----------
$ 721,000 to $ 4,999,999 38 $ 129,677,674 5.7%
$ 5,000,000 to $ 9,999,999 62 443,044,563 19.6
$ 10,000,000 to $ 14,999,999 28 359,481,115 15.9
$ 15,000,000 to $ 19,999,999 18 316,952,331 14.0
$ 20,000,000 to $ 24,999,999 5 109,522,855 4.8
$ 25,000,000 to $ 29,999,999 3 78,800,000 3.5
$ 30,000,000 to $ 39,999,999 5 167,362,500 7.4
$ 40,000,000 to $ 49,999,999 1 42,695,000 1.9
$ 50,000,000 to $ 74,999,999 3 190,000,000 8.4
$ 75,000,000 to $ 99,999,999 1 93,000,000 4.1
$100,000,000 to $199,999,999 1 133,000,000 5.9
$200,000,000 to $200,000,000 1 200,000,000 8.8
------------------------------ -- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0%
============================== === ============== =====
WEIGHTED AVERAGES
------------------------------------------------
MAXIMUM
RANGE OF CUT-OFF DATE STATED CUT-OFF DATE
CUT-OFF DATE PRINCIPAL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
PRINCIPAL BALANCES BALANCE RATE TERM (MO.) DSCR RATIO
------------------------------ --------------- ---------- ------------ --------- --------------
$ 721,000 to $ 4,999,999 $ 4,989,403 5.722% 120 1.32x 71.84%
$ 5,000,000 to $ 9,999,999 9,615,000 5.752 118 1.34 71.76
$ 10,000,000 to $ 14,999,999 14,904,880 5.751 115 1.27 73.18
$ 15,000,000 to $ 19,999,999 19,900,000 5.750 111 1.28 72.11
$ 20,000,000 to $ 24,999,999 22,955,855 5.395 116 1.20 73.67
$ 25,000,000 to $ 29,999,999 26,700,000 5.520 117 1.22 78.01
$ 30,000,000 to $ 39,999,999 36,500,000 5.920 119 1.21 74.67
$ 40,000,000 to $ 49,999,999 42,695,000 5.310 112 1.20 74.64
$ 50,000,000 to $ 74,999,999 72,000,000 5.535 102 1.79 56.13
$ 75,000,000 to $ 99,999,999 93,000,000 5.572 79 1.22 72.66
$100,000,000 to $199,999,999 133,000,000 5.500 118 1.20 70.74
$200,000,000 to $200,000,000 200,000,000 6.588 120 1.51 76.39
------------------------------
Total/Wtd. Avg. 5.762% 114 1.34x 71.69%
==============================
MORTGAGE LOAN TYPE (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE % OF INITIAL
NUMBER OF CUT-OFF DATE MORTGAGE MAXIMUM STATED CUT-OFF DATE
MORTGAGE PRINCIPAL POOL CUT-OFF DATE MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MORTGAGE LOAN TYPE LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- ----------- ----------------- ------------- -------------- ---------- ------------ --------- --------------
Partial IO/Balloon 81 $1,242,079,500 54.9% $133,000,000 5.626% 115 1.26x 72.50%
Balloon 60 687,325,960 30.4 200,000,000 6.099 117 1.37 73.50
Interest Only 9 236,650,000 10.5 93,000,000 5.495 93 1.68 62.42
Partial IO/ARD 11 68,374,000 3.0 12,850,000 5.697 132 1.21 75.92
ARD 5 29,106,578 1.3 16,659,061 5.915 114 1.40 60.34
-------------------- -- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
==================== === ============== =====
MORTGAGE RATES (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE %
AGGREGATE % OF INITIAL OF INITIAL
NUMBER OF CUT-OFF DATE MORTGAGE MORTGAGE STATED CUT-OFF DATE
RANGE OF MORTGAGE PRINCIPAL POOL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MORTGAGE RATES LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
---------------------- ----------- ----------------- -------------- ------------- ---------- ------------ --------- --------------
4.3750% to 5.4999% 37 $ 489,949,379 21.6% 21.6% 5.305% 112 1.45x 69.39%
5.5000% to 5.7499% 62 782,245,543 34.6 56.2 5.584 111 1.24 72.76
5.7500% to 5.9999% 36 440,835,136 19.5 75.7 5.845 120 1.25 73.55
6.0000% to 6.4999% 25 315,623,700 13.9 89.6 6.159 108 1.39 66.75
6.5000% to 6.9999% 5 227,985,890 10.1 99.7 6.592 120 1.50 76.17
7.0000% to 7.5600% 1 6,896,389 0.3 100.0 7.560 179 1.15 74.00
---------------------- -- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
====================== === ============== =====
A-2-1
ORIGINAL TERM TO SCHEDULED MATURITY (MORTGAGE POOL)
AGGREGATE % OF INITIAL
RANGE OF ORIGINAL NUMBER OF CUT-OFF DATE MORTGAGE
TERMS TO MORTGAGE PRINCIPAL POOL
MATURITY/ARD (MONTHS) LOANS BALANCE BALANCE
----------------------- ----------- ---------------- --------------
60 4 $ 45,684,481 2.0%
84 4 173,541,365 7.7
96 1 14,360,000 0.6
120 150 1,998,873,808 88.3
180 7 31,076,385 1.4
----------------------- --- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0%
======================= === ============== =====
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE
RANGE OF ORIGINAL % OF INITIAL STATED CUT-OFF DATE
TERMS TO POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MATURITY/ARD (MONTHS) BALANCE RATE TERM (MO.) DSCR RATIO
----------------------- -------------- ---------- ------------ --------- --------------
60 2.0% 5.755% 56 1.44x 69.55%
84 9.7 5.748 80 1.43 64.59
96 10.3 5.779 89 1.45 73.83
120 98.6 5.757 117 1.33 72.35
180 100.0 6.161 176 1.20 71.17
-----------------------
Total/Wtd. Avg. 5.762% 114 1.34x 71.69%
=======================
REMAINING TERM TO SCHEDULED MATURITY (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE % OF INITIAL CUMULATIVE
RANGE OF REMAINING NUMBER OF CUT-OFF DATE MORTGAGE % OF INITIAL STATED CUT-OFF DATE
TERMS TO MORTGAGE PRINCIPAL POOL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MATURITY/ARD (MOS.) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- ---------------- -------------- -------------- ---------- ------------ --------- --------------
55 to 59 4 $ 45,684,481 2.0% 2.0% 5.755% 56 1.44x 69.55%
60 to 83 4 173,541,365 7.7 9.7 5.748 80 1.43 64.59
84 to 114 11 189,493,487 8.4 18.1 5.289 110 1.29 69.81
115 to 120 140 1,823,740,321 80.6 98.6 5.806 118 1.33 72.63
121 to 179 7 31,076,385 1.4 100.0 6.161 176 1.20 71.17
--------------------- --- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
===================== === ============== =====
ORIGINAL AMORTIZATION TERM (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE % OF INITIAL CUMULATIVE
RANGE OF ORIGINAL NUMBER OF CUT-OFF DATE MORTGAGE % OF INITIAL STATED CUT-OFF DATE
AMORTIZATION MORTGAGE PRINCIPAL POOL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
TERMS (MONTHS) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- ----------- ---------------- -------------- -------------- ---------- ------------ --------- --------------
Interest Only 9 $ 236,650,000 10.5% 10.5% 5.495% 93 1.68x 62.42%
300 19 174,211,237 7.7 18.2 5.932 112 1.37 69.01
360 135 1,801,809,801 79.6 97.8 5.785 116 1.29 73.07
420 3 50,865,000 2.2 100.0 5.599 117 1.20 75.29
-------------------- --- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
==================== === ============== =====
REMAINING AMORTIZATION TERM (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE % OF INITIAL CUMULATIVE
RANGE OF REMAINING NUMBER OF CUT-OFF DATE MORTGAGE % OF STATED CUT-OFF DATE
AMORTIZATION MORTGAGE PRINCIPAL POOL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
TERMS (MONTHS) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- ----------- ---------------- -------------- ----------- ---------- ------------ --------- --------------
Interest Only 9 $ 236,650,000 10.5% 10.5% 5.495% 93 1.68x 62.42%
292 to 300 19 174,211,237 7.7 18.2 5.932 112 1.37 69.01
301 to 360 135 1,801,809,801 79.6 97.8 5.785 116 1.29 73.07
361 to 420 3 50,865,000 2.2 100.0 5.599 117 1.20 75.29
-------------------- --- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
==================== === ============== =====
A-2-2
MORTGAGE LOAN SEASONING (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE
NUMBER OF CUT-OFF DATE % OF INITIAL CUMULATIVE STATED CUT-OFF DATE
MORTGAGE PRINCIPAL MORTGAGE % OF INITIAL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
SEASONING (MONTHS) LOANS BALANCE POOL BALANCE POOL BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- ----------- ----------------- -------------- -------------- ---------- ------------ --------- --------------
0 to 5 154 $2,070,501,186 91.5% 91.5% 5.806% 114 1.34x 71.86%
6 to 11 11 188,267,335 8.3% 99.8 5.292 109 1.29 69.73
12 to 12 1 4,767,517 0.2% 100.0 5.254 108 1.27 78.93
-------------------- --- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
==================== === ============== =====
ENCUMBERED INTEREST (MORTGAGE POOL)
AGGREGATE
NUMBER OF CUT-OFF DATE
MORTGAGED PRINCIPAL
ENCUMBERED INTEREST PROPERTIES BALANCE
-------------------------------- ------------ -----------------
Fee Simple 276 $2,176,033,830
Leasehold 9 47,266,814
Fee in Part, Leasehold in Part 4 40,235,395
-------------------------------- --- --------------
Total/Wtd. Avg. 289 $2,263,536,038
================================ === ==============
WEIGHTED AVERAGES
------------------------------------------------
% OF STATED CUT-OFF DATE
INITIAL MORTGAGE MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
ENCUMBERED INTEREST POOL BALANCE RATE TERM (MO.) DSCR RATIO
-------------------------------- ------------------ ---------- ------------ --------- --------------
Fee Simple 96.1% 5.764% 114 1.33x 71.97%
Leasehold 2.1 5.584 116 1.68 64.67
Fee in Part, Leasehold in Part 1.8 5.863 115 1.35 65.23
-------------------------------- -----
Total/Wtd. Avg. 100.0% 5.762% 114 1.34x 71.69%
================================ =====
A-2-3
PROPERTY TYPES (MORTGAGE POOL)
AGGREGATE MAXIMUM
NUMBER OF CUT-OFF DATE % OF INITIAL CUT-OFF DATE
MORTGAGED PRINCIPAL MORTGAGE PRINCIPAL
PROPERTY TYPE PROPERTIES BALANCE POOL BALANCE BALANCE
---------------------------- ------------ ----------------- -------------- --------------
Retail 158 $ 674,076,753 29.8% 36,500,000
Anchored, Single Tenant 122 261,937,500 11.6 13,000,000
Anchored 17 243,067,977 10.7 32,812,500
Unanchored 11 108,749,727 4.8 36,500,000
Shadow Anchored 4 44,659,995 2.0 14,600,000
Unanchored, Single Tenant 2 2,136,870 0.1 1,120,980
Regional Mall 1 9,528,182 0.4 9,528,182
Shadow Anchored, Single
Tenant 1 3,996,501 0.2 3,996,501
Office 48 740,123,241 32.7 $133,000,000
Suburban 35 552,508,241 24.4 133,000,000
Flex 2 8,060,000 0.4 6,763,000
Medical Office 8 71,810,000 3.2 17,120,000
CBD 3 107,745,000 4.8 42,695,000
Multifamily 33 385,317,567 17.0 55,000,000
Conventional 27 326,912,673 14.4 55,000,000
Student Housing 5 49,745,040 2.2 17,500,000
Section 8 1 8,659,854 0.4 8,659,854
Hospitality 25 242,264,807 10.7 63,000,000
Industrial 18 146,824,372 6.5 26,500,000
Mixed Use 5 54,024,417 2.4 18,800,000
Land 1 14,904,880 0.7 14,904,880
Manufactured Housing 1 6,000,000 0.3 6,000,000
---------------------------- --- --------------
Total/Wtd. Avg. 289 $2,263,536,038 100.0%
============================ === ==============
WEIGHTED AVERAGES
-------------------------------------------------
MIN/MAX
STATED CUT-OFF DATE CUT-OFF DATE
MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE MIN/MAX U/W LOAN-TO-VALUE
PROPERTY TYPE RATE TERM (MO.) DSCR RATIO NCF DSCR RATIO
---------------------------- ---------- ------------ --------- --------------- --------------- -----------------
Retail 5.982% 120 1.31x 74.80% 1.15x / 1.85x 50.93% / 80.00%
Anchored, Single Tenant 6.320 122 1.43 75.64 1.20x / 1.51x 64.75% / 78.97%
Anchored 5.779 117 1.23 74.53 1.20x / 1.52x 63.02% / 80.00%
Unanchored 5.783 119 1.28 73.25 1.20x / 1.85x 50.93% / 79.91%
Shadow Anchored 5.679 125 1.19 76.82 1.15x / 1.20x 72.75% / 78.92%
Unanchored, Single Tenant 5.690 176 1.22 74.77 1.22x / 1.22x 74.77% / 74.77%
Regional Mall 5.690 115 1.20 70.58 1.20x / 1.20x 70.58% / 70.58%
Shadow Anchored, Single
Tenant 5.793 119 1.32 65.52 1.32x / 1.32x 65.52% / 65.52%
Office 5.613 112 1.33 71.05 1.16x / 2.26x 49.52% / 80.00%
Suburban 5.610 111 1.37 69.13 1.16x / 2.26x 49.52% / 80.00%
Flex 5.440 115 1.21 79.90 1.21x / 1.21x 79.90% / 79.90%
Medical Office 5.741 117 1.22 77.66 1.20x / 1.27x 72.85% / 80.00%
CBD 5.556 116 1.20 75.83 1.20x / 1.20x 72.72% / 80.00%
Multifamily 5.518 111 1.27 71.15 1.15x / 1.94x 48.15% / 79.17%
Conventional 5.485 110 1.28 70.79 1.15x / 1.94x 48.15% / 79.17%
Student Housing 5.649 117 1.21 74.15 1.20x / 1.26x 68.63% / 77.50%
Section 8 6.020 119 1.27 67.66 1.27x / 1.27x 67.66% / 67.66%
Hospitality 6.054 104 1.51 64.29 1.31x / 1.74x 48.71% / 75.00%
Industrial 5.710 117 1.25 75.14 1.19x / 1.51x 65.96% / 80.08%
Mixed Use 5.754 110 1.59 69.46 1.20x / 2.52x 39.05% / 80.00%
Land 5.495 114 1.20 76.87 1.20x / 1.20x 76.87% / 76.87%
Manufactured Housing 5.360 117 1.53 59.41 1.53x / 1.53x 59.41% / 59.41%
----------------------------
Total/Wtd. Avg. 5.762% 114 1.34x 71.69% 1.15x / 2.52x 39.05% / 80.08%
============================
A-2-4
UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIO (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE
AGGREGATE % OF INITIAL % OF INITIAL
NUMBER OF CUT-OFF DATE MORTGAGE MORTGAGE STATED CUT-OFF DATE
RANGE OF MORTGAGE PRINCIPAL POOL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
U/W NCF DSCR (X) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- ----------- ---------------- -------------- ------------- ---------- ------------ --------- --------------
1.15x to 1.19x 4 $ 43,291,511 1.9% 1.9% 6.322% 129 1.17x 75.57%
1.20x to 1.24x 90 1,322,349,197 58.4 60.3 5.632 114 1.21 74.31
1.25x to 1.29x 18 129,643,874 5.7 66.1 5.759 117 1.27 73.67
1.30x to 1.34x 16 134,609,013 5.9 72.0 5.721 118 1.32 71.20
1.35x to 1.39x 6 54,819,336 2.4 74.4 5.377 116 1.38 69.50
1.40x to 1.44x 8 74,414,951 3.3 77.7 5.800 97 1.44 67.76
1.45x to 1.49x 7 62,384,675 2.8 80.5 6.177 112 1.47 70.10
1.50x to 1.99x 14 357,173,482 15.8 96.3 6.271 109 1.57 67.87
2.00x to 2.52x 3 84,850,000 3.7 100.0 5.344 115 2.30 48.81
-------------------- -- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
==================== === ============== =====
CUT-OFF DATE LOAN-TO-VALUE RATIO (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE
RANGE OF AGGREGATE % OF INITIAL % OF INITIAL
CUT-OFF DATE NUMBER OF CUT-OFF DATE MORTGAGE MORTGAGE STATED CUT-OFF DATE
LOAN-TO-VALUE MORTGAGE PRINCIPAL POOL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
RATIO LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- ----------- ----------------- -------------- ------------- ---------- ------------ --------- --------------
39.05% to 60.00% 12 $ 198,806,451 8.8% 8.8% 5.685% 105 1.93x 51.11%
60.01% to 65.00% 15 126,503,111 5.6 14.4 5.815 109 1.43 63.58
65.01% to 70.00% 25 294,337,446 13.0 27.4 5.476 115 1.28 68.57
70.01% to 75.00% 52 782,396,977 34.6 61.9 5.739 112 1.24 72.86
75.01% to 80.00% 61 856,687,053 37.8 99.8 5.892 118 1.29 77.63
80.01% to 80.08% 1 4,805,000 0.2 100.0 5.533 118 1.21 80.08
-------------------- -- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
==================== === ============== =====
MATURITY DATE/ARD LOAN-TO-VALUE RATIO (MORTGAGE POOL)
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE
AGGREGATE % OF INITIAL % OF INITIAL
RANGE OF MATURITY NUMBER OF CUT-OFF DATE MORTGAGE MORTGAGE STATED CUT-OFF DATE
DATE/ARD MORTGAGE PRINCIPAL POOL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- ----------------- -------------- ------------- ---------- ------------ --------- --------------
38.07% to 50.00% 9 $ 191,925,919 8.5% 8.5% 5.709% 104 1.95x 51.27%
50.01% to 60.00% 43 310,819,423 13.7 22.2 5.911 124 1.32 68.81
60.01% to 65.00% 34 498,170,836 22.0 44.2 5.591 113 1.27 70.58
65.01% to 70.00% 47 810,993,495 35.8 80.0 5.901 116 1.30 75.15
70.01% to 74.37% 33 451,626,365 20.0 100.0 5.621 108 1.22 77.37
--------------------- -- -------------- -----
Total/Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
===================== === ============== =====
A-2-5
STATE/REGION (MORTGAGE POOL)
AGGREGATE % OF INITIAL
NUMBER OF CUT-OFF DATE MORTGAGE
MORTGAGED PRINCIPAL POOL
STATE/REGION PROPERTIES BALANCE BALANCE
-------------------------- ------------ ----------------- --------------
California 17 $ 354,756,324 15.7%
Southern California (1) 10 300,967,183 13.3
Northern California (1) 7 53,789,141 2.4
Virginia 8 165,832,836 7.3
Wisconsin 50 158,437,830 7.0
Pennsylvania 12 154,616,061 6.8
Florida 11 153,191,482 6.8
Washington 17 111,675,920 4.9
New York 10 96,730,000 4.3
Georgia 12 92,130,874 4.1
Massachusetts 5 74,610,132 3.3
Tennessee 4 72,585,000 3.2
Michigan 12 71,317,264 3.2
New Jersey 5 69,809,099 3.1
Ohio 5 62,050,323 2.7
Arizona 5 53,897,357 2.4
Oklahoma 10 52,350,000 2.3
South Carolina 4 51,797,978 2.3
Texas 7 49,682,651 2.2
North Carolina 5 45,102,278 2.0
Nevada 5 38,790,000 1.7
Maryland 3 38,350,000 1.7
Illinois 9 35,932,582 1.6
Connecticut 5 35,602,000 1.6
Louisiana 2 32,569,087 1.4
Minnesota 14 29,550,910 1.3
Mississippi 3 21,833,222 1.0
Nebraska 8 17,708,283 0.8
Utah 11 15,384,508 0.7
Kansas 1 14,800,000 0.7
Kentucky 2 14,074,906 0.6
Idaho 8 13,116,728 0.6
Missouri 2 10,728,000 0.5
Colorado 2 9,749,074 0.4
South Dakota 5 9,365,092 0.4
Delaware 1 8,800,000 0.4
Montana 4 7,069,314 0.3
New Hampshire 1 6,132,922 0.3
Oregon 1 5,865,000 0.3
Indiana 1 5,500,000 0.2
Iowa 2 2,041,002 0.1
-------------------------- -- -------------- -----
Total/Wtd. Avg. 289 $2,263,536,038 100.0%
========================== === ============== =====
CUMULATIVE
% OF INITIAL
MORTGAGE STATED CUT-OFF DATE
POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
STATE/REGION BALANCE RATE TERM (MO.) DSCR RATIO
-------------------------- ------------- ---------- ------------ --------- --------------
California 15.7% 5.600% 116 1.27x 70.07%
Southern California (1) 13.3 5.593 116 1.26 69.14
Northern California (1) 2.4 5.642 116 1.29 75.28
Virginia 23.0 5.653 90 1.26 72.68
Wisconsin 30.0 6.156 112 1.48 71.38
Pennsylvania 36.8 5.987 119 1.24 73.94
Florida 43.6 5.660 115 1.22 73.98
Washington 48.5 5.821 117 1.30 74.55
New York 52.8 5.508 115 1.95 57.61
Georgia 56.9 5.879 118 1.39 71.73
Massachusetts 60.2 5.598 116 1.24 73.73
Tennessee 63.4 5.696 112 1.27 73.06
Michigan 66.5 5.797 119 1.29 74.06
New Jersey 69.6 5.652 117 1.32 73.54
Ohio 72.4 5.498 97 1.51 59.15
Arizona 74.7 5.658 90 1.42 66.29
Oklahoma 77.0 5.567 116 1.21 79.26
South Carolina 79.3 5.853 119 1.22 77.58
Texas 81.5 5.905 129 1.25 73.71
North Carolina 83.5 5.581 116 1.39 69.15
Nevada 85.2 5.702 129 1.52 60.92
Maryland 86.9 5.642 117 1.20 73.91
Illinois 88.5 6.072 94 1.27 75.50
Connecticut 90.1 5.771 126 1.21 75.94
Louisiana 91.5 5.586 116 1.21 77.47
Minnesota 92.8 6.461 119 1.47 76.57
Mississippi 93.8 5.718 116 1.20 74.15
Nebraska 94.6 6.588 120 1.51 76.39
Utah 95.3 6.588 120 1.51 76.39
Kansas 95.9 4.375 115 1.38 69.00
Kentucky 96.5 5.802 116 1.24 74.57
Idaho 97.1 6.588 120 1.51 76.39
Missouri 97.6 5.893 119 1.25 78.42
Colorado 98.0 5.691 153 1.23 70.60
South Dakota 98.4 6.588 120 1.51 76.39
Delaware 98.8 6.190 120 1.37 73.95
Montana 99.1 6.588 120 1.51 76.39
New Hampshire 99.4 5.675 118 1.24 73.10
Oregon 99.7 5.250 114 1.44 60.00
Indiana 99.9 5.535 117 1.29 67.07
Iowa 100.0 6.588 120 1.51 76.39
--------------------------
Total/Wtd. Avg. 5.762% 114 1.34x 71.69%
==========================
(1) Northern California includes areas with zip codes of 93906 and above, and
Southern California includes areas with zip codes of below 92870.
PREPAYMENT PROVISION TYPE (MORTGAGE POOL)
WEIGHTED AVERAGES
-------------------------------------------------
AGGREGATE % OF INITIAL
NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. STATED CUT-OFF DATE
MORTGAGE PRINCIPAL POOL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
PREPAYMENT PROVISION TYPE LOANS BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------------- ----------- ----------------- ------------- ----------- ------------ --------- --------------
LO/Defeasance 152 $2,084,363,604 92.1% 5.768% 114 1.34x 71.80%
LO/Grtrx%UPBorYM 11 151,872,434 6.7 5.696 115 1.31 70.43
LO/y%UPB+YM 2 21,300,000 0.9 5.685 98 1.48 69.44
LO/YM 1 6,000,000 0.3 5.605 116 1.21 74.07
--------------------------- --- -------------- -----
Total / Wtd. Avg. 166 $2,263,536,038 100.0% 5.762% 114 1.34x 71.69%
=========================== === ============== =====
A-2-6
INITIAL MORTGAGE POOL PREPAYMENT RESTRICTION COMPOSITION OVER TIME (MORTGAGE
POOL)(1)
MONTHS FOLLOWING CUT-OFF DATE
------------------------------------------------------------
PREPAYMENT RESTRICTION 0 12 24 36 48
------------------------- ------------ ----------- ----------- ----------- -----------
Remaining Aggregate
Mortgage Loan Pool
Balance(2) 100.00% 99.60% 99.13% 98.44% 97.48%
Locked/Defeasance 100.00% 100.00% 100.00% 95.31% 95.31%
Locked 100.00% 100.00% 100.00% 9.40% 3.20%
Defeasance 0.00% 0.00% 0.00% 85.92% 92.11%
Yield Maintenance (All) 0.00% 0.00% 0.00% 4.69% 4.69%
Grtr1%UPBorYM 0.00% 0.00% 0.00% 3.46% 3.46%
2%UPBorYM+2% 0.00% 0.00% 0.00% 0.96% 0.97%
YM 0.00% 0.00% 0.00% 0.27% 0.27%
Open 0.00% 0.00% 0.00% 0.00% 0.00%
----------- ------ ------ ------ ------ ------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
=========== ====== ====== ====== ====== ======
MONTHS FOLLOWING CUT-OFF DATE
----------------------------------------------------------------------
PREPAYMENT RESTRICTION 60 72 84 96 108 120
------------------------- ----------- ----------- ----------- ----------- ----------- ----------
Remaining Aggregate
Mortgage Loan Pool
Balance(2) 94.47% 93.21% 84.34% 82.29% 80.62% 1.21%
Locked/Defeasance 91.95% 91.80% 91.23% 91.92% 92.12% 100.00%
Locked 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 91.95% 91.80% 91.23% 91.92% 92.12% 100.00%
Yield Maintenance (All) 8.05% 8.05% 8.77% 8.08% 5.20% 0.00%
Grtr1%UPBorYM 6.78% 6.77% 7.36% 7.41% 4.52% 0.00%
2%UPBorYM+2% 1.00% 1.01% 1.12% 0.37% 0.38% 0.00%
YM 0.27% 0.27% 0.30% 0.30% 0.30% 0.00%
Open 0.00% 0.15% 0.00% 0.00% 2.68% 0.00%
----------- ------ ------ ------ ------ ------ ------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
=========== ====== ====== ====== ====== ====== ======
(1) All numbers, unless otherwise noted, are as a percentage of the aggregate
pool balance at the specified point in time.
(2) Remaining aggregate mortgage loan pool balance as a percentage of the
Initial Mortgage Pool Balance a the specified point in time.
A-2-7
[THIS PAGE INTENTIONALLY LEFT BLANK.]
ANNEX A-3
SUMMARY CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS
IN LOAN GROUP NO. 1 AND THE RELATED MORTGAGED REAL PROPERTIES
Note: For purposes of presenting information regarding the original and
remaining terms to maturity of the respective underlying mortgage loans in the
following exhibits, each ARD Loan is assumed to mature on its anticipated
repayment date.
[THIS PAGE INTENTIONALLY LEFT BLANK.]
CUT-OFF DATE PRINCIPAL BALANCE (LOAN GROUP NO. 1)
% OF
AGGREGATE INITIAL
CUT-OFF LOAN
RANGE OF NUMBER OF DATE GROUP
CUT-OFF DATE MORTGAGE PRINCIPAL NO. 1
PRINCIPAL BALANCES LOANS BALANCE BALANCE
------------------------------ ----------- ----------------- ---------
$ 721,000 to $ 4,999,999 33 $ 113,080,563 6.0%
$ 5,000,000 to $ 9,999,999 48 346,859,147 18.5
$ 10,000,000 to $ 14,999,999 23 291,403,075 15.5
$ 15,000,000 to $ 19,999,999 15 268,262,331 14.3
$ 20,000,000 to $ 24,999,999 3 67,355,855 3.6
$ 25,000,000 to $ 29,999,999 2 53,200,000 2.8
$ 30,000,000 to $ 39,999,999 4 134,362,500 7.2
$ 40,000,000 to $ 49,999,999 1 42,695,000 2.3
$ 50,000,000 to $ 74,999,999 2 135,000,000 7.2
$ 75,000,000 to $ 99,999,999 1 93,000,000 5.0
$100,000,000 to $199,999,999 1 133,000,000 7.1
$200,000,000 1 200,000,000 10.6
------------------------------ -- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0%
============================== === ============== =====
WEIGHTED AVERAGES
MAXIMUM ------------------------------------------------
RANGE OF CUT-OFF DATE STATED CUT-OFF DATE
CUT-OFF DATE PRINCIPAL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
PRINCIPAL BALANCES BALANCE RATE TERM (MO.) DSCR RATIO
------------------------------ --------------- ---------- ------------ --------- --------------
$ 721,000 to $ 4,999,999 $ 4,989,403 5.718% 121 1.29x 73.01%
$ 5,000,000 to $ 9,999,999 9,615,000 5.729 119 1.36 71.53
$ 10,000,000 to $ 14,999,999 14,904,880 5.838 116 1.26 73.96
$ 15,000,000 to $ 19,999,999 19,900,000 5.778 114 1.27 72.50
$ 20,000,000 to $ 24,999,999 22,955,855 5.671 117 1.21 74.50
$ 25,000,000 to $ 29,999,999 26,700,000 5.535 116 1.20 77.53
$ 30,000,000 to $ 39,999,999 36,500,000 5.915 119 1.21 75.66
$ 40,000,000 to $ 49,999,999 42,695,000 5.310 112 1.20 74.64
$ 50,000,000 to $ 74,999,999 72,000,000 5.676 99 2.02 50.81
$ 75,000,000 to $ 99,999,999 93,000,000 5.572 79 1.22 72.66
$100,000,000 to $199,999,999 133,000,000 5.500 118 1.20 70.74
$200,000,000 200,000,000 6.588 120 1.51 76.39
------------------------------
Total / Wtd. Avg. 5.812% 114 1.35x 71.81%
==============================
MORTGAGE LOAN TYPE (LOAN GROUP NO. 1)
AGGREGATE
NUMBER OF CUT-OFF DATE % OF INITIAL
MORTGAGE PRINCIPAL LOAN GROUP
MORTGAGE LOAN TYPE LOANS BALANCE NO. 1 BALANCE
-------------------- ----------- ----------------- ---------------
Partial IO/Balloon 63 $ 967,952,500 51.5%
Balloon 48 606,135,394 32.3
Interest Only 7 206,650,000 11.0
Partial IO/ARD 11 68,374,000 3.6
ARD 5 29,106,578 1.5
-------------------- -- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0%
==================== === ============== =====
WEIGHTED AVERAGES
------------------------------------------------
MAXIMUM STATED CUT-OFF DATE
CUT-OFF DATE MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MORTGAGE LOAN TYPE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- --------------- ---------- ------------ --------- --------------
Partial IO/Balloon $133,000,000 5.693% 115 1.26x 72.60%
Balloon 200,000,000 6.119 117 1.38 73.88
Interest Only 93,000,000 5.494 97 1.70 62.23
Partial IO/ARD 12,850,000 5.697 132 1.21 75.92
ARD 16,659,061 5.915 114 1.40 60.34
--------------------
Total / Wtd. Avg. 5.812% 114 1.35x 71.81%
====================
MORTGAGE RATES (LOAN GROUP NO. 1)
AGGREGATE
RANGE OF NUMBER OF CUT-OFF DATE % OF INITIAL
MORTGAGE MORTGAGE PRINCIPAL LOAN GROUP
RATES LOANS BALANCE NO. 1 BALANCE
---------------------- ----------- ----------------- ---------------
5.2300% to 5.4990% 27 $ 326,907,611 17.4%
5.5000% to 5.7490% 50 656,983,331 35.0
5.7500% to 5.9990% 32 373,990,136 19.9
6.0000% to 6.4990% 20 292,351,503 15.6
6.5000% to 6.6500% 5 227,985,890 12.1
---------------------- -- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0%
====================== === ============== =====
WEIGHTED AVERAGES
CUMULATIVE % ------------------------------------------------
RANGE OF OF INITIAL STATED CUT-OFF DATE
MORTGAGE LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
RATES NO. 1 BALANCE RATE TERM (MO.) DSCR RATIO
---------------------- -------------- ---------- ------------ --------- --------------
5.2300% to 5.4990% 17.4% 5.393% 114 1.52x 68.90%
5.5000% to 5.7490% 52.4 5.580 112 1.24 72.99
5.7500% to 5.9990% 72.3 5.840 120 1.26 73.62
6.0000% to 6.4990% 87.9 6.159 107 1.40 66.65
6.5000% to 6.6500% 100.0 6.592 120 1.50 76.17
----------------------
Total / Wtd. Avg. 5.812% 114 1.35x 71.81%
======================
A-3-1
ORIGINAL TERM TO SCHEDULED MATURITY (LOAN GROUP NO. 1)
CUMULATIVE WEIGHTED AVERAGES
RANGE OF AGGREGATE % OF INITIAL % OF INITIAL ------------------------------------------------
ORIGINAL TERMS TO NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP STATED CUT-OFF DATE
SCHEDULED MORTGAGE PRINCIPAL NO. 1 NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MATURITY (MONTHS) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- ---------------- -------------- ------------- ---------- ------------ --------- --------------
60 1 $ 15,558,230 0.8% 0.8% 6.105% 58 1.45x 71.70%
84 3 159,541,365 8.5 9.3 5.769 80 1.43 64.73
96 1 14,360,000 0.8 10.1 5.779 89 1.45 73.83
120 123 1,664,578,881 88.6 98.7 5.814 117 1.34 72.49
180 6 24,179,995 1.3 100.0 5.762 175 1.21 70.37
--------------------- --- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
===================== === ============== =====
REMAINING TERM TO SCHEDULED MATURITY (LOAN GROUP NO. 1)
CUMULATIVE WEIGHTED AVERAGES
RANGE OF AGGREGATE % OF INITIAL % OF INITIAL ------------------------------------------------
REMAINING TERMS NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP STATED CUT-OFF DATE
TO SCHEDULED MORTGAGE PRINCIPAL NO. 1 NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MATURITY (MONTHS) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- ---------------- -------------- ------------- ---------- ------------ --------- --------------
58 to 59 1 $ 15,558,230 0.8% 0.8% 6.105% 58 1.45x 71.70%
60 to 83 3 159,541,365 8.5 9.3 5.769 80 1.43 64.73
84 to 114 8 106,461,487 5.7 15.0 5.520 109 1.32 71.01
115 to 120 116 1,572,477,394 83.7 98.7 5.834 118 1.34 72.60
121 to 176 6 24,179,995 1.3 100.0 5.762 175 1.21 70.37
--------------------- --- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
===================== === ============== =====
ORIGINAL AMORTIZATION TERM (LOAN GROUP NO. 1)
CUMULATIVE WEIGHTED AVERAGES
AGGREGATE % OF INITIAL % OF INITIAL ------------------------------------------------
RANGE OF NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP STATED CUT-OFF DATE
ORIGINAL AMORTIZATION MORTGAGE PRINCIPAL NO. 1 NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
TERMS (MONTHS) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
----------------------- ----------- ---------------- -------------- ------------- ---------- ------------ --------- --------------
Interest Only 7 $ 206,650,000 11.0% 11.0% 5.494% 97 1.70x 62.23%
300 19 174,211,237 9.3 20.3 5.932 112 1.37 69.01
360 105 1,446,492,234 77.0 97.3 5.850 117 1.30 73.39
420 3 50,865,000 2.7 100.0 5.599 117 1.20 75.29
----------------------- --- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
======================= === ============== =====
REMAINING AMORTIZATION TERM (LOAN GROUP NO. 1)
CUMULATIVE WEIGHTED AVERAGES
RANGE OF AGGREGATE % OF INITIAL % OF INITIAL ------------------------------------------------
REMAINING NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP STATED CUT-OFF DATE
AMORTIZATION MORTGAGE PRINCIPAL NO. 1 NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
TERMS (MONTHS) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- ---------------- -------------- ------------- ---------- ------------ --------- --------------
Interest Only 7 $ 206,650,000 11.0% 11.0% 5.494% 97 1.70x 62.23%
292 to 300 19 174,211,237 9.3 20.3 5.932 112 1.37 69.01
301 to 360 105 1,446,492,234 77.0 97.3 5.850 117 1.30 73.39
361 to 420 3 50,865,000 2.7 100.0 5.599 117 1.20 75.29
--------------------- --- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
===================== === ============== =====
A-3-2
MORTGAGE LOAN SEASONING (LOAN GROUP NO. 1)
CUMULATIVE WEIGHTED AVERAGES
AGGREGATE % OF INITIAL % OF INITIAL ------------------------------------------------
NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP STATED CUT-OFF DATE
MORTGAGE PRINCIPAL NO. 1 NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
SEASONING (MONTHS) LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- ----------------- -------------- ------------- ---------- ------------ --------- --------------
0 to 5 125 $1,768,215,619 94.1% 94.1% 5.830% 115 1.35x 71.84%
6 to 11 8 105,235,335 5.6 99.7% 5.528 108 1.32 70.88
12 1 4,767,517 0.3 100.0 5.254 108 1.27 78.93
--------------------- --- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
===================== === ============== =====
ENCUMBERED INTEREST (LOAN GROUP NO. 1)
WEIGHTED AVERAGES
AGGREGATE % OF INITIAL ------------------------------------------------
NUMBER OF CUT-OFF DATE LOAN GROUP STATED CUT-OFF DATE
MORTGAGED PRINCIPAL NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
ENCUMBERED INTEREST PROPERTIES BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------------- ------------ ----------------- ------------- ---------- ------------ --------- --------------
Fee Simple 244 $1,810,716,263 96.4% 5.814% 114 1.34x 72.19%
Leasehold 8 27,266,814 1.5 5.624 117 2.04 55.68
Fee in Part, Leasehold in
Part 4 40,235,395 2.1 5.863 115 1.35 65.23
-------------------------- --- -------------- -----
Total / Wtd. Avg. 256 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
========================== === ============== =====
A-3-3
PROPERTY TYPES (LOAN GROUP NO. 1)
AGGREGATE % OF INITIAL MAXIMUM
NUMBER OF CUT-OFF DATE LOAN GROUP CUT-OFF DATE
MORTGAGED PRINCIPAL NO. 1 PRINCIPAL
PROPERTY TYPES PROPERTIES BALANCE BALANCE BALANCE
--------------------------------- ------------ ----------------- -------------- --------------
Retail 158 $ 674,076,753 35.9% $ 36,500,000
Anchored, Single Tenant 122 261,937,500 13.9 13,000,000
Anchored 17 243,067,977 12.9 32,812,500
Unanchored 11 108,749,727 5.8 36,500,000
Shadow Anchored 4 44,659,995 2.4 14,600,000
Unanchored, Single Tenant 2 2,136,870 0.1 1,120,980
Regional Mall 1 9,528,182 0.5 $ 9,528,182
Shadow Anchored, Single Tenant 1 3,996,501 0.2 3,996,501
Office 48 740,123,241 39.4 133,000,000
Suburban 35 552,508,241 29.4 133,000,000
Flex 2 8,060,000 0.4 6,763,000
Medical Office 8 71,810,000 3.8 17,120,000
CBD 3 107,745,000 5.7 42,695,000
Hospitality 25 242,264,807 12.9 63,000,000
Industrial 18 146,824,372 7.8 26,500,000
Mixed Use 5 54,024,417 2.9 18,800,000
Land 1 14,904,880 0.8 14,904,880
Manufactured Housing 1 6,000,000 0.3 6,000,000
--------------------------------- --- -------------- -----
Total / Wtd. Avg. 256 $1,878,218,471 100.0%
================================= === ============== =====
WEIGHTED AVERAGES
-------------------------------------------------
MIN/MAX
STATED CUT-OFF DATE MIN/MAX CUT-OFF DATE
MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE U/W NCF LOAN-TO-VALUE
PROPERTY TYPES RATE TERM (MO.) DSCR RATIO DSCR RATIO
--------------------------------- ---------- ------------ --------- --------------- --------------- ----------------
Retail 5.982% 120 1.31x 74.80% 1.15x / 1.85x 50.93% / 80.00%
Anchored, Single Tenant 6.320 122 1.43 75.64 1.20x / 1.51x 64.75% / 78.97%
Anchored 5.779 117 1.23 74.53 1.20x / 1.52x 63.02% / 80.00%
Unanchored 5.783 119 1.28 73.25 1.20x / 1.85x 50.93% / 79.91%
Shadow Anchored 5.679 125 1.19 76.82 1.15x / 1.20x 72.75% / 78.92%
Unanchored, Single Tenant 5.690 176 1.22 74.77 1.22x / 1.22x 74.77% / 74.77%
Regional Mall 5.690 115 1.20 70.58 1.20x / 1.20x 70.58% / 70.58%
Shadow Anchored, Single Tenant 5.793 119 1.32 65.52 1.32x / 1.32x 65.52% / 65.52%
Office 5.613 112 1.33 71.05 1.16x / 2.26x 49.52% / 80.00%
Suburban 5.610 111 1.37 69.13 1.16x / 2.26x 49.52% / 80.00%
Flex 5.440 115 1.21 79.90 1.21x / 1.21x 79.90% / 79.90%
Medical Office 5.741 117 1.22 77.66 1.20x / 1.27x 72.85% / 80.00%
CBD 5.556 116 1.20 75.83 1.20x / 1.20x 72.72% / 80.00%
Hospitality 6.054 104 1.51 64.29 1.31x / 1.74x 48.71% / 75.00%
Industrial 5.710 117 1.25 75.14 1.19x / 1.51x 65.96% / 80.08%
Mixed Use 5.754 110 1.59 69.46 1.20x / 2.52x 39.05% / 80.00%
Land 5.495 114 1.20 76.87 1.20x / 1.20x 76.87% / 76.87%
Manufactured Housing 5.360 117 1.53 59.41 1.53x / 1.53x 59.41% / 59.41%
---------------------------------
Total / Wtd. Avg. 5.812% 114 1.35x 71.81% 1.15x / 2.52x 39.05% / 80.08%
=================================
A-3-4
UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIO (LOAN GROUP NO. 1)
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE
AGGREGATE % OF INITIAL % OF INITIAL
NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP STATED CUT-OFF DATE
RANGE OF U/W NCF MORTGAGE PRINCIPAL NO. 1 NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
DSCR LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
---------------------- ----------- ---------------- -------------- ------------- ---------- ------------ --------- --------------
1.15x to 1.19x 3 $ 36,395,122 1.9% 1.9% 6.087% 120 1.17x 75.87%
1.20x to 1.24x 71 1,075,660,642 57.3 59.2 5.662 115 1.21 74.72
1.25x to 1.29x 14 77,134,019 4.1 63.3 5.832 117 1.27 72.45
1.30x to 1.34x 15 121,136,013 6.4 69.8 5.735 118 1.32 71.58
1.35x to 1.39x 4 32,519,336 1.7 71.5 5.781 117 1.38 72.65
1.40x to 1.44x 6 54,549,951 2.9 74.4 5.932 99 1.43 69.81
1.45x to 1.49x 7 62,384,675 3.3 77.7 6.177 112 1.47 70.10
1.50x to 1.99x 11 333,588,713 17.8 95.5 6.322 112 1.57 68.32
2.00x to 2.52x 3 84,850,000 4.5 100.0 5.344 115 2.30 48.81
---------------------- -- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
====================== === ============== =====
CUT-OFF DATE LOAN-TO-VALUE RATIO (LOAN GROUP NO. 1)
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE
AGGREGATE % OF INITIAL % OF INITIAL
RANGE OF NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP STATED CUT-OFF DATE
CUT-OFF DATE MORTGAGE PRINCIPAL NO. 1 NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
LTV RATIO LOANS BALANCE BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- ----------------- -------------- ------------- ---------- ------------ --------- --------------
39.05% to 60.00% 9 $ 182,841,451 9.7% 9.7% 5.696% 104 1.97x 50.63%
60.01% to 65.00% 10 87,256,000 4.6 14.4 5.924 123 1.39 63.73
65.01% to 70.00% 19 162,737,592 8.7 23.0 5.768 117 1.31 68.48
70.01% to 75.00% 45 703,241,415 37.4 60.5 5.714 112 1.24 72.93
75.01% to 80.00% 50 737,337,013 39.3 99.7 5.932 118 1.30 77.62
80.01% to 80.08% 1 4,805,000 0.3 100.0 5.533 118 1.21 80.08
--------------------- -- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
===================== === ============== =====
MATURITY DATE/ARD LOAN-TO-VALUE (LOAN GROUP NO. 1)
CUMULATIVE
AGGREGATE % OF INITIAL % OF INITIAL
RANGE OF MATURITY NUMBER OF CUT-OFF DATE LOAN GROUP LOAN GROUP
DATE/ARD MORTGAGE PRINCIPAL NO. 1 NO. 1
LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE BALANCE
--------------------- ----------- ----------------- -------------- -------------
38.07% to 50.00% 8 $ 189,325,919 10.1% 10.1%
50.01% to 60.00% 35 259,178,068 13.8 23.9
60.01% to 65.00% 28 377,232,875 20.1 44.0
65.01% to 70.00% 32 641,645,244 34.2 78.1
70.01% to 74.37% 31 410,836,365 21.9 100.0
--------------------- -- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0%
===================== === ============== =====
WEIGHTED AVERAGES
------------------------------------------------
RANGE OF MATURITY STATED CUT-OFF DATE
DATE/ARD MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
LOAN-TO-VALUE RATIO RATE TERM (MO.) DSCR RATIO
--------------------- ---------- ------------ --------- --------------
38.07% to 50.00% 5.703% 104 1.95x 51.32%
50.01% to 60.00% 5.908 123 1.32 69.56
60.01% to 65.00% 5.653 117 1.26 71.18
65.01% to 70.00% 6.020 117 1.31 75.63
70.01% to 74.37% 5.624 107 1.22 77.26
---------------------
Total / Wtd. Avg. 5.812% 114 1.35x 71.81%
=====================
A-3-5
STATE/REGION (LOAN GROUP NO. 1)
AGGREGATE % OF INITIAL
NUMBER OF CUT-OFF DATE LOAN GROUP
MORTGAGED PRINCIPAL NO. 1
STATE/REGION PROPERTIES BALANCE BALANCE
------------------------- ------------ ----------------- --------------
California 15 $ 294,256,324 15.7%
Southern California(1) 9 245,967,183 13.1
Northern California(1) 6 48,289,141 2.6
Florida 11 153,191,482 8.2
Virginia 6 152,422,982 8.1
Wisconsin 47 134,825,062 7.2
Pennsylvania 11 121,616,061 6.5
Washington 15 96,950,920 5.2
New York 10 96,730,000 5.2
Massachusetts 5 74,610,132 4.0
Georgia 11 66,530,874 3.5
Tennessee 3 59,085,000 3.1
Michigan 11 56,127,264 3.0
New Jersey 4 49,809,099 2.7
South Carolina 3 44,522,978 2.4
Texas 5 40,186,262 2.1
Nevada 5 38,790,000 2.1
Maryland 3 38,350,000 2.0
Oklahoma 8 38,000,000 2.0
Ohio 2 35,620,980 1.9
Connecticut 5 35,602,000 1.9
Louisiana 2 32,569,087 1.7
Minnesota 14 29,550,910 1.6
North Carolina 4 27,602,278 1.5
Illinois 7 21,806,331 1.2
Nebraska 8 17,708,283 0.9
Arizona 2 16,397,357 0.9
Utah 11 15,384,508 0.8
Kentucky 2 14,074,906 0.7
Idaho 8 13,116,728 0.7
Missouri 2 10,728,000 0.6
Colorado 2 9,749,074 0.5
Mississippi 1 9,528,182 0.5
South Dakota 5 9,365,092 0.5
Delaware 1 8,800,000 0.5
Montana 4 7,069,314 0.4
Indiana 1 5,500,000 0.3
Iowa 2 2,041,002 0.1
------------------------- -- -------------- -----
Total/Wtd. Avg. 256 $1,878,218,471 100.0%
========================= === ============== =====
WEIGHTED AVERAGES
------------------------------------------------
CUMULATIVE %
OF INITIAL LOAN STATED CUT-OFF DATE
GROUP NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
STATE/REGION BALANCE RATE TERM (MO.) DSCR RATIO
------------------------- ----------------- ---------- ------------ --------- --------------
California 15.7% 5.677% 118 1.27x 70.17%
Southern California(1) 13.1 5.683 118 1.27 69.13
Northern California(1) 2.6 5.647 115 1.30 75.50
Florida 23.8 5.660 115 1.22 73.98
Virginia 31.9 5.639 88 1.26 72.84
Wisconsin 39.1 6.248 111 1.50 71.97
Pennsylvania 45.6 5.999 119 1.26 74.82
Washington 50.8 5.845 117 1.31 73.85
New York 55.9 5.508 115 1.95 57.61
Massachusetts 59.9 5.598 116 1.24 73.73
Georgia 63.4 6.029 118 1.44 68.92
Tennessee 66.6 5.673 110 1.26 72.99
Michigan 69.6 5.807 120 1.31 73.13
New Jersey 72.2 5.700 118 1.36 72.18
South Carolina 74.6 5.917 120 1.23 77.82
Texas 76.7 5.607 121 1.22 75.32
Nevada 78.8 5.702 129 1.52 60.92
Maryland 80.8 5.642 117 1.20 73.91
Oklahoma 82.8 5.440 115 1.21 79.90
Ohio 84.7 6.068 84 1.73 52.99
Connecticut 86.6 5.771 126 1.21 75.94
Louisiana 88.4 5.586 116 1.21 77.47
Minnesota 89.9 6.461 119 1.47 76.57
North Carolina 91.4 5.600 115 1.50 69.49
Illinois 92.6 6.332 119 1.30 76.99
Nebraska 93.5 6.588 120 1.51 76.39
Arizona 94.4 5.970 119 1.22 75.37
Utah 95.2 6.588 120 1.51 76.39
Kentucky 96.0 5.802 116 1.24 74.57
Idaho 96.7 6.588 120 1.51 76.39
Missouri 97.2 5.893 119 1.25 78.42
Colorado 97.7 5.691 153 1.23 70.60
Mississippi 98.3 5.690 115 1.20 70.58
South Dakota 98.8 6.588 120 1.51 76.39
Delaware 99.2 6.190 120 1.37 73.95
Montana 99.6 6.588 120 1.51 76.39
Indiana 99.9 5.535 117 1.29 67.07
Iowa 100.0 6.588 120 1.51 76.39
-------------------------
Total/Wtd. Avg. 5.812% 114 1.35x 71.81%
=========================
(1) Northern California includes areas with zip codes of 93906 and above, and
Southern California includes areas with zip codes of below 92870.
PREPAYMENT PROVISION TYPE (LOAN GROUP NO. 1)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE % OF INITIAL
NUMBER OF CUT-OFF DATE LOAN GROUP STATED CUT-OFF DATE
MORTGAGE PRINCIPAL NO. 1 MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
PREPAYMENT PROVISION TYPE LOANS BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
--------------------------- ----------- ----------------- ------------- ---------- ------------ --------- --------------
LO/Defeasance 123 $1,764,396,037 93.9% 5.807% 114 1.35x 71.85%
LO/Grtrx%UPBorYM 8 86,522,434 4.6 5.952 118 1.35 71.27
LO/y%UPB+YM 2 21,300,000 1.1 5.685 98 1.48 69.44
LO/YM 1 6,000,000 0.3 5.605 116 1.21 74.07
--------------------------- --- -------------- -----
Total / Wtd. Avg. 134 $1,878,218,471 100.0% 5.812% 114 1.35x 71.81%
=========================== === ============== =====
A-3-6
INITIAL LOAN GROUP 1 PREPAYMENT RESTRICTION COMPOSITION OVER TIME (LOAN
GROUP NO. 1)(1)
MONTHS FOLLOWING CUT-OFF DATE
------------------------------------------------------------
PREPAYMENT RESTRICTION 0 12 24 36 48
----------------------------- ------------ ----------- ----------- ----------- -----------
Remaining Aggregate Mortgage
Loan Pool Balance(2) 100.00% 99.56% 99.07% 98.37% 97.40%
Locked/Defeasance 100.00% 100.00% 100.00% 94.35% 94.34%
Locked 100.00% 100.00% 100.00% 7.80% 0.40%
Defeasance 0.00% 0.00% 0.00% 86.54% 93.94%
Yield Maintenance (All) 0.00% 0.00% 0.00% 5.65% 5.66%
Grtr1%UPBorYM 0.00% 0.00% 0.00% 4.18% 4.17%
2%UPBorYM+2% 0.00% 0.00% 0.00% 1.15% 1.16%
YM 0.00% 0.00% 0.00% 0.32% 0.32%
Open 0.00% 0.00% 0.00% 0.00% 0.00%
----------------------------- ------ ------ ------ ------ ------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
============================= ====== ====== ====== ====== ======
MONTHS FOLLOWING CUT-OFF DATE
----------------------------------------------------------------------
PREPAYMENT RESTRICTION 60 72 84 96 108 120
----------------------------- ----------- ----------- ----------- ----------- ----------- ----------
Remaining Aggregate Mortgage
Loan Pool Balance(2) 95.54% 94.25% 84.57% 82.39% 80.67% 1.13%
Locked/Defeasance 93.88% 93.69% 93.26% 94.10% 94.34% 100.00%
Locked 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 93.88% 93.69% 93.26% 94.10% 94.34% 100.00%
Yield Maintenance (All) 6.12% 6.13% 6.74% 5.90% 5.66% 0.00%
Grtr1%UPBorYM 4.60% 4.60% 5.05% 5.10% 4.85% 0.00%
2%UPBorYM+2% 1.19% 1.20% 1.34% 0.45% 0.46% 0.00%
YM 0.32% 0.32% 0.36% 0.36% 0.36% 0.00%
Open 0.00% 0.18% 0.00% 0.00% 0.00% 0.00%
----------------------------- ------ ------ ------ ------ ------ ------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
============================= ====== ====== ====== ====== ====== ======
(1) All numbers, unless otherwise noted, are as a percentage of the aggregate
Loan Group No.1 balance at the specified point in time.
(2) Remaining aggregate mortgage loan pool balance as a percentage of the
Initial Loan Group No.1 balance a the specified point in time.
A-3-7
[THIS PAGE INTENTIONALLY LEFT BLANK.]
ANNEX A-4
SUMMARY CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS
IN LOAN GROUP NO. 2 AND THE RELATED MORTGAGED REAL PROPERTIES
Note: For purposes of presenting information regarding the original and
remaining terms to maturity of the respective underlying mortgage loans in the
following exhibits, each ARD Loan is assumed to mature on its anticipated
repayment date.
[THIS PAGE INTENTIONALLY LEFT BLANK.]
CUT-OFF DATE PRINCIPAL BALANCES (LOAN GROUP NO. 2)
AGGREGATE % OF INITIAL MAXIMUM
RANGE OF NUMBER OF CUT-OFF DATE LOAN GROUP CUT-OFF DATE
CUT-OFF DATE MORTGAGE PRINCIPAL NO. 2 PRINCIPAL
PRINCIPAL BALANCES LOANS BALANCE BALANCE BALANCE
---------------------------- ----------- -------------- -------------- --------------
$ 865,000 to $ 4,999,999 5 $ 16,597,111 4.3% $ 4,984,768
$ 5,000,000 to $ 9,999,999 14 96,185,416 25.0 8,879,000
$10,000,000 to $14,999,999 5 68,078,040 17.7 14,800,000
$15,000,000 to $19,999,999 3 48,690,000 12.6 17,500,000
$20,000,000 to $24,999,999 2 42,167,000 10.9 22,167,000
$25,000,000 to $29,999,999 1 25,600,000 6.6 25,600,000
$30,000,000 to $39,999,999 1 33,000,000 8.6 33,000,000
$40,000,000 to $55,000,000 1 55,000,000 14.3 55,000,000
---------------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0%
============================ == ============ =====
WEIGHTED AVERAGES
-------------------------------------------------
RANGE OF STATED U/W CUT-OFF DATE
CUT-OFF DATE MORTGAGE REMAINING NCF LOAN-TO-VALUE
PRINCIPAL BALANCES RATE TERM (MO.) DSCR RATIO
---------------------------- ---------- ------------ ---------- --------------
$ 865,000 to $ 4,999,999 5.749% 117 1.47x 63.88%
$ 5,000,000 to $ 9,999,999 5.834 113 1.24 72.60
$10,000,000 to $14,999,999 5.380 110 1.33 69.85
$15,000,000 to $19,999,999 5.596 97 1.35 69.96
$20,000,000 to $24,999,999 4.954 115 1.20 72.34
$25,000,000 to $29,999,999 5.490 118 1.26 79.01
$30,000,000 to $39,999,999 5.940 118 1.20 70.66
$40,000,000 to $55,000,000 5.190 109 1.23 69.18
----------------------------
Total / Wtd. Avg. 5.518% 111 1.27x 71.15%
============================
MORTGAGE LOAN TYPE (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE
NUMBER OF CUT-OFF DATE % OF INITIAL MAXIMUM STATED CUT-OFF DATE
MORTGAGE PRINCIPAL LOAN GROUP CUT-OFF DATE MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MORTGAGE LOAN TYPE LOANS BALANCE NO. 2 BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
-------------------- ----------- -------------- --------------- -------------- ---------- ------------ --------- --------------
Partial IO/Balloon 18 $274,127,000 71.1% $55,000,000 5.391% 115 1.24x 72.11%
Balloon 12 81,190,567 21.1 13,472,999 5.955 112 1.28 70.65
Interest Only 2 30,000,000 7.8 16,000,000 5.502 67 1.54 63.70
-------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
==================== == ============ =====
MORTGAGE RATES (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE CUMULATIVE
NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL STATED CUT-OFF DATE
RANGE OF MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
MORTGAGE RATES LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- -------------- --------------- --------------- ---------- ------------ --------- --------------
4.3750% to 5.4990% 10 $163,041,768 42.3% 42.3% 5.129% 108 1.30x 70.36%
5.5000% to 5.7500% 12 125,262,212 32.5 74.8 5.605 106 1.26 71.53
5.7500% to 5.9990% 4 66,845,000 17.3 92.2 5.870 118 1.22 73.16
6.0000% to 6.4990% 5 23,272,197 6.0 98.2 6.163 119 1.32 68.00
6.5000% to 7.5600% 1 6,896,389 1.8 100.0 7.560 179 1.15 74.00
--------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
===================== == ============ =====
A-4-1
ORIGINAL TERM TO SCHEDULED MATURITY (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE CUMULATIVE
ORIGINAL TERMS TO NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL STATED CUT-OFF DATE
MATURITY/ARD MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
(MONTHS) LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- -------------- --------------- --------------- ---------- ------------ --------- --------------
60 3 30,126,251 7.8% 7.8% 5.574% 56 1.44x 68.45%
84 1 14,000,000 3.6 11.5 5.515 80 1.44 63.06
120 27 334,294,927 86.8 98.2 5.471 116 1.25 71.67
180 1 6,896,389 1.8 100.0 7.560 179 1.15 74.00
--------------------- -- ----------- -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
===================== == ============ =====
REMAINING TERM TO SCHEDULED MATURITY (LOAN GROUP NO. 2)
RANGE OF AGGREGATE CUMULATIVE
REMAINING TERMS TO NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL NET
MATURITY/ARD MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP
(MOS.) LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE
--------------------- ----------- -------------- --------------- ------------------
55 to 59 3 $ 30,126,251 7.8% 7.8%
60 to 83 1 14,000,000 3.6 11.5
84 to 114 3 83,032,000 21.5 33.0
115 to 120 24 251,262,927 65.2 98.2
121 to 179 1 6,896,389 1.8 100.0
--------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0%
===================== == ============ =====
WEIGHTED AVERAGES
------------------------------------------------
RANGE OF
REMAINING TERMS TO STATED CUT-OFF DATE
MATURITY/ARD MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
(MOS.) RATE TERM (MO.) DSCR RATIO
--------------------- ---------- ------------ --------- --------------
55 to 59 5.574% 56 1.44x 68.45%
60 to 83 5.515 80 1.44 63.06
84 to 114 4.993 111 1.24 68.27
115 to 120 5.629 117 1.26 72.80
121 to 179 7.560 179 1.15 74.00
---------------------
Total / Wtd. Avg. 5.518% 111 1.27x 71.15%
=====================
ORIGINAL AMORTIZATION TERM (LOAN GROUP NO. 2)
AGGREGATE CUMULATIVE
RANGE OF NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL
ORIGINAL AMORTIZATION MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP
TERMS (MONTHS) LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE
----------------------- ----------- -------------- --------------- ---------------
Interest Only 2 $ 30,000,000 7.8% 7.8%
360 30 355,317,567 92.2 100.0
----------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0%
======================= == ============ =====
WEIGHTED AVERAGES
------------------------------------------------
RANGE OF STATED CUT-OFF DATE
ORIGINAL AMORTIZATION MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
TERMS (MONTHS) RATE TERM (MO.) DSCR RATIO
----------------------- ---------- ------------ --------- --------------
Interest Only 5.502% 67 1.54x 63.70%
360 5.520 115 1.25 71.78
-----------------------
Total / Wtd. Avg. 5.518% 111 1.27x 71.15%
=======================
REMAINING AMORTIZATION TERM (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
RANGE OF AGGREGATE CUMULATIVE
REMAINING NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL STATED CUT-OFF DATE
AMORTIZATION MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
TERMS (MONTHS) LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- -------------- --------------- --------------- ---------- ------------ --------- --------------
Interest Only 2 $ 30,000,000 7.8% 7.8% 5.502% 67 1.54x 63.70%
301 to 360 30 355,317,567 92.2 100.0 5.520 115 1.25 71.78
--------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
===================== == ============ =====
A-4-2
MORTGAGE LOAN SEASONING (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE CUMULATIVE
NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL STATED CUT-OFF DATE
MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
SEASONING (MONTHS) LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- -------------- --------------- --------------- ---------- ------------ --------- --------------
0 to 5 29 $302,285,567 78.5% 78.5% 5.662% 111 1.28x 71.94%
6 to 11 3 83,032,000 21.5% 100.0 4.993 111 1.24 68.27
--------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
===================== == ============ =====
ENCUMBERED INTEREST (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE
NUMBER OF CUT-OFF DATE % OF INITIAL STATED CUT-OFF DATE
MORTGAGED PRINCIPAL LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
ENCUMBERED INTEREST PROPERTIES BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ------------ -------------- --------------- ---------- ------------ --------- --------------
Fee Simple 32 $365,317,567 94.8% 5.517% 111 1.28x 70.83%
Leasehold 1 20,000,000 5.2 5.530% 116 1.20 76.92
--------------------- -- ------------ -----
Total / Wtd. Avg. 33 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
===================== == ============ =====
A-4-3
PROPERTY TYPE (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
-------------------------------------------------
AGGREGATE MAXIMUM
NUMBER OF CUT-OFF DATE % OF INITIAL CUT-OFF DATE STATED CUT-OFF DATE
MORTGAGED PRINCIPAL LOAN GROUP PRINCIPAL MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
PROPERTY TYPES PROPERTIES BALANCE NO. 2 BALANCE BALANCE RATE TERM (MO.) DSCR RATIO
------------------- ------------ -------------- --------------- -------------- ---------- ------------ --------- ---------------
Multifamily 33 385,317,567 100.0 55,000,000 5.518% 111 1.27x 71.15
Conventional 27 326,912,673 84.8 55,000,000 5.485 110 1.28 70.79
Student Housing 5 49,745,040 12.9 17,500,000 5.649 117 1.21 74.15
Section 8 1 8,659,854 2.2 8,659,854 6.020 119 1.27 67.66
------------------- -- ----------- -----
Total / Wtd. Avg. 33 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
=================== == ============ =====
MIN/MAX
MIN/MAX CUT-OFF DATE
U/W NCF LOAN-TO-VALUE
PROPERTY TYPES DSCR RATIO
------------------- --------------- ----------------
Multifamily 1.15x / 1.94x 48.15% / 79.17%
Conventional 1.15x / 1.94x 48.15% / 79.17%
Student Housing 1.20x / 1.26x 68.63% / 77.50%
Section 8 1.27x / 1.27x 67.66% / 67.66%
-------------------
Total / Wtd. Avg. 1.15x / 1.94x 48.15% / 79.17%
===================
A-4-4
UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIO (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE CUMULATIVE
NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL STATED CUT-OFF DATE
RANGE OF MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
U/W NCF DSCR LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
---------------------- ----------- -------------- --------------- --------------- ---------- ------------ --------- --------------
1.15x to 1.19x 1 $ 6,896,389 1.8% 1.8% 7.560% 179 1.15x 74.00%
1.20x to 1.24x 19 246,688,555 64.0 65.8 5.499 112 1.21 72.53
1.25x to 1.29x 4 52,509,854 13.6 79.4 5.651 118 1.26 75.47
1.30x to 1.34x 1 13,472,999 3.5 82.9 5.595 118 1.31 67.87
1.35x to 1.39x 2 22,300,000 5.8 88.7 4.787 116 1.39 64.90
1.40x to 1.44x 2 19,865,000 5.2 93.9 5.437 90 1.44 62.16
1.45x to 1.94x 3 23,584,768 6.1 100.0 5.545 76 1.67 61.63
---------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
====================== == ============ =====
CUT-OFF DATE LOAN-TO-VALUE RATIO (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE CUMULATIVE
RANGE OF NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL STATED CUT-OFF DATE
CUT-OFF DATE MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
LTV RATIO LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
---------------------- ----------- -------------- --------------- --------------- ---------- ------------ --------- --------------
48.15% to 60.00% 3 $ 15,965,000 4.1% 4.1% 5.556% 116 1.50x 56.58%
60.01% to 65.00% 5 39,247,111 10.2 14.3 5.574 79 1.52 63.24
65.01% to 70.00% 6 131,599,854 34.2 48.5 5.115 113 1.25 68.69
70.01% to 75.00% 7 79,155,562 20.5 69.0 5.965 112 1.22 72.24
75.01% to 79.17% 11 119,350,040 31.0 100.0 5.643 117 1.22 77.69
---------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
====================== == ============ =====
MATURITY DATE/ARD LOAN-TO-VALUE RATIO (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE CUMULATIVE
RANGE OF MATURITY NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL STATED CUT-OFF DATE
DATE/ARD MORTGAGE PRINCIPAL LOAN GROUP LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
LOAN-TO-VALUE RATIO LOANS BALANCE NO. 2 BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
--------------------- ----------- -------------- --------------- --------------- ---------- ------------ --------- --------------
40.98% to 50.00% 1 $ 2,600,000 0.7% 0.7% 6.120% 120 1.94x 48.15%
50.01% to 60.00% 8 51,641,354 13.4 14.1 5.929 126 1.33 65.06
60.01% to 65.00% 6 120,937,962 31.4 45.5 5.400 101 1.30 68.73
65.01% to 70.00% 15 169,348,251 44.0 89.4 5.451 112 1.23 73.33
70.01% to 74.37% 2 40,790,000 10.6 100.0 5.591 118 1.24 78.45
--------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
===================== == ============ =====
A-4-5
STATE/REGION (LOAN GROUP NO. 2)
AGGREGATE CUMULATIVE
NUMBER OF CUT-OFF DATE % OF INITIAL % OF INITIAL
MORTGAGED PRINCIPAL LOAN GROUP LOAN GROUP
STATE/REGION PROPERTIES BALANCE NO. 2 BALANCE NO. 2 BALANCE
------------------------- ------------ -------------- --------------- ---------------
California 2 $ 60,500,000 15.7% 15.7%
Southern California (1) 1 55,000,000 14.3 14.3
Northern California (1) 1 5,500,000 1.4 1.4
Arizona 3 37,500,000 9.7 25.4
Pennsylvania 1 33,000,000 8.6 34.0
Ohio 3 26,429,343 6.9 40.9
Georgia 1 25,600,000 6.6 47.5
Wisconsin 3 23,612,768 6.1 53.6
New Jersey 1 20,000,000 5.2 58.8
North Carolina 1 17,500,000 4.5 63.4
Michigan 1 15,190,000 3.9 67.3
Kansas 1 14,800,000 3.8 71.1
Tennessee 1 13,500,000 3.5 74.6
Virginia 2 13,409,854 3.5 78.1
Oklahoma 2 14,350,000 3.7 81.9
South Carolina 1 7,275,000 1.9 83.7
Texas 2 9,496,389 2.5 86.2
Illinois 2 14,126,251 3.7 89.9
Mississippi 2 12,305,040 3.2 93.1
Washington 2 14,725,000 3.8 96.9
New Hampshire 1 6,132,922 1.6 98.5
Oregon 1 5,865,000 1.5 100.0
------------------------- - ------------ -----
Total/Wtd. Avg. 33 $385,317,567 100.0%
========================= == ============ =====
WEIGHTED AVERAGES
------------------------------------------------
STATED CUT-OFF DATE
MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
STATE/REGION RATE TERM (MO.) DSCR RATIO
------------------------- ---------- ------------ --------- --------------
California 5.227% 110 1.23x 69.56%
Southern California (1) 5.190 109 1.23 69.18
Northern California (1) 5.595 117 1.22 73.33
Arizona 5.521 77 1.51 62.32
Pennsylvania 5.940 118 1.20 70.66
Ohio 4.730 115 1.21 67.45
Georgia 5.490 118 1.26 79.01
Wisconsin 5.631 118 1.35 67.99
New Jersey 5.530 116 1.20 76.92
North Carolina 5.550 117 1.21 68.63
Michigan 5.760 118 1.22 77.50
Kansas 4.375 115 1.38 69.00
Tennessee 5.800 119 1.27 73.37
Virginia 5.809 118 1.27 70.83
Oklahoma 5.904 118 1.22 77.57
South Carolina 5.460 115 1.20 76.10
Texas 7.166 163 1.37 66.92
Illinois 5.670 55 1.22 73.19
Mississippi 5.740 117 1.20 76.91
Washington 5.665 117 1.21 79.17
New Hampshire 5.675 118 1.24 73.10
Oregon 5.250 114 1.44 60.00
-------------------------
Total/Wtd. Avg. 5.518% 111 1.27x 71.15%
=========================
(1) Northern California includes areas with zip codes of 93906 and above, and
Southern California includes areas with zip codes of below 92870.
PREPAYMENT PROVISION TYPE (LOAN GROUP NO. 2)
WEIGHTED AVERAGES
------------------------------------------------
AGGREGATE
NUMBER OF CUT-OFF DATE % OF INITIAL STATED CUT-OFF DATE
MORTGAGE PRINCIPAL LOAN GROUP MORTGAGE REMAINING U/W NCF LOAN-TO-VALUE
PREPAYMENT PROVISION TYPE LOANS BALANCE NO. 2 BALANCE RATE TERM (MO.) DSCR RATIO
--------------------------- ----------- -------------- --------------- ---------- ------------ --------- --------------
LO/Defeasance 29 $319,967,567 83.0% 5.551% 111 1.27x 71.52%
LO/Grtrx%UPBorYM 3 65,350,000 17.0 5.356 111 1.26 69.33
--------------------------- -- ------------ -----
Total / Wtd. Avg. 32 $385,317,567 100.0% 5.518% 111 1.27x 71.15%
=========================== == ============ =====
A-4-6
INITIAL LOAN GROUP 2 PREPAYMENT RESTRICTION COMPOSITION OVER TIME (LOAN
GROUP NO. 2)(1)
MONTHS FOLLOWING CUT-OFF DATE
------------------------------------------------------------
PREPAYMENT RESTRICTION 0 12 24 36 48
----------------------------- ------------ ----------- ----------- ----------- -----------
Remaining Aggregate Mortgage
Loan Pool Balance(2) 100.00% 99.75% 99.44% 98.77% 97.86%
Locked/Defeasance 100.00 100.00 100.00 100.00 100.00
Locked 100.00 100.00 100.00 17.12 16.81
Defeasance 0.00 0.00 0.00 82.88 83.19
Yield Maintenance (All) 0.00 0.00 0.00 0.00 0.00
Grtr1%UPBorYM 0.00 0.00 0.00 0.00 0.00
2%UPBorYM+2% 0.00 0.00 0.00 0.00 0.00
YM 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.00 0.00 0.00
----------------------------- ------ ------ ------ ------ ------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
============================= ====== ====== ====== ====== ======
MONTHS FOLLOWING CUT-OFF DATE
----------------------------------------------------------------------
PREPAYMENT RESTRICTION 60 72 84 96 108 120
----------------------------- ----------- ----------- ----------- ----------- ----------- ----------
Remaining Aggregate Mortgage
Loan Pool Balance(2) 89.28% 88.14% 83.24% 81.84% 80.35% 1.58%
Locked/Defeasance 81.85 81.92 81.19 81.22 81.26 100.00
Locked 0.00 0.00 0.00 0.00 0.00 0.00
Defeasance 81.85 81.92 81.19 81.22 81.26 100.00
Yield Maintenance (All) 18.15 18.08 18.81 18.78 2.92 0.00
Grtr1%UPBorYM 18.15% 18.08 18.81 18.78 2.92 0.00
2%UPBorYM+2% 0.00 0.00 0.00 0.00 0.00 0.00
YM 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.00 0.00 15.82 0.00
----------------------------- ------ ------ ------ ------ ------ ------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
============================= ====== ====== ====== ====== ====== ======
(1) All numbers, unless otherwise noted, are as a percentage of the aggregate
Loan Group No.2 balance at the specified point in time.
(2) Remaining aggregate mortgage loan pool balance as a percentage of the
Initial Loan Group No.2 balance a the specified point in time.
A-4-7
[THIS PAGE INTENTIONALLY LEFT BLANK.]
[THIS PAGE INTENTIONALLY LEFT BLANK.]
[THIS PAGE INTENTIONALLY LEFT BLANK.]
ANNEX A-5
CHARACTERISTICS OF THE MULTIFAMILY AND MANUFACTURED HOUSING
MORTGAGED REAL PROPERTIES
[INTENTIONALLY LEFT BLANK]
MORTGAGE LOAN
LOAN LOAN GROUP
NUMBER SELLER NUMBER LOAN / PROPERTY NAME
----------------------------------------------------------------------------------------------
6 PNC 2 Emerald Isle Senior Apartments
22 CGM 2 Woodstream Apartments
27 CGM 2 Bristol Pointe Apartment Homes
30 CGM 2 Mallard Crossing Apartments
32 CGM 2 Treetops Apartments
39 CGM 2 Wolf Creek Apartments
45 CGM 2 Promontory Apartments
49 CGM 2 Hidden Valley Club Apartments
51 CGM 2 Four Winds Apartments
----------------------------------------------------------------------------------------------
Beau Rivage Portfolio
52 CGM 2 Beau Rivage Apartments 192
53 CGM 2 Beau Rivage Apartments 132
----------------------------------------------------------------------------------------------
Curat Multifamily Portfolio
60 CGM 2 Autumnwood Apartments
61 CGM 2 Silvercreek Apartments
----------------------------------------------------------------------------------------------
62 CGM 2 Hilands II Apartments
63 PNC 2 Houston Levee Apartments
64 CGM 2 Meadows Apartments
----------------------------------------------------------------------------------------------
70 CGM 2 Stonehenge Apartments
70 Starkville Crossing
70 Stonehenge Apts
----------------------------------------------------------------------------------------------
90 PNC 2 Berkley Village - Newport News
98 PNC 2 Wimbledon Place Apartments
101 CGM 2 Spring Meadow Apartments
106 CGM 2 Regency at Chandler Park
111 PNC 2 Chaparral Townhomes
114 CGM 2 Apple Creek Apartments
115 CGM 2 Millport Apartments
117 CGM 1 Village Green MHP
121 CGM 2 Crystal Lake Apartments
129 CGM 2 Kipling Manor Apartments
134 PNC 2 Sherman Oaks Apartments & Apple Mini Storage
138 CGM 2 Willow Creek
143 CGM 2 Grace Street Apartments
159 PNC 2 Crawford Mayfair Apartments
162 PNC 2 Park Westwood Apartments
166 PNC 2 Mayfair Village Apartments
LOAN
NUMBER PROPERTY ADDRESS
------------------------------------------------------------------------------------------------------------------------------------
6 661 North Rose Drive
22 675 East Street Road
27 3500 Peachtree Corners Circle
30 9980 Hanover Way
32 250 Treetops Drive
39 403 Wolf Creek Circle
45 60 West Stone Loop
49 600 Hidden Valley Club Drive
51 8000 Perry Street
------------------------------------------------------------------------------------------------------------------------------------
52 4707 East Upriver Drive
53 4707 East Upriver Drive
------------------------------------------------------------------------------------------------------------------------------------
60 717 Irving Avenue
61 1526 North Seminary Avenue
------------------------------------------------------------------------------------------------------------------------------------
62 5755 East River Road
63 2801 Houston Levee Road
64 2400 Springdale Road
------------------------------------------------------------------------------------------------------------------------------------
70 Various
70 107-125 John Calvin Street, 301-509 Mallory Lane, 101-123 Rutledge Street, 100-218 John Wesley Road
and 300-307 Abernathy Drive
70 625 South Montgomery
------------------------------------------------------------------------------------------------------------------------------------
90 900 Daphia Circle
98 7605 East 49th Street
101 10030 North 43rd Avenue
106 101 Chandler Park
111 351 Chaparral Road
114 3001 Pheasant Run Road
115 1001 Islington Street
117 1700 Robbins Road
121 10500 South East 26th Avenue
129 82-90 Kip Drive
134 5301 Sherman Street
138 2420 Parklawn Drive
143 401-411 West Grace Street
159 3350-3364 Broadmoor Avenue, 65-71 S. Hampton Road, 223-291 Mayfair Boulevard
162 9501 West Sam Houston Parkway
166 412-440 & 57-73 Mayfair Boulevard
LOAN
NUMBER CITY STATE ZIP CODE COUNTY PROPERTY TYPE DETAILED PROPERTY TYPE
----------------------------------------------------------------------------------------------------------------------------------
6 Placentia CA 92870 Orange Multifamily Conventional
22 Warminster PA 18974 Bucks Multifamily Conventional
27 Norcross GA 30092 Gwinnett Multifamily Conventional
30 Loveland OH 45140 Warren Multifamily Conventional
32 Highland Park NJ 08904 Middlesex Multifamily Conventional
39 Raleigh NC 27606 Wake Multifamily Student Housing
45 Tucson AZ 85704 Pima Multifamily Conventional
49 Ann Arbor MI 48104 Washtenaw Multifamily Student Housing
51 Overland Park KS 66204 Johnson Multifamily Conventional
----------------------------------------------------------------------------------------------------------------------------------
52 Spokane WA 99217 Spokane Multifamily Conventional
53 Spokane WA 99217 Spokane Multifamily Conventional
----------------------------------------------------------------------------------------------------------------------------------
60 Woodstock IL 60098 McHenry Multifamily Conventional
61 Woodstock IL 60098 McHenry Multifamily Conventional
----------------------------------------------------------------------------------------------------------------------------------
62 Tucson AZ 85750 Pima Multifamily Conventional
63 Memphis TN 38016 Shelby Multifamily Conventional
64 Waukesha WI 53186 Waukesha Multifamily Conventional
----------------------------------------------------------------------------------------------------------------------------------
70 Starkville MS 39759 Oktibbeha Multifamily Student Housing
70 Starkville MS 39759 Oktibbeha Multifamily Student Housing
70 Starkville MS 39759 Oktibbeha Multifamily Student Housing
----------------------------------------------------------------------------------------------------------------------------------
90 Newport News VA 23601 Newport News City Multifamily Section 8
98 Tulsa OK 74145 Tulsa Multifamily Conventional
101 Glendale AZ 85302 Maricopa Multifamily Conventional
106 Greer SC 29651 Greenville Multifamily Conventional
111 Allen TX 75002 Colin Multifamily Conventional
114 Norman OK 73072 Cleveland Multifamily Conventional
115 Portsmouth NH 03801 Rockingham Multifamily Conventional
117 Grand Haven MI 49417 Ottawa Manufactured Housing Manufactured Housing
121 Milwaukie OR 97222 Clackamas Multifamily Conventional
129 Salinas CA 93906 Monterey Multifamily Conventional
134 Wausau WI 54401 Marathon Multifamily Conventional
138 Waukesha WI 53186 Waukesha Multifamily Conventional
143 Richmond VA 23220 Richmond City Multifamily Student Housing
159 Columbus OH 43213 Franklin Multifamily Conventional
162 Houston TX 77099 Harris Multifamily Conventional
166 Columbus OH 43213 Franklin Multifamily Conventional
# OF 4 OR
LOAN ELEVATOR(S) UTILITIES TENANT PAYS # OF # OF 1 BED # OF 2 BED # OF 3 BED MORE
NUMBER (YES/NO) STUDIOS ROOMS ROOMS ROOMS BED ROOMS
------------------------------------------------------------------------------------------------------------------------------------
6 7 Electric, Gas NAP 267 155 NAP NAP
22 0 Electric, Gas NAP 142 126 122 NAP
27 0 Electric, Gas, Water, Sewer NAP 216 244 48 NAP
30 0 Electric NAP 158 164 28 NAP
32 0 Electric, Gas NAP 156 60 NAP NAP
39 0 Electric, Water, Sewer NAP NAP 12 72 132
45 0 Electric 40 371 53 NAP NAP
49 0 Electric 36 198 90 NAP NAP
51 0 Water NAP 184 150 16 NAP
------------------------------------------------------------------------------------------------------------------------------------
52 0 Electric NAP 64 100 28 NAP
53 0 Electric NAP 44 88 NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
60 3 Water, Sewer 6 21 75 NAP NAP
61 0 Water, Sewer NAP 36 64 NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
62 0 Electric NAP 353 47 NAP NAP
63 0 Electric, Gas, Water, Sewer NAP 96 129 64 NAP
64 0 Electric NAP 165 310 NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
70
70 0 Electric, Gas, Water, Sewer NAP NAP NAP 105 NAP
70 0 Electric, Gas, Water, Sewer NAP NAP 104 NAP NAP
------------------------------------------------------------------------------------------------------------------------------------
90 0 None NAP 148 50 NAP NAP
98 0 Electric NAP 222 70 NAP NAP
101 0 Electric NAP 205 66 NAP NAP
106 0 Electric, Gas, Water, Sewer NAP 60 48 30 NAP
111 0 Electric NAP NAP 30 67 29
114 0 Electric, Water, Sewer NAP 136 112 NAP NAP
115 1 Electric 5 25 32 5 NAP
117 NAP NAP NAP NAP NAP NAP NAP
121 0 Electric NAP 75 75 NAP NAP
129 0 Electric, Gas NAP 38 53 1 NAP
134 0 Electric, Gas NAP 104 32 NAP NAP
138 0 Electric, Gas NAP 118 50 NAP NAP
143 0 None 10 15 28 4 NAP
159 0 Electric, Gas, Water, Sewer NAP NAP 124 NAP NAP
162 0 Electric NAP 34 92 NAP NAP
166 0 Water, Sewer NAP 1 30 1 NAP
LOAN AVERAGE RENTAL AVERAGE RENTAL AVERAGE RENTAL AVERAGE RENTAL AVERAGE RENTAL
NUMBER RATE STUDIO RATE 1 BR RATE 2 BR RATE 3 BR RATE 4+ BR
---------------------------------------------------------------------------------------------------------------------------------
6 NAP 962-1970; 1,046 1,310-1,775; 1,535 NAP NAP
22 NAP 820-860; 838 808-1,065; 997 882-1,215; 1,182 NAP
27 NAP 650-705; 685 760-860; 822 970-1,200; 1,058 NAP
30 NAP 574-1,145; 727 445-2,292; 914 514-1,800; 1,017 NAP
32 NAP 610-2,260; 1,101 1,085-2,500; 1,321 NAP NAP
39 NAP NAP 1,000-1,000; 1,000 800-1,200; 1,193 1,182-1,576; 1,547
45 374-565; 434 325-770; 513 450-930; 676 NAP NAP
49 495-730; 590 550-850; 691 745-945; 844 NAP NAP
51 NAP 609-741; 646 575-892; 738 711-970; 891 NAP
---------------------------------------------------------------------------------------------------------------------------------
52 NAP 510-510; 510 575-625; 606 695-720; 708 NAP
53 NAP 510-510; 510 510-625; 600 NAP NAP
---------------------------------------------------------------------------------------------------------------------------------
60 600-610; 608 656-716; 700 706-786; 751 NAP NAP
61 NAP 655-725; 708 703-825;786 NAP NAP
---------------------------------------------------------------------------------------------------------------------------------
62 NAP 355-755; 505 360-845; 642 NAP NAP
63 NAP 685-815; 700 652-1,450; 839 730-1,095; 991 NAP
64 NAP 585-755; 624 650-890; 751 NAP NAP
---------------------------------------------------------------------------------------------------------------------------------
70
70 NAP NAP NAP 400-1,100; 828 NAP
70 NAP NAP 500-595; 592 NAP NAP
---------------------------------------------------------------------------------------------------------------------------------
90 NAP 507-507; 507 585-585; 585 NAP NAP
98 NAP 380-589; 420 399-600; 538 NAP NAP
101 NAP 420-661; 503 549-793; 647 NAP NAP
106 NAP 525-575; 549 630-680; 655 750-750; 750 NAP
111 NAP NAP 643-840; 773 736-1,004; 876 811-1,060; 978
114 NAP 335-494; 407 431-589; 524 NAP NAP
115 795-900; 836 795-1,150; 1,023 1,200-1,650; 1,408 1,625-1,630; 1,628 NAP
117 NAP NAP NAP NAP NAP
121 NAP 108-632; 497 74-740; 645 NAP NAP
129 NAP 675-750; 738 800-875; 845 800-800; 800 NAP
134 NAP 480-650; 516 590-675; 632 NAP NAP
138 NAP 617-710; 659 655-785; 766 NAP NAP
143 630-675; 657 575-850; 787 725-1,175; 1,121 1,200-1,500; 1,375 NAP
159 NAP NAP 384-678; 533 NAP NAP
162 NAP 425-515; 480 515-720; 652 NAP NAP
166 NAP 464-464; 464 483-574; 531 665-665; 665 NAP
ANNEX B
DESCRIPTION OF TEN LARGEST MORTGAGE LOANS AND/OR GROUPS OF CROSS-COLLATERALIZED
MORTGAGE LOANS
[THIS PAGE INTENTIONALLY LEFT BLANK.]
--------------------------------------------------------------------------------
TEN LARGEST LOANS
--------------------------------------------------------------------------------
TEN LARGEST LOANS BY CUT-OFF DATE PRINCIPAL BALANCE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
CUT-OFF
DATE
LOAN LOAN PROPERTY PRINCIPAL
LOAN NAME / PROPERTY NAME SELLER GROUP TYPE CITY STATE BALANCE
--------------------------------------------------------------------------------------------------------------------------------
1) ShopKo Portfolio CGM and BCRE 1 Retail, Industrial, Office Various Various $200,000,000
2) Olen Pointe Brea Office Park CGM 1 Office Brea CA 133,000,000
3) Reston Executive Center CGM 1 Office Reston VA 93,000,000
4) Reckson II Office Portfolio CGM 1 Office Various NY, NJ 72,000,000
5) Great Wolf Resorts Portfolio CGM 1 Hospitality Various OH, WI 63,000,000
6) Emerald Isle Senior Apartments PNC 2 Multifamily Placentia CA 55,000,000
7) 20 North Orange CGM 1 Office Orlando FL 42,695,000
8) Kratsa Portfolio CGM 1 Hospitality Various PA 38,270,000
9) GT Portfolio CGM 1 Office, Industrial Various OK 38,000,000
10) Flower Hill Promenade PNC 1 Retail Del Mar CA 36,500,000
------------
TOTAL/WTD. AVG. $771,465,000
================================================================================================================================
--------------------------------------------------------------------------------------------------------------------------------
CUT-OFF
DATE % OF % OF % OF CUT-OFF
PRINCIPAL INITIAL INITIAL INITIAL DATE
BALANCE MORTGAGE LOAN LOAN STATED LOAN-TO-
PER POOL GROUP 1 GROUP 2 REMAINING U/W NCF VALUE
LOAN NAME / PROPERTY NAME SF/UNIT BALANCE BALANCE BALANCE TERM (MO.) DSCR RATIO
--------------------------------------------------------------------------------------------------------------------------------
1) ShopKo Portfolio $ 50(1) 8.8% 10.6% 120 1.51x(1) 76.39%(1)
2) Olen Pointe Brea Office Park 209 5.9 7.1 118 1.20 70.74
3) Reston Executive Center 191 4.1 5.0 79 1.22 72.66
4) Reckson II Office Portfolio 79 3.2 3.8 115 2.26 49.52
5) Great Wolf Resorts Portfolio 108,621 2.8 3.4 81 1.74 52.28
6) Emerald Isle Senior Apartments 130,332 2.4 14.3 109 1.23 69.18
7) 20 North Orange 158 1.9 2.3 112 1.20 74.64
8) Kratsa Portfolio 82,657 1.7 2.0 120 1.31 74.53
9) GT Portfolio 44 1.7 2.0 115 1.21 79.90
10) Flower Hill Promenade 346 1.6 1.9 120 1.24 75.09
-----
TOTAL/WTD. AVG. 34.1% 110 1.44X 69.90%
================================================================================================================================
(1) Calculated based on the debt service or unpaid balance, as applicable, as
of the cut-off date for the entire ShopKo Portfolio Loan Combination.
B-1
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--------------------------------------------------------------------------------
[6 PHOTOS OMITTED]
B-2
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--------------------------------------------------------------------------------
[MAP OMITTED]
B-3
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SHOPKO PORTFOLIO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLERS(1) CGM (50%) and BCRE (50%)
CUT-OFF DATE PRINCIPAL BALANCE(1) $200,000,000
PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 8.8%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Spirit Finance Corporation
OWNERSHIP INTEREST Fee Simple, Leasehold
MORTGAGE RATE 6.5875%
MATURITY DATE June 5, 2016
AMORTIZATION TYPE Balloon
ORIGINAL TERM / AMORTIZATION TERM 120 / 360
REMAINING TERM / REMAINING
AMORTIZATION TERM 120 / 360
LOCKBOX In-Place Hard
UP-FRONT RESERVES
TAX / INSURANCE No / No
BURLINGTON RESERVE(2) $1,790,000
ONGOING MONTHLY RESERVES(3)
TAX / INSURANCE Springing
REPLACEMENT Springing
GROUND RENT Springing
ADDITIONAL FINANCING(1)(4) Yes
LOAN
COMBINATION(1)
--------------
CUT-OFF DATE PRINCIPAL BALANCE $545,655,010
CUT-OFF DATE PRINCIPAL BALANCE / SF(5) $50
CUT-OFF DATE LTV RATIO(5) 76.39%
MATURITY DATE LTV RATIO(5) 65.89%
UW NCF DSCR(5) 1.51x
--------------------------------------------------------------------------------
(1) The total financing amount of the ShopKo Portfolio Properties is
$545,655,010 (the "ShopKo Portfolio Loan Combination") evidenced by six
pari passu notes. The ShopKo Portfolio Loan Combination was co-originated
by Citigroup Global Markets Realty Corp. and Barclays Capital Real Estate
Inc. Two $100,000,000 pari passu notes, totaling $200,000,000, which
evidence the ShopKo Portfolio Loan, are included in the trust fund. The
remaining four pari passu companion notes totaling $345,655,010 are not
included in this trust fund.
(2) See "--Burlington Reserve" below.
(3) Reserve deposits for tax, insurance, replacement reserve and ground rent
will be springing in the event of default or failure of the EBITDAR test.
In the event the Tenant's ratio of EBITDAR to interest and operating lease
expenses drops below (i) 1.15x lender will begin escrowing reserves on a
monthly basis, subject to a 90 day delay in receiving the escrow payments
from the operating tenant, or (ii) 1.10x lender will sweep 50% of the
excess cash flow, or (iii) 1.00x lender will sweep 100% of the excess cash
flow.
(4) See "--Additional Financing" below.
(5) The Cut-off Date Principal Balance/SF, Cut-off Date LTV Ratio, Maturity
Date LTV Ratio and U/W NCF DSCR used throughout this free writing
prospectus were calculated based upon the aggregate indebtedness of the
entire Shopko Portfolio Loan Combination.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 112
LOCATION Various
PROPERTY TYPE Various
SIZE (SF) 10,974,960
OCCUPANCY % AS OF MAY 31, 2006 100.0%
YEAR BUILT / YEAR RENOVATED Various
APPRAISED VALUE $714,325,000
PROPERTY MANAGEMENT NAP
UW ECONOMIC OCCUPANCY % 97.0%
UW REVENUES $64,440,146
UW EXPENSES $ 322,201
UW NET OPERATING INCOME (NOI) $64,117,945
UW NET CASH FLOW (NCF) $63,020,449
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
SHOPKO PORTFOLIO TENANT SUMMARY
DATE OF
RATINGS NET RENTABLE % OF NET ACTUAL % OF ACTUAL LEASE
TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) RENTABLE AREA RENT PSF RENT RENT EXPIRATION
----------------------------------------------------------------------------------------------------------------------------------
ShopKo Stores, Inc. NR/NR/NR 10,974,960 100.0% $ 6.05 $66,433,140 100.0% 05/31/26
----------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
B-4
--------------------------------------------------------------------------------
SHOPKO PORTFOLIO
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------
SHOPKO PORTFOLIO
CUT-OFF DATE
PROPERTY PROPERTY ALLOCATED
PROPERTY NAME TYPE LOCATION TRUST BALANCE
------------------------------------------------------------------------------------
10808 South 132nd Street Industrial Omaha, NE $5,235,494
700 Pilgrim Way Office Green Bay, WI $5,179,498
1717 Lawrence Drive Industrial De Pere, WI $3,863,625
301 Bay Park Square Retail Ashwaubenon, WI $3,230,886
55 Lake Boulevard Retail Redding, CA $2,981,711
217 West Ironwood Drive Retail Coeur D'Alene, ID $2,939,715
1001 East Gowen Road Industrial Boise, ID $2,925,716
801 West Central Entrance
(Highway 53) Retail Duluth, MN $2,799,728
4161 Second Street South
(Highway 23) Retail Saint Cloud, MN $2,687,739
7401 Mineral Point Road Retail Madison, WI $2,528,155
1000 West Northland Avenue Retail Appleton, WI $2,502,957
2201 Zeier Road Retail Madison, WI $2,407,766
1850 Madison Avenue Retail Mankato, MN $2,365,770
2820 Highway 63 South Retail Rochester , MN $2,365,770
3708 Highway 63 North Retail Rochester, MN $2,365,770
3200 Broadway Street Retail Quincy, IL $2,357,372
2430 East Mason Street Retail Green Bay, WI $2,351,772
867 North Columbia Center
Boulevard Retail Kennewick, WA $2,323,775
14445 West Center Road Retail Omaha, NE $2,267,780
5646 North 90th Street Retail Omaha, NE $2,267,780
616 West Johnson Street Retail Fond du Lac, WI $2,267,780
1150 West Washington Street Retail Marquette, MI $2,264,980
1601 West 41st Street Retail Sioux Falls, SD $2,239,783
1845 Haines Avenue Retail Rapid City, SD $2,141,792
699 Green Bay Road Retail Neenah, WI $2,099,796
955 West Clairemont Avenue Retail Eau Claire, WI $2,099,796
1100 East Riverview
Expressway Retail Wisconsin Rapids, WI $2,071,799
2510 South Reserve Street Retail Missoula, MT $2,029,803
1300 Koeller Street Retail Oshkosh, WI $2,007,405
800 East Maes Street Retail Kimberly, WI $1,999,006
North 9520 Newport Highway Retail Spokane, WA $1,959,810
4801 Washington Avenue Retail Racine, WI $1,943,012
4515 South Regal Street Retail Spokane, WA $1,937,412
1306 North Central Avenue Retail Marshfield, WI $1,903,815
2500 US Highway 14 Retail Janesville, WI $1,903,815
1209 18th Avenue Northwest Retail Austin, MN $1,889,817
501 Highway 10 Southeast Retail Saint Cloud, MN $1,882,817
1400 Big Thunder Boulevard Retail Belvidere, IL $1,875,818
2101 West Broadway Retail Monona, WI $1,875,818
2208 North Webb Road Retail Grand Island, NE $1,875,818
5300 52nd Street Retail Kenosha, WA $1,875,818
905 South 24th Street West Retail Billings, MT $1,875,818
701 South Church Street Retail Watertown, WI $1,870,219
1964 West Morton Avenue Retail Jacksonville, IL $1,856,220
4200 South 27th Street Retail Lincoln, NE $1,842,221
1710 South Main Street Retail West Bend, WI $1,828,223
1578 Appleton Road Retail Menasha, WI $1,819,823
2761 Prairie Avenue Retail Beloit, WI $1,819,823
9366 State Highway 16 Retail Onalaska, WI $1,805,825
2602 Shopko Drive Retail Madison, WI $1,777,827
518 South Taylor Drive Retail Sheboygan, WI $1,777,827
1553 West 9000 South Retail West Jordan, UT $1,763,829
2290 South 1300 East Retail Salt Lake City, UT $1,763,829
405 Cottonwood Drive Retail Winona, MN $1,763,829
5801 Summit View Avenue Retail Yakima, WA $1,749,831
1900 North Main Street Retail Mitchell, SD $1,735,832
1771 Wisconsin Avenue Retail Grafton, WI $1,721,833
------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
SHOPKO PORTFOLIO
YEAR OCCUPANCY %
BUILT/YEAR PROPERTY (AS OF MAY APPRAISED UNDERWRITTEN
PROPERTY NAME RENOVATED SIZE 31, 2006) VALUE NET CASH FLOW
-----------------------------------------------------------------------------------------------------
10808 South 132nd Street 2000/2004 535,000 100.0% $18,700,000 $1,618,703
700 Pilgrim Way 2000/NAP 218,323 100.0% $18,500,000 $1,632,487
1717 Lawrence Drive 1987/1992 494,000 100.0% $13,800,000 $1,184,632
301 Bay Park Square 1979/2003 126,658 100.0% $11,540,000 $1,019,272
55 Lake Boulevard 1989/2004 94,418 100.0% $10,650,000 $942,909
217 West Ironwood Drive 1987/2004 84,379 100.0% $10,500,000 $930,500
1001 East Gowen Road 1992/1997 347,000 100.0% $10,450,000 $899,767
801 West Central Entrance
(Highway 53) 1993/NAP 119,842 100.0% $10,000,000 $882,242
4161 Second Street South
(Highway 23) 1991/2004 100,803 100.0% $9,600,000 $848,377
7401 Mineral Point Road 1980/2004 99,101 100.0% $9,030,000 $797,576
1000 West Northland Avenue 1971/2004 112,794 100.0% $8,940,000 $788,159
2201 Zeier Road 1988/1994 94,120 100.0% $8,600,000 $759,623
1850 Madison Avenue 1971/1994 90,494 100.0% $8,450,000 $746,572
2820 Highway 63 South 1981/NAP 90,499 100.0% $8,450,000 $746,571
3708 Highway 63 North 1981/1992 90,499 100.0% $8,450,000 $746,571
3200 Broadway Street 1986/NAP 97,537 100.0% $8,420,000 $743,185
2430 East Mason Street 1966/2002 105,923 100.0% $8,400,000 $740,558
867 North Columbia Center
Boulevard 1989/NAP 106,238 100.0% $8,300,000 $731,584
14445 West Center Road 1985/1992 90,514 100.0% $8,100,000 $715,272
5646 North 90th Street 1984/1992 90,441 100.0% $8,100,000 $715,279
616 West Johnson Street 1985/1994 102,205 100.0% $8,100,000 $714,103
1150 West Washington Street 1969/2004 124,761 100.0% $8,090,000 $710,953
1601 West 41st Street 1987/1999 90,585 100.0% $8,000,000 $706,323
1845 Haines Avenue 1988/NAP 94,106 100.0% $7,650,000 $674,673
699 Green Bay Road 1990/2003 94,225 100.0% $7,500,000 $661,247
955 West Clairemont Avenue 1978/2003 94,705 100.0% $7,500,000 $661,199
1100 East Riverview
Expressway 1969/2004 100,247 100.0% $7,400,000 $651,703
2510 South Reserve Street 1987/NAP 102,327 100.0% $7,250,000 $638,081
1300 Koeller Street 1984/1992 90,464 100.0% $7,170,000 $632,114
800 East Maes Street 1979/1994 98,030 100.0% $7,140,000 $628,675
North 9520 Newport Highway 1986/NAP 94,076 100.0% $7,000,000 $616,551
4801 Washington Avenue 1979/1994 100,010 100.0% $6,940,000 $610,592
4515 South Regal Street 1995/NAP 99,279 100.0% $6,920,000 $608,877
1306 North Central Avenue 1968/2000 101,483 100.0% $6,800,000 $597,926
2500 US Highway 14 1980/1994 98,005 100.0% $6,800,000 $598,273
1209 18th Avenue Northwest 1983/1993 90,461 100.0% $6,750,000 $594,557
501 Highway 10 Southeast 1985/1993 90,414 100.0% $6,725,000 $592,326
1400 Big Thunder Boulevard 1995/NAP 77,690 100.0% $6,700,000 $591,363
2101 West Broadway 1981/1994 97,931 100.0% $6,700,000 $589,339
2208 North Webb Road 1983/1993 103,875 100.0% $6,700,000 $588,744
5300 52nd Street 1980/1994 97,961 100.0% $6,700,000 $589,336
905 South 24th Street West 1990/NAP 100,800 100.0% $6,700,000 $589,052
701 South Church Street 1972/1995 96,325 100.0% $6,680,000 $587,711
1964 West Morton Avenue 1996/NAP 101,688 100.0% $6,630,000 $582,703
4200 South 27th Street 1983/1993 86,739 100.0% $6,580,000 $579,727
1710 South Main Street 1972/1995 94,130 100.0% $6,530,000 $574,517
1578 Appleton Road 1981/1994 81,171 100.0% $6,500,000 $573,130
2761 Prairie Avenue 1978/1993 93,845 100.0% $6,500,000 $571,863
9366 State Highway 16 1989/NAP 94,413 100.0% $6,450,000 $567,335
2602 Shopko Drive 1982/1994 98,160 100.0% $6,350,000 $558,018
518 South Taylor Drive 1993/NAP 97,859 100.0% $6,350,000 $558,048
1553 West 9000 South 1988/NAP 94,230 100.0% $6,300,000 $553,940
2290 South 1300 East 1991/NAP 94,222 100.0% $6,300,000 $553,940
405 Cottonwood Drive 1986/1995 84,375 100.0% $6,300,000 $554,925
5801 Summit View Avenue 1988/NAP 94,237 100.0% $6,250,000 $549,468
1900 North Main Street 1973/NAP 71,846 100.0% $6,200,000 $547,236
1771 Wisconsin Avenue 1989/NAP 83,363 100.0% $6,150,000 $541,613
-----------------------------------------------------------------------------------------------------
B-5
--------------------------------------------------------------------------------
SHOPKO PORTFOLIO
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------
SHOPKO PORTFOLIO
CUT-OFF DATE
PROPERTY PROPERTY ALLOCATED
PROPERTY NAME TYPE LOCATION TRUST BALANCE
------------------------------------------------------------------------------------
4344 Mormon Coulee Road
(State Highway 14) Retail La Crosse, WI $1,707,834
1200 Susan Drive Retail Marshall , MN $1,688,236
2677 South Prairie View Road Retail Chippewa Falls, WI $1,679,837
230 North Wisconsin Street Retail De Pere, WI $1,668,638
3415 Calumet Avenue Retail Manitowoc, WI $1,657,439
700 9th Avenue Southeast Retail Watertown, SD $1,651,840
1105 East Grand Avenue Retail Rothschild, WI $1,637,841
1200 Main Street
(State Highway 10) Retail Stevens Point, WI $1,637,841
125 Main Street Retail Hutchinson, MN $1,637,841
190 South 500 West Retail West Bountiful, UT $1,637,841
500 North Highway 281 Retail Aberdeen, SD $1,595,845
301 Northwest Bypass Retail Great Falls, MT $1,581,846
3101 North Montana Avenue Retail Helena, MT $1,581,846
South 1450 Grand Avenue Retail Pullman, WA $1,581,846
500 South Carpenter Avenue Retail Kingsford, MI $1,573,448
4060 Riverdale Road Retail Riverdale, UT $1,545,450
615 South Monroe Retail Mason City, IA $1,539,851
1150 North Main Street Retail Layton, UT $1,528,652
2655 Broadway Avenue Retail Boise, ID $1,483,856
4850 West 3500 South Retail West Valley City, UT $1,478,257
1001 South Highway 15
(State Street) Retail Fairmont, MN $1,455,859
1450 East Geneva Street Retail Delavan, WI $1,455,859
601 Galvin Road South Retail Bellevue, NE $1,455,859
1018 Washington Boulevard Retail Ogden, UT $1,433,461
1777 Paulson Road Retail River Falls, WI $1,427,862
405 West 8th Street Retail Monroe, WI $1,413,863
2610 North Bridge Avenue Retail Albert Lea, MN $1,399,864
2005 Krenzien Drive Retail Norfolk, NE $1,385,865
510 East Philip Avenue Retail North Platte, NE $1,377,466
2530 First Avenue North Retail Escanaba, MI $1,366,267
1755 North Humiston Avenue Retail Worthington, MN $1,357,868
2100 Caldwell Boulevard Retail Nampa, ID $1,355,069
900 West Memorial Drive Retail Houghton, MI $1,301,874
2741 Roosevelt Street Retail Marinette, WI $1,265,477
2266 North University
Parkway Retail Provo, UT $1,262,678
1649 Pole Line Road East Retail Twin Falls, ID $1,259,878
320 County Road O Retail Rice Lake, WI $1,170,286
4215 Yellowstone Highway Retail Chubbuck, ID $1,145,089
800 East 17th Street Retail Idaho Falls, ID $1,139,490
1350 North Galena Avenue Retail Dixon, IL $1,091,894
1600 Rose Street Retail Walla Walla , WA $1,063,897
2530 Rudkin Road* Retail Union Gap, WA $1,021,901
555 West South Street Retail Freeport, IL $1,021,901
955 North Main Street Retail Spanish Fork, UT $1,010,702
1341 North Main Street* Retail Logan, UT $979,905
747 South Main Street Retail Brigham City, UT $979,905
1425 Janesville Avenue Retail Fort Atkinson, WI $949,108
2120 Thain Grade* Retail Lewiston, ID $867,916
3705 Monroe Road Retail Ledgeview, WI $839,919
2585 Lineville Road Retail Howard, WI $811,921
1190 North 6th Street Retail Monmouth, IL $753,127
1450 West Main Avenue Industrial De Pere, WI $649,537
East 13414 Sprague Avenue* Retail Spokane Valley, WA $615,940
313 North Roosevelt Avenue* Retail Burlington, IA $501,151
1011 North Wisconsin Street Retail Port Washington, WI $447,957
------------
$200,000,000
============
------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
SHOPKO PORTFOLIO
YEAR OCCUPANCY %
BUILT/YEAR PROPERTY (AS OF MAY APPRAISED UNDERWRITTEN
PROPERTY NAME RENOVATED SIZE 31, 2006) VALUE NET CASH FLOW
-----------------------------------------------------------------------------------------------------
4344 Mormon Coulee Road
(State Highway 14) 1978/1992 88,161 100.0% $6,100,000 $536,662
1200 Susan Drive 1972/NAP 71,847 100.0% $6,000,000 $532,034
2677 South Prairie View Road 1982/1993 91,012 100.0% $6,000,000 $527,435
230 North Wisconsin Street 1967/2002 65,459 100.0% $5,960,000 $526,413
3415 Calumet Avenue 1977/1995 87,954 100.0% $5,920,000 $520,587
700 9th Avenue Southeast 1985/NAP 66,745 100.0% $5,900,000 $520,919
1105 East Grand Avenue 1977/1995 88,030 100.0% $5,850,000 $514,319
1200 Main Street
(State Highway 10) 1985/NAP 90,334 100.0% $5,850,000 $514,089
125 Main Street 1991/NAP 71,806 100.0% $5,850,000 $515,942
190 South 500 West 1991/NAP 100,761 100.0% $5,850,000 $513,046
500 North Highway 281 1984/NAP 66,735 100.0% $5,700,000 $503,036
301 Northwest Bypass 1985/NAP 90,505 100.0% $5,650,000 $496,187
3101 North Montana Avenue 1992/NAP 116,992 100.0% $5,650,000 $493,539
South 1450 Grand Avenue 1996/NAP 77,559 100.0% $5,650,000 $497,482
500 South Carpenter Avenue 1970/NAP 94,250 100.0% $5,620,000 $493,130
4060 Riverdale Road 1990/NAP 94,248 100.0% $5,520,000 $484,188
615 South Monroe 1985/NAP 90,430 100.0% $5,500,000 $482,782
1150 North Main Street 1988/NAP 94,013 100.0% $5,460,000 $478,846
2655 Broadway Avenue 1989/NAP 100,843 100.0% $5,300,000 $463,856
4850 West 3500 South 1989/NAP 94,336 100.0% $5,280,000 $462,718
1001 South Highway 15
(State Street) 1984/1993 66,781 100.0% $5,200,000 $458,320
1450 East Geneva Street 1995/NAP 75,844 100.0% $5,200,000 $457,413
601 Galvin Road South 1984/1992 67,256 100.0% $5,200,000 $458,272
1018 Washington Boulevard 1988/NAP 94,230 100.0% $5,120,000 $448,421
1777 Paulson Road 1994/NAP 75,775 100.0% $5,100,000 $448,478
405 West 8th Street 1994/NAP 73,956 100.0% $5,050,000 $444,189
2610 North Bridge Avenue 1985/1993 66,784 100.0% $5,000,000 $440,435
2005 Krenzien Drive 1984/1994 66,827 100.0% $4,950,000 $435,959
510 East Philip Avenue 1985/1993 70,118 100.0% $4,920,000 $432,948
2530 First Avenue North 1971/NAP 83,179 100.0% $4,880,000 $428,065
1755 North Humiston Avenue 1984/1993 66,713 100.0% $4,850,000 $427,029
2100 Caldwell Boulevard 1986/NAP 90,526 100.0% $4,840,000 $423,753
900 West Memorial Drive 1994/NAP 73,956 100.0% $4,650,000 $408,420
2741 Roosevelt Street 1990/NAP 83,180 100.0% $4,520,000 $395,872
2266 North University
Parkway 1988/NAP 94,042 100.0% $4,510,000 $393,892
1649 Pole Line Road East 1986/NAP 94,068 100.0% $4,500,000 $392,995
320 County Road O 1995/NAP 75,844 100.0% $4,180,000 $366,202
4215 Yellowstone Highway 1986/NAP 90,430 100.0% $4,090,000 $356,696
800 East 17th Street 1986/NAP 90,510 100.0% $4,070,000 $354,899
1350 North Galena Avenue 1993/NAP 71,839 100.0% $3,900,000 $341,564
1600 Rose Street 1989/NAP 83,211 100.0% $3,800,000 $331,485
2530 Rudkin Road* 1989/NAP 94,136 100.0% $3,650,000 $378,094
555 West South Street 1994/NAP 75,844 100.0% $3,650,000 $318,808
955 North Main Street 1991/NAP 71,345 100.0% $3,610,000 $315,681
1341 North Main Street* 1989/NAP 94,225 100.0% $3,500,000 $362,160
747 South Main Street 1990/NAP 71,340 100.0% $3,500,000 $305,845
1425 Janesville Avenue 1984/1995 75,063 100.0% $3,390,000 $295,636
2120 Thain Grade* 1987/NAP 94,091 100.0% $3,100,000 $319,707
3705 Monroe Road 2005/NAP 15,060 100.0% $3,000,000 $266,762
2585 Lineville Road 2005/NAP 14,265 100.0% $2,900,000 $257,899
1190 North 6th Street 1971/NAP 60,985 100.0% $2,690,000 $234,448
1450 West Main Avenue 2000/NAP 28,953 100.0% $2,320,000 $204,565
East 13414 Sprague Avenue* 1987/NAP 90,590 100.0% $2,200,000 $224,507
313 North Roosevelt Avenue* 1985/NAP 80,327 100.0% $1,790,000 $182,005
1011 North Wisconsin Street 1982/NAP 12,821 100.0% $1,600,000 $141,794
---------- ------------ -----------
10,974,960 100.0% $714,325,000 $63,020,449
========== ============ ===========
-----------------------------------------------------------------------------------------------------
(*) Leasehold interest only.
B-6
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SHOPKO PORTFOLIO
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o THE LOAN. The subject mortgage loan (the "ShopKo Portfolio Loan") is secured
by a first mortgage encumbering 107 anchored retail centers (102 of which
are fee simple and five of which are leasehold interest), four industrial
buildings and one office building, (collectively, the "ShopKo Portfolio
Properties"), located throughout the United States. The ShopKo Portfolio
Loan represents approximately 8.8% of the initial mortgage pool balance. The
ShopKo Portfolio Loan was originated on May 31, 2006. The ShopKo Portfolio
Loan is evidenced by two pari passu promissory notes, one in the unpaid
principal amount of $100,000,000 currently held by Citigroup Global Markets
Realty Corp. and one in the unpaid principal amount of $100,000,000
currently held by Barclays Capital Real Estate Inc. The ShopKo Portfolio
Loan constitutes part of an aggregate debt of $545,655,010, evidenced by six
mortgage notes, together referred to as the ShopKo Portfolio Loan
Combination, that are all obligations of related borrowers and entitled to
payments of interest and principal on a pro rata and pari passu basis. Four
ShopKo Portfolio mortgage notes will not be included in the trust fund, and
the debt evidenced by each such note is referred to as a "ShopKo Portfolio
Non-Trust Loan". It is expected that each ShopKo Portfolio Non-Trust Loan
will be either transferred to third-party institutional investors and/or
included in other commercial mortgage securitization transactions. However,
the ShopKo Portfolio Non-Trust Loans will be serviced, along with the ShopKo
Portfolio Loan, under the series 2006-C4 pooling and servicing agreement by
the master servicer and the special servicer, generally as if each ShopKo
Portfolio Non-Trust Loan was a mortgage loan in the trust fund. However, the
special servicer for the ShopKo Portfolio Loan Combination can be replaced
(without cause) by the holders of ShopKo Portfolio Non-Trust Loans
representing more than 50% of the total principal balance of all the ShopKo
Portfolio Non-Trust Loans. The respective rights of the ShopKo Portfolio
Non-Trust Loan Noteholders and the issuing entity, as holder of the
promissory notes for the ShopKo Portfolio Loan, will be governed by a
co-lender agreement as described under "DESCRIPTION OF THE MORTGAGE POOL --
The Loan Combinations -- The ShopKo Portfolio Loan Combination", in the
offering prospectus dated June 12, 2006, related to the offered
certificates.
The ShopKo Portfolio Loan has a remaining term of 120 months and matures on
June 5, 2016. The ShopKo Portfolio Loan may be prepaid on or after April 5,
2016, and permits defeasance with United States government obligations
beginning 2 years after the last issue date for any securities backed by any
of the ShopKo Portfolio mortgage notes. However, the Shopko Portfolio Loan
could be partially prepaid prior to the permitted defeasance dates as
described under "Partial Releases" below.
o THE BORROWER. The borrowers are Spirit SPE Portfolio 2006-1, LLC, a Delaware
limited liability company, and Spirit SPE Portfolio 2006-2, LLC, a Delaware
limited liability company, each a special purpose entity structured to be
bankruptcy remote. The sponsor of the borrower is Spirit Finance Corporation
("Spirit"). Spirit is a self-managed and self-advised REIT. Spirit was
formed to acquire single tenant, operationally essential real estate leased
on a long-term basis to retail, distribution and service-oriented companies
throughout the United States, including restaurants, movie theaters,
automotive parts stores, drugstores, educational facilities, and other
similar businesses. Spirit purchased the ShopKo Portfolio Properties through
the acquisition of 100% of the stock of ShopKo Stores Inc. from SKO Group
Holding Corp.
o THE PROPERTY. The ShopKo Portfolio Properties consist of approximately
10,974,960 square feet of anchored retail, industrial and office buildings.
The ShopKo Portfolio Properties were constructed between 1966 and 2005 and
renovated between 1992 and 2004. The ShopKo Portfolio Properties are located
throughout the United States. As of May 31, 2006, the occupancy rate for the
ShopKo Portfolio Properties was approximately 100.0%.
The sole tenant is ShopKo Stores Operating Co., LLC, a subsidiary of ShopKo
Stores Inc. ("ShopKo") occupying 10,974,960 square feet, or approximately
100.0% of the net rentable area. Incorporated in 1961, ShopKo is a mass
merchandise retailer that provides general merchandise and retail health
services through its two retail store chains in the United States under the
store names "ShopKo" and "Pamida". ShopKo operates a total of 354 stores
(138 ShopKo and 216 Pamida), with more than 22,000 employees throughout the
Midwest, Mountain and Pacific Northwest regions. In 1991, ShopKo executed
its initial pubic offering. In December 2005, Sun Capital purchased ShopKo
for $1.15 billion in a going private transaction. ShopKo is being
reorganized through the separation of the operating business from its real
estate assets, as well as separating the ShopKo operating business from the
Pamida business. ShopKo's operations will reside in Shopko Stores Operating
Co. LLC ("ShopKo Operating Tenant") and Pamida Stores Operating Co. LLC
("Pamida Operating Tenant"). At loan origination, the ShopKo Operating
Tenant signed a unitary lease for the 112 properties which comprise ShopKo
Portfolio Properties (the "Operating Lease"). The Operating Lease expires in
May 2026.
B-7
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SHOPKO PORTFOLIO
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o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a lock box account under the lender's control and lockbox
bank shall transfer debt service and reserve payments, if any, to a
lender-controlled cash management account. Beginning on the date when the
Operating Tenant's EBITDAR ratio is less than 1.15x and ending when the
Operating Tenant's EBITDAR ratio is at least 1.15x for 90 days, all payments
in the lock box account are transferred to the cash management account.
After payment of monthly debt service and funding of the reserve accounts,
excess cash flow in the cash management account will be swept into an
account under borrower's control, except if an event of default exists. In
addition, if the Operating Tenant's "EBITDAR" (which will be calculated on a
quarterly basis, based upon actual earnings before interest, tax,
depreciation and amortization of ShopKo over the principal indebtedness of
the ShopKo Portfolio Loan Combination) falls below (i) 1.10:1.00, lender
shall reserve 50% of excess cash flow and (ii) 1.00:1.00, lender shall
reserve 100% of excess cash flow.
o ADDITIONAL FINANCING. The sponsor of the borrower is permitted to pledge
indirect interests in the borrower in connection with a line of credit or
similar corporate facility secured by all, or substantially all, of the
sponsor's assets.
o PARTIAL RELEASES. The related loan documents permit the borrowers to obtain
the release of any of the ShopKo Portfolio Properties upon satisfaction of
certain conditions. The ShopKo Portfolio Loan must be partially defeased in
the amount of 120% of the allocated loan amount for the released parcel as a
condition to a release. The portion of the allocated loan amount for each
ShopKo Portfolio Property allocable to the ShopKo Portfolio Loan is listed
in the ShopKo Portfolio property table on the preceding pages. However, a
purchase option exists except that with respect to the property located at
7401 Mineral Point Road, Madison, Wisconsin, and the release price will be
equal to the greater of (i) 100% of the allocated loan amount or (ii) the
price received by the respective borrower in connection with the exercise of
the purchase option relating to such property. If such option is exercised
before the permitted defeasance date, a yield maintenance payment is due
instead of defeasance.
o COLLATERAL SUBSTITUTION. The related loan documents permit the borrowers to
obtain a release of one or more of the ShopKo Portfolio Properties provided
that certain conditions in the related loan documents are satisfied,
including but not limited to the criteria for substitution set forth below.
The respective borrower must pay a substitution fee equal to $2,500 per
property being substituted plus reimburse lender for its out-of-pocket costs
and expenses, if any, in connection with any such substitution. If such
borrower elects to conduct a property substitution, such that another
unencumbered asset or assets (the "Substitute Asset") is substituted for a
property being released, the Substitute Asset shall be a new collateral for
the respective ShopKo Portfolio Loan and must comply with the provisions of
the loan agreement relating to substitutions of collateral, which provisions
include, but are not limited to: (1) the Substitute Asset must be made
subject to the same respective Operating Lease with no decline in
underwritten net cash flow, (2) the appraised value of the Substitute Asset
shall be equal to or greater than the appraised value of the property being
released, (3) after giving effect to the substitution of property, the debt
service coverage ratio shall not decrease, (4) after properties with an
aggregate square footage of at least 10% of the original square footage
demised under the Operating Lease have been substituted, the respective
borrower shall have obtained, among other things, confirmation from each
statistical rating agency that has assigned a rating to securities sold in
any secondary market transaction in which the ShopKo Portfolio Loan has been
included that such Substitute Asset shall not result in the downgrade,
withdrawal or qualification of any securities backed by the respective
ShopKo Portfolio Loan, (5) no event of default under the related loan
documents has occurred and is continuing, (6) the respective borrower shall
have delivered any legal opinion customarily required by the lender in
connection with such substitution (including a REMIC opinion), (7) the
property being substituted for shall be released from the Operating Lease,
(8) ownership of the property being substituted shall be transferred out of
the respective borrower to a third party or an affiliate of borrower, (9)
with respect to the Substitute Asset, the lender shall have received an
engineering report and an environmental report acceptable to lender and (10)
the aggregate amount of net rentable area of the properties being
substituted, when combined with any assigned, sublet or substituted property
permitted under the related loan documents, may not exceed 20% of the net
rentable area of the Operating Lease during any twelve month period or 30%
of the respective net rentable area of the Operating Lease during the term
of the ShopKo Portfolio Loan.
o TENANT OPERATIONS. Subject to certain criteria contained in the Operating
Lease, Operating Tenant shall have the right to cease operations for
business in up to ten percent (10%) of the rentable square footage of the
leased premises under the Operating Lease.
B-8
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SHOPKO PORTFOLIO
--------------------------------------------------------------------------------
o BURLINGTON RESERVE. The borrower deposited with the lender $1,790,000 at
closing to enable the related borrower to purchase the fee interest in the
property located at 313 North Roosevelt Avenue, Burlington, Iowa. The lender
shall release such funds to the related borrower upon (i) acquisition of the
fee estate by the related borrower and the spreading of the applicable
mortgage to such fee estate or (ii) the acquisition of the fee estate by an
affiliate of the related borrower and the extension of the ground lease for
a term of not less than 20 years beyond the maturity date.
o CONFIDENTIALITY. Certain financial information provided by the Operating
Tenant is subject to a confidentiality agreement.
B-9
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OLEN POINTE BREA OFFICE PARK
--------------------------------------------------------------------------------
[3 PHOTOS OMITTED]
B-10
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OLEN POINTE BREA OFFICE PARK
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[MAP OMITTED]
B-11
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OLEN POINTE BREA OFFICE PARK
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER CGM
CUT-OFF DATE PRINCIPAL BALANCE 133,000,000.00
PERCENTAGE OF INITIAL MORTGAGE
POOL BALANCE 5.9%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Olen Properties Corp.
OWNERSHIP INTEREST Fee Simple
MORTGAGE RATE 5.5000%
MATURITY DATE April 11, 2016
AMORTIZATION TYPE Partial IO/Balloon
ORIGINAL TERM / AMORTIZATION TERM 120 / 360
REMAINING TERM / REMAINING
AMORTIZATION TERM 118 / 360
LOCKBOX In-Place Hard, Springing Cash Management
UP-FRONT RESERVES
TAX / INSURANCE Yes / No
REPLACEMENT(1) $94,825
TI/LC (1) $539,725
RENT STEP-UP RESERVE(2) $1,533,215
ONGOING MONTHLY RESERVES
TAX / INSURANCE(3) Yes / No
ADDITIONAL FINANCING No
CUT-OFF DATE PRINCIPAL BALANCE/SF $209
CUT-OFF DATE LTV RATIO 70.74%
MATURITY DATE LTV RATIO 61.97%
UW NCF DSCR 1.20x
--------------------------------------------------------------------------------
(1) At closing, the Borrower posted letters of credit (each, an "LOC") equal
to the annual required replacement reserve and TI/LC reserve, which are
$94,825 ($0.15/SF) and $539,725 ($0.85/SF), respectively. In the month of
May during each year of the term of the loan the servicer will determine
whether the Borrower has expended sufficient funds on capital expenditures
and leasing costs during the prior loan years by subtracting the actual
amounts expended by the Borrower on capital expenditures and leasing costs
during such years from the amounts the Borrower was required to spend on
capital expenditures and leasing costs during such years under the loan
documents. In the event the Borrower has not spent sufficient sums on
capital expenditures, the Borrower must either (i) make monthly deposits
into the required replacement reserve until an amount equal to the
deficiency has been deposited into the required replacement reserve or
(ii) increase the amount of the LOC for the required replacement reserve
by an amount equal to the deficiency. In the event the Borrower has not
spent sufficient sums on leasing costs, the Borrower must either (x) make
monthly deposits into the TI/LC reserve until an amount equal to the
deficiency has been deposited into the TI/LC reserve or (y) increase the
amount of the LOC for the TI/LC reserve by an amount equal to the
deficiency. So long as no default exists, funds deposited into the
required replacement reserve may be used by the Borrower to pay for
capital expenditures, and funds deposited into the TI/LC reserve may be
used by the Borrower to pay for leasing costs. In the event the Borrower
increased the amount of any LOC due to a deficiency to expend sufficient
funds, the Borrower may decrease the LOC back down to the original amount
after the Servicer has determined that Borrower has expended sufficient
funds.
(2) At closing, the Borrower posted an LOC of $1,533,215 for future rent
escalations under existing leases which are scheduled to occur before
April 30, 2009. The LOC will be reduced each year as the rent escalations
take effect. The LOC will be reduced on the payment date in May, 2007 and
in May, 2008 to $917,060 and $376,018, respectively, and the LOC will no
longer be required after the payment date in May, 2009. If any lease for
which a rent escalation is anticipated is terminated or if the tenant
under such lease defaults, the Borrower will be required to fund a lease
recovery reserve in accordance with the loan documents to be used for
leasing costs incurred in reletting the space.
(3) So long as the subject property is covered under a multi-location blanket
policy, monthly escrows for insurance premiums have been waived subject to
the receipt of timely evidence of satisfactory coverage and the loan is
not in default.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Brea, CA
PROPERTY TYPE Office, Suburban
SIZE (SF) 636,922
OCCUPANCY % AS OF FEBRUARY 17, 2006 98.6%
YEAR BUILT / YEAR RENOVATED 1989-2006 / NAP
APPRAISED VALUE $188,000,000
PROPERTY MANAGEMENT Realty Services Corp.
UW ECONOMIC OCCUPANCY % 95.0%
UW REVENUES $15,719,004
UW EXPENSES $4,420,135
UW NET OPERATING INCOME (NOI) $11,298,869
UW NET CASH FLOW (NCF) $10,853,023
--------------------------------------------------------------------------------
B-12
--------------------------------------------------------------------------------
OLEN POINTE BREA OFFICE PARK
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
OLEN POINTE BREA OFFICE PARK TENANT SUMMARY
-----------------------------------------------------------------------------------------------------------------------------------
% OF NET DATE OF
RATINGS NET RENTABLE RENTABLE % OF ACTUAL LEASE
TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
-----------------------------------------------------------------------------------------------------------------------------------
ResMAE Mortgage Corporation (2)
NR/NR/NR 131,687 20.7% $24.00 $ 3,160,488 21.1% 07/31/17
Avery Dennison Office Products NR/A3/A- 131,411 20.6% $24.32 $ 3,196,130 21.3% 08/31/15
Ventura Foods, LLC (3) NR/NR/NR 129,924 20.4% $24.48 $ 3,180,540 21.2% 01/11/13
Hartford Fire Insurance A/A3/A- 61,544 9.7% $22.18 $ 1,365,120 9.1% 03/31/07
Colby & Partners/Dentsu NR/NR/NR 14,058 2.2% $23.83 $ 334,938 2.2% 01/31/07
Top 5 Tenants 468,624 73.6% $23.98 $11,237,216 74.9% Various
Non-major Tenants 159,250 25.0% $23.65 $ 3,767,057 25.1% Various
------- ----- ------ ----------- ----
Occupied Total 627,874 98.6% $23.90 $15,004,273 100%
Vacant 9,048 1.4%
------- -----
COLLATERAL TOTAL 636,922 100.0%
======= =====
-----------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) Pursuant to the ResMAE Mortgage Corporation lease, the tenant received
six months of free rent. Tenant is expected to begin paying rent on
August 23, 2006.
(3) Ventura Foods, LLC sub-leased a portion of the first floor and the entire
second floor of the building and storage space in the warehouse at lease
inception.
-----------------------------------------------------------------------------------------------------------------------
OLEN POINTE BREA OFFICE PARK LEASE ROLLOVER(1)
-----------------------------------------------------------------------------------------------------------------------
Wtd. Avg. In Place
# of Leases Base Rent PSF Total SF % of Total Cumulative % % of In Place Cumulative % of In
Year Rolling Rolling Rolling SF Rolling of SF Rolling Rent Rolling Place Rent Rolling
--------- ----------- ------------------ -------- ---------- ------------- ------------- ------------------
2006 2 $23.68 4,279 0.7% 0.7% 0.7% 0.7%
2007 19 $22.99 101,665 16.0% 16.6% 15.6% 16.3%
2008 18 $23.66 59,782 9.4% 26.0% 9.4% 25.7%
2009 8 $23.77 31,399 4.9% 30.9% 5.0% 30.7%
2010 1 $21.60 1,732 0.3% 31.2% 0.2% 30.9%
2011 4 $23.50 27,795 4.4% 35.6% 4.4% 35.3%
2012 0 $ 0.00 0 0.0% 35.6% 0.0% 35.3%
2013 2 $24.31 138,124 21.7% 57.3% 22.4% 57.6%
2014 0 $ 0.00 0 0.0% 57.3% 0.0% 57.6%
2015 1 $24.32 131,411 20.6% 77.9% 21.3% 78.9%
2016 0 $ 0.00 0 0.0% 77.9% 0.0% 78.9%
-- ------- ---- ----
TOTALS 55 496,187 77.9% 78.9%
======= ==== ====
-----------------------------------------------------------------------------------------------------------------------
(1) The numbers in this chart are based on the assumption that no tenant
exercises an early termination option. See "Description of the Mortgage
Pool--Additional Loan and Property Information--Tenant Matters" in the
offering prospectus dated June 12, 2006.
B-13
--------------------------------------------------------------------------------
OLEN POINTE BREA OFFICE PARK
--------------------------------------------------------------------------------
o THE LOAN. The subject mortgage loan (the "Olen Pointe Brea Office Park
Loan") is secured by a first mortgage encumbering an office park complex
located in Brea, California (the "Olen Pointe Brea Office Park Property").
The Olen Pointe Brea Office Park Loan has a cut-off date principal balance
of $133,000,000, represents approximately 5.9% of the initial mortgage pool
balance. The Olen Pointe Brea Office Park Loan was originated on March 15,
2006. The Olen Pointe Brea Office Park Loan provides for interest-only
payments for the first 24 months of its term, and thereafter, fixed monthly
payments of principal and interest.
The Olen Pointe Brea Office Park Loan has a remaining term of 118 months and
matures on April 11, 2016. The Olen Pointe Brea Office Park Loan may be
prepaid on or after February 11, 2016, and permits defeasance with United
States government obligations beginning 2 years after the issue date for the
series CGCMT 2006-C4 certificates.
o THE BORROWER. The borrower is Olen Pointe Brea, LLC ("Olen Pointe Brea
Borrower"), a special purpose entity structured to be bankruptcy remote. The
sponsor of the borrower is Olen Properties Corp. ("Olen"). Formed in 1973 by
Igor Olenicoff, Olen is headquartered in Newport Beach, California. Olen
develops and owns office and industrial properties. Their portfolio consists
of over 40 office and industrial properties totaling over five million
square feet located in Orange County and over 30 apartment communities
totaling over 10,000 apartment units in Las Vegas, Florida and Arizona. Olen
self-manages all investment properties and typically holds their
developments for long-term value appreciation.
o THE PROPERTY. The Olen Pointe Brea Office Park Property consists of six
office buildings and four restaurants totaling approximately 636,922 square
and is situated on approximately 29 acres. The Olen Pointe Brea Office Park
Property includes approximately 2,595 parking spaces for vehicles throughout
the two parking garages and surface level parking spaces. Of the six office
buildings, two were constructed in 1989, three in 1998 and one in 2006. The
Olen Pointe Brea Office Park Property is located in Brea, California, within
the Los Angeles-Riverside-Orange County, California metropolitan statistical
area. As of February 17, 2006, the occupancy rate for the Olen Pointe Brea
Office Park Property was approximately 98.6%.
The largest tenant is ResMAE Mortgage Corporation ("ResMAE") occupying
131,687 square feet, or approximately 20.7% of the net rentable area.
ResMAE, a subsidiary of privately owned ResMAE Financial Corporation, is a
specialty finance company engaged in the business of originating, selling,
and servicing sub prime residential mortgage loans. ResMAE is headquartered
at the subject property and has regional processing centers nationwide,
including Illinois, Texas and Florida. The ResMAE lease expires in July
2017. The second largest tenant is Avery Dennison Office Products ("Avery
Dennison"), occupying 131,411 square feet, or approximately 20.6% of the net
rentable area. Avery Dennison is a global leader in the making of adhesive
labels used on packaging, mailers, and other items. Under the Avery Dennison
and Fasson brands, Avery Dennison makes papers, films, school supplies and
office products. As of May 2006, Avery Dennison was rated "A3" by Moody's
and "A-" by S&P. The Avery Dennison lease expires in August 2015. The third
largest tenant is Ventura Foods, LLC ("Ventura Foods"), occupying 129,924
square feet, or approximately 20.4% of the net rentable area. Ventura Foods
sub-leased a portion of the first floor and the entire second floor of the
building and storage space in the warehouse at lease inception. Ventura
Foods started in Petaluma, CA in 1919 as a butter and egg distribution
business. Through expansions and acquisitions, Ventura Foods operates 12
plants throughout the country with branded and private label products such
as shortenings, soups, butter blends, pan coatings, dressings, sauces and
premium salad oils. Brand names include Chef's Pride, Citation,
Gold-n-Sweet, Hidden Valley, Phase, Sunburst, and SunGlow. Ventura Foods is
headquartered at the subject property. The Ventura Foods lease expires in
January 2013.
B-14
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OLEN POINTE BREA OFFICE PARK
--------------------------------------------------------------------------------
o LOCK BOX ACCOUNT. Olen Pointe Brea Borrower is required to (i) cause the
tenants at the Olen Pointe Brea Office Park Property to deposit all rents
directly into a lockbox account and (ii) to cause all other revenue from the
Olen Pointe Brea Office Park Property to be deposited into the lockbox
account. Prior to the occurrence of a "trigger event", all funds deposited
into the lockbox account are swept into the borrower's operating account on
each business day. Following the occurrence and during the continuance of a
trigger event with respect to the Olen Pointe Brea Office Park Loan, funds
in the lockbox will be transferred daily to a cash collateral account and
applied pursuant to the cash management provisions contained in the loan
documents. Upon the cure of the trigger event, funds will again be swept
daily from the lockbox account to the borrower's operating account. A
"trigger event" means the occurrence of (i) an event of default under the
Olen Pointe Brea Office Park Loan or (ii) the date on which the debt service
coverage ratio for the preceding twelve (12) months is less than 1.10x. A
trigger event will continue until the applicable event of default is cured
or waived or until the date on which the debt service coverage ratio equals
or exceeds 1.10x for two (2) consecutive quarters.
o MANAGEMENT. Realty Services Corp. is the property manager for the Olen
Pointe Brea Office Park Property. The property manager is affiliated with
the borrower.
o PARTIAL RELEASE. Olen Pointe Brea Borrower may obtain a release of a portion
of the Olen Pointe Brea Office Park Property consisting of a parking lot
containing 317 parking spaces (the "Development Site") from the liens of the
Olen Pointe Brea Office Park Loan in connection the development of a parking
garage and other improvements on the Development Site which will benefit the
Olen Pointe Brea Office Park Property upon satisfying certain conditions set
forth in the loan documents.
B-15
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RESTON EXECUTIVE CENTER
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[3 PHOTOS OMITTED]
B-16
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RESTON EXECUTIVE CENTER
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[MAP OMITTED]
B-17
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RESTON EXECUTIVE CENTER
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER CGM
CUT-OFF DATE PRINCIPAL BALANCE $93,000,000.00
PERCENTAGE OF INITIAL MORTGAGE
POOL BALANCE 4.1%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Vornado Realty L.P.
OWNERSHIP INTEREST Fee Simple
MORTGAGE RATE 5.5720%
MATURITY DATE January 9, 2013
AMORTIZATION TYPE Interest Only
ORIGINAL TERM / AMORTIZATION TERM 84 / Interest Only
REMAINING TERM / REMAINING
AMORTIZATION TERM 79 / Interest Only
LOCKBOX In-Place Hard,
Springing Cash Management
UP-FRONT RESERVES
TAX / INSURANCE No / No
TI / LC(1) $6,837,894
ONGOING MONTHLY RESERVES(2)
TAX / INSURANCE Springing
REPLACEMENT Springing
ADDITIONAL FINANCING No
CUT-OFF DATE PRINCIPAL BALANCE / SF $191
CUT-OFF DATE LTV RATIO 72.66%
MATURITY DATE LTV RATIO 72.66%
UW NCF DSCR 1.22x
--------------------------------------------------------------------------------
(1) Vornado Realty L.P. guaranteed $2,400,000 ($30/SF) for upfront TI/LC costs
for approximately 80,000 SF of vacant space, $2,032,700 ($20.00/SF) for
costs of renewing or reletting the 101,635 SF of SAIC space, $1,395,160
($20.00/SF) for costs of renewing or reletting the 69,758 SF of Quadramed
space and $1,010,034 to cover any outstanding TI/LC obligations pertaining
to the Data Systems and Solutions, Harmony Information Systems, LCM
Properties, SAIC, and Systems Management Engineering spaces. These
guaranties may be replaced with letters of credit.
(2) Monthly escrows for real estate taxes, insurance and replacement reserves
have been waived. Upon the occurrence of an event of default or if the
DSCR falls below 1.15x for two (2) consecutive quarters, monthly deposits
will be required and continue until such time as DSCR equals or exceeds
1.15x for two (2) consecutive quarters. In lieu of such monthly deposits,
Vornado Realty L.P. may guaranty such monthly deposit amounts, so long as
(i) Vornado Realty Trust maintains a long-term unsecured debt rating of at
least Baa3 from Moody's and the equivalent S&P rating, (ii) the
guarantor's liability under any such reserve guaranties does not exceed
liability in excess of 10% of the outstanding principal balance of the
Loan and (iii) the DSCR has not fallen below 1.05x for two (2) consecutive
quarters. Borrower may also deliver a letter of credit in lieu of making
such monthly deposits.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Reston, VA
PROPERTY TYPE Office, Suburban
SIZE (SF) 486,081
OCCUPANCY % AS OF DECEMBER 31, 2005 79.4%
YEAR BUILT / YEAR RENOVATED 1987 & 1988 / NAP
APPRAISED VALUE $128,000,000
PROPERTY MANAGEMENT Charles E. Smith
Real Estate Services, L.P.
UW ECONOMIC OCCUPANCY % 80.8%
UW REVENUES $11,244,200
UW EXPENSES $3,897,673
UW NET OPERATING INCOME (NOI) $7,346,527
UW NET CASH FLOW (NCF) $6,406,621
--------------------------------------------------------------------------------
B-18
--------------------------------------------------------------------------------
RESTON EXECUTIVE CENTER
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
RESTON EXECUTIVE CENTER TENANT SUMMARY
-------------------------------------------------------------------------------------------------------------------------------
% OF NET DATE OF
RATINGS NET RENTABLE RENTABLE % OF ACTUAL LEASE
TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
-------------------------------------------------------------------------------------------------------------------------------
SAIC(2) NR / A3 / A-- 101,635 20.9% $25.74 $ 2,615,890 24.2% 09/30/10
Quadramed Corporation NR / NR / NR 70,758 14.6% $32.98 $ 2,333,462 21.6% 07/31/11
PRA International NR / NR / NR 20,772 4.3% $25.89 $ 537,849 5.0% 12/31/14
BSI America, Inc.(3) NR / NR / NR 20,746 4.3% $25.04 $ 519,435 4.8% 5/31/14(4)
Data Systems & Solutions NR / BBB+ / Baa1 13,995 2.9% $26.50 $ 370,868 3.4% 09/30/10
Top 5 Tenants 227,906 46.9% $27.98 $ 6,377,504 59.1% Various
Non-major Tenants 157,902 32.5% $28.00 $ 4,421,882 40.9% Various
------- ----- ------ ----------- -----
Occupied Total 385,808 79.4% $27.99 $10,799,386 100.0%
Vacant 100,273 20.6%
------- -----
COLLATERAL TOTAL 486,081 100.0%
======= =====
-------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) SAIC may terminate up to 31,420 square feet anytime after 10/01/08 upon 9
months written notice and payment of a termination fee.
(3) BSI America, Inc. has a cancellation option on 06/01/09 upon 9 months
written notice and payment of a termination fee.
(4) 1,128 SF expires on 07/31/08.
-------------------------------------------------------------------------------------------------------------------
RESTON EXECUTIVE CENTER LEASE ROLLOVER(1)
-------------------------------------------------------------------------------------------------------------------
WTD. AVG. IN PLACE CUMULATIVE %
# OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE OF IN PLACE
YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING RENT ROLLING
-------------------------------------------------------------------------------------------------------------------
2006 5 $26.56 20,802 4.3% 4.3% 5.1% 5.1%
2007 7 $28.79 44,169 9.1% 13.4% 11.8% 16.9%
2008 3 $32.19 11,533 2.4% 15.7% 3.4% 20.3%
2009 1 $25.73 4,232 0.9% 16.6% 1.0% 21.3%
2010 7 $26.38 143,656 29.6% 46.2% 35.1% 56.4%
2011 3 $31.88 83,648 17.2% 63.4% 24.7% 81.1%
2012 4 $26.76 37,378 7.7% 71.1% 9.3% 90.4%
2013 0 $ 0.00 0 0.0% 71.1% 0.0% 90.4%
2014 2 $25.70 40,390 8.3% 79.4% 9.6% 100.0%
2015 0 $ 0.00 0 0.0% 79.4% 0.0% 100.0%
2016 0 $ 0.00 0 0.0% 79.4% 0.0% 100.0%
-- ------- ---- -----
TOTALS 32 385,808 79.4% 100.0%
======= ==== =====
-------------------------------------------------------------------------------------------------------------------
(1) The numbers in this chart are based on the assumption that no tenant
exercises an early termination option. See "Description of the Mortgage
Pool -- Additional Loan and Property Information -- Tenant Matters" in
the offering prospectus dated June 12, 2006.
B-19
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RESTON EXECUTIVE CENTER
--------------------------------------------------------------------------------
o THE LOAN. The subject mortgage loan (the "Reston Executive Center Loan") is
secured by a first mortgage encumbering three office buildings located in
Reston, Virginia (the "Reston Executive Center Property"). The Reston
Executive Center Loan has a cut-off date principal balance of $93,000,000
and represents approximately 4.1% of the initial mortgage pool balance. The
Reston Executive Center Loan was originated on December 21, 2005. The Reston
Executive Center Loan provides for interest-only payments for the entire 84
months of its term.
The Reston Executive Center Loan has a remaining term of 79 months and
matures on January 9, 2013. The Reston Executive Center Loan may be prepaid
on or after September 9, 2012, and permits defeasance with United States
government obligations beginning 2 years after the issue date for the series
CGCMT 2006-C4 certificates.
o THE BORROWER. The borrower is CESC Reston Executive Center L.L.C., a special
purpose entity structured to be bankruptcy remote. The sponsor of the
borrower is Vornado Realty L.P., which is a subsidary of Vornado Realty
Trust ("Vornado"). Vornado is a publicly traded real estate investment trust
("REIT") (NYSE:VNO) and owns and/or manages approximately 56 million square
feet of real estate. As of June 2006, Vornado was rated "Baa3" by Moodys,
"BBB+" by S&P and "BBB-" by Fitch. Vornado owns and operates office, retail
and showroom properties with large concentrations in the New York
metropolitan area and in the Washington, D.C. and Northern Virginia area.
o THE PROPERTY. The Reston Executive Center Property is comprised of three
office buildings, totaling approximately 486,081 square feet situated on
approximately 13.8 acres. Parking is provided by two four-story garages,
containing 1,399 spaces. There are a total of three elevators serving the
garages. The garages have direct interior access to the Reston Executive
Center Property. Surface parking for visitors is located in front of each
building. The Reston Executive Center Property was constructed in 1987 and
1988. The Reston Executive Center Property is located in Reston, Virginia,
within the Washington, D.C. metropolitan statistical area. As of December
31, 2005, the occupancy rate for the Reston Executive Center Property was
approximately 79.4%.
The largest tenant is Science Applications International Corporation
("SAIC") occupying 101,635 square feet, or approximately 20.9% of the net
rentable area. Founded by Dr. J. Robert Beyster in 1969, SAIC, a Fortune
500(R) company, is engaged in a wide range of information technology and
high-tech research and engineering for government, military, and private
industries. It is one of the largest employee-owned research and engineering
firms in the United States. Headquartered in San Diego, SAIC and its
subsidiaries have more than 43,000 employees with offices in over 150 cities
worldwide. As of June 2006, SAIC was rated "A3" by Moody's and "A--" by S&P.
The SAIC lease expires in September 2010. SAIC may terminate up to 31,420
square feet any time after 10/01/08 upon 9 months written notice and payment
of a termination fee. The second largest tenant is QuadraMed Corporation
("QuadraMed"), occupying 70,758 square feet, or approximately 14.6% of the
net rentable area. Founded in 1993 and headquartered in the subject
property, QuadraMed develops financial management, patient and clinical
information management, compliance, and decision support software for health
care professionals in hospitals throughout the United States. QuadraMed's
products include applications for managing pharmacies, laboratory
information, radiology information, scheduling and resources, and compliance
with regulations. The QuadraMed lease expires in July 2011. The third
largest tenant is PRA International ("PRA International"), occupying 20,772
square feet, or approximately 4.3% of the net rentable area. PRA
International's predecessor company, Pharmaceutical Research, was founded in
1981 in Charlottesville, Virginia, as a data management contract research
organization. PRA International is headquartered in the subject property and
operates from six other locations in the U.S., two in Canada, as well as,
South America, Europe, Africa, and Asia. The PRA International lease expires
in December 2014.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a lock box account under the lender's control, and
transferred to a lender-controlled cash management account ("Clearing
Account"). Cash flow in the Clearing Account will be swept daily (or on such
other periodic basis as determined by borrower and cash management bank)
into an account under borrower's control ("Borrower's Account") unless (i)
an Event of Default Period (as herein defined) exists or (ii) the debt
service coverage ratio (measured on a quarterly basis) falls below 1.15x for
two consecutive calendar quarters (the occurrence of either (i) or (ii)
being referred to as a "Cash Sweep Period"), in which case such cash flow
will be swept daily (or on such other periodic basis as Lender shall direct)
to a Lender-controlled account ("Cash Management Account") and used
B-20
--------------------------------------------------------------------------------
RESTON EXECUTIVE CENTER
--------------------------------------------------------------------------------
to pay debt service and to fund the reserve accounts. The Cash Sweep Period
shall continue until (i) such Event of Default Period no longer exists or
(ii) until the debt service coverage ratio has been at least 1.15x for two
consecutive calendar quarters, as applicable. In lieu of requiring deposits
into the reserve subaccounts during the Cash Sweep Period, Vornado Realty
L.P. may guaranty such monthly deposit amounts and the payment of the items
for which the related reserves are required, so long as (x) Vornado
maintains a long-term unsecured debt rating of at least Baa3 from Moody's
and the equivalent S&P rating, (y) the guarantor's liability under any such
guaranties does not, when taken together with any other reserve guaranties
rendered by guarantor in connection with the Reston Executive Center Loan,
exceed liability in excess of 10% of the outstanding principal balance of
the Reston Executive Center Loan and (z) a Low DSCR Cash Sweep Period (as
hereinafter defined) does not exist. During a Cash Sweep Period, after
payment of monthly debt service and funding of the reserve accounts, excess
cash flow in the Cash Management Account will be swept to the Borrower's
Account unless either (1) an event of default exists or (2) the debt service
coverage ratio (measured on a quarterly basis) falls below 1.05x for two
consecutive calendar quarters (the occurrence of either (1) or (2) being
referred to as a "Low DSCR Cash Sweep Period"), in which event excess cash
flow will fund an operating expense subaccount, fund the reserve accounts
and pay debt service, and any excess cash flow will be held by Lender in a
cash collateral subaccount of the Cash Management Account until such Event
of Default Period no longer exists, or until the debt service coverage ratio
has been at least 1.05x for three consecutive payment dates, as applicable,
at which time the amounts held in the cash collateral subaccount and
operating expense subaccount shall be released to borrower. An "Event of
Default Period" means the period of time commencing upon the occurrence of
an event of default and ending on the last day of the third (3rd)
consecutive full calendar month after which such event of default has been
cured and no other event of default has occurred.
o MANAGEMENT. Charles E. Smith Real Estate Services, L.P. is the property
manager for the Reston Executive Center Property. The property manager is
affiliated with the borrower.
B-21
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RECKSON II OFFICE PORTFOLIO
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[6 PHOTOS OMITTED]
B-22
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RECKSON II OFFICE PORTFOLIO
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[MAP OMITTED]
B-23
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RECKSON II OFFICE PORTFOLIO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER CGM
CUT-OFF DATE PRINCIPAL BALANCE $72,000,000.00
PERCENTAGE OF INITIAL MORTGAGE
POOL BALANCE 3.2%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Reckson Australia Operating Company LLC
OWNERSHIP INTEREST Fee Simple, Leasehold
MORTGAGE RATE 5.3225%
MATURITY DATE January 9, 2016
AMORTIZATION TYPE Interest Only
ORIGINAL TERM / AMORTIZATION TERM 120 / Interest Only
REMAINING TERM / REMAINING
AMORTIZATION TERM 115 / Interest Only
LOCKBOX In-Place Hard, Springing Cash Management
UP-FRONT RESERVES
TAX / INSURANCE No / No
ONGOING MONTHLY RESERVES
TAX / INSURANCE (1) Springing
REPLACEMENT (2) Springing
TI / LC (3) Springing
ADDITIONAL FINANCING (4) Yes
CUT-OFF DATE PRINCIPAL BALANCE / SF $79
CUT-OFF DATE LTV RATIO 49.52%
MATURITY DATE LTV RATIO 49.52%
UW NCF DSCR(5) 2.26x
LOAN SHADOW RATING
FITCH / MOODY'S(6) BBB- / Baa3
--------------------------------------------------------------------------------
(1) Monthly escrows of real estate taxes and insurance have been waived, so
long as the Borrower is not in default and is not in a cash management
period. Upon trigger of not covering a minimum DSCR of 1.15x at a 6.75%
constant; monthly payments shall be delivered to the Lender in the amount
of one-twelfth of an amount that would be sufficient to pay the taxes and
insurance premiums payable, or estimated by Lender to be payable, during
the next ensuing twelve months. Once the cash management period ends, all
accumulated tax and insurance reserves shall be returned to Borrower.
(2) Monthly escrows of replacement reserves have been waived so long as the
Borrower is not in default and is not in a cash management period. Upon
trigger of not covering a minimum DSCR of 1.15x at a 6.75% constant;
monthly payments shall be delivered to the Lender in an amount equal to
$19,074. Once the cash management period ends, all amounts then in the
reserve shall be returned to Borrower.
(3) Monthly escrows of TI / LCs have been waived so long as the Borrower is
not in default and is not in a cash management period. Upon trigger of not
covering a minimum DSCR of 1.15x at a 6.75% constant; monthly payments
shall be delivered to the Lender in an amount equal to $114,444.75. Once
the cash management period ends, all amounts then in the reserve shall be
returned to Borrower.
(4) See "--Mezzanine Debt" below.
(5) Loan has a DSCR of 1.81 at a loan constant of 6.75%.
(6) Fitch and Moody's have confirmed that the Reckson II Office Portfolio Loan
has the credit characteristics consistent with that of an investment-grade
rated obligation.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 7
LOCATION Various
PROPERTY TYPE Office, Suburban
SIZE (SF) 915,558
OCCUPANCY % AS OF JANUARY 5, 2006 94.8%
YEAR BUILT / YEAR RENOVATED 1971-1982 / Various
APPRAISED VALUE $145,400,000
PROPERTY MANAGEMENT Reckson Management Group, Inc.
UW ECONOMIC OCCUPANCY % 91.1%
UW REVENUES $20,641,075
UW EXPENSES $10,600,658
UW NET OPERATING INCOME (NOI) $10,040,419
UW NET CASH FLOW (NCF) $8,797,140
--------------------------------------------------------------------------------
B-24
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RECKSON II OFFICE PORTFOLIO
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
RECKSON II OFFICE PORTFOLIO TENANT SUMMARY
----------------------------------------------------------------------------------------------------------------------------
% OF NET % OF DATE OF
RATINGS NET RENTABLE RENTABLE ACTUAL LEASE
TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
----------------------------------------------------------------------------------------------------------------------------
Lockheed Martin Corp A--/Baa1/BBB+ 123,554 13.5% $ 20.80 $ 2,569,902 13.5% 09/30/08
Frequency Electronics NR/NR/NR 91,027 9.9% $ 4.39 $ 400,000 2.1% 12/31/09
Bayer Healthcare LLC(2) NR/NR/NR 81,079 8.9% $ 20.58 $ 1,668,328 8.7% 07/31/14
AC Nielsen c/o VNU Inc.(3) NR/Ba1/BBB-- 35,556 3.9% $ 19.95 $ 709,449 3.7% 03/31/15
Oracle USA Inc.(4) A--/A3/A-- 29,428 3.2% $ 27.00 $ 794,556 4.2% 11/30/07
Top 5 Tenants 360,644 39.4% $ 17.03 $ 6,142,235 32.2% Various
Non-major Tenants 506,876 55.4% $ 25.56 $12,956,352 67.8% Various
------- ----- ------- ----------- -----
Occupied Total 867,520 94.8% $ 22.02 $19,098,586 100.0%
Vacant 48,038 5.2%
------- -----
COLLATERAL TOTAL 915,558 100.0%
======= =====
----------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) In December 2005, Bayer Healthcare LLC exercised a lease extension option
for their existing 71,340 square feet plus an additional 9,739 square
feet. In return, tenant received a $500,000 incentive payment as well as
one month free rent for the month of January 2006. Tenant may terminate
lease with regard to 18,699 square feet on the fifth floor on 12/31/2010
with nine months notice and payment of a termination fee.
(3) AC Nielson c/o VNU Inc. received five months free rent ($289,204):
February, March and April 2005 and July and August 2010. Tenant may
terminate all or a portion of its space on June 30, 2010 with 12 months
notice and payment of a termination fee.
(4) Oracle has a one time right to terminate lease after December 9, 2005,
with 9 months notice and payment of a termination fee.
-------------------------------------------------------------------------------------------------------------------------------
RECKSON II OFFICE PORTFOLIO LEASE ROLLOVER(1)
-------------------------------------------------------------------------------------------------------------------------------
WTD. AVG. IN PLACE
# OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN
YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING
---- ----------- ------------------ -------- ---------- ------------- ------------- ------------------
2006 13 $24.20 33,778 3.7% 3.7% 4.3% 4.3%
2007 19 $25.72 120,503 13.2% 16.9% 16.2% 20.5%
2008 14 $23.04 189,392 20.7% 37.5% 22.9% 43.4%
2009 15 $14.23 164,128 17.9% 55.5% 12.2% 55.6%
2010 19 $25.74 101,922 11.1% 66.6% 13.7% 69.3%
2011 11 $23.10 43,215 4.7% 71.3% 5.2% 74.6%
2012 6 $25.57 13,039 1.4% 72.7% 1.7% 76.3%
2013 2 $27.91 33,706 3.7% 76.4% 4.9% 81.2%
2014 4 $22.04 109,546 12.0% 88.4% 12.6% 93.9%
2015 3 $21.99 46,876 5.1% 93.5% 5.4% 99.3%
2016 0 $ 0.00 0 0.0% 93.5% 0.0% 99.3%
--- ------- ---- ----
TOTALS 106 856,105 93.5% 99.3%
======= ==== ====
-------------------------------------------------------------------------------------------------------------------------------
(1) The numbers in this chart are based on the assumption that no tenant
exercised an early termination option. See "Description of the Mortgage
Pool -- Additional Loan and Property Information -- Tenant Matters" in the
offering prospectus dated June 12, 2006.
B-25
--------------------------------------------------------------------------------
RECKSON II OFFICE PORTFOLIO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------------
RECKSON II OFFICE PORTFOLIO
--------------------------------------------------------------------------------------
CUT-OFF DATE
ALLOCATED LOAN YEAR BUILT /
PROPERTY NAME PROPERTY LOCATION BALANCE RENOVATED
--------------------------------------------------------------------------------------
6800 Jericho Syosset, NY 15,550,000 1977 / NAP
55 Charles Lindbergh Boulevard Uniondale, NY 13,260,000 1971 / NAP
555 White Plains Road Tarrytown, NY 10,520,000 1972 / 2005
560 White Plains Road Tarrytown, NY 10,030,000 1980 / 2005
200 Broadhollow Road Melville, NY 7,710,000 1981 / NAP
10 Rooney Circle West Orange, NJ 7,500,000 1971 / NAP
North Atrium II Syosset, NY 7,430,000 1982 / NAP
----------
TOTAL/WTD. AVG. 72,000,000
==========
--------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
RECKSON II OFFICE PORTFOLIO
----------------------------------------------------------------------------------------------
OCCUPANCY % UNDERWRITTEN
PROPERTY (AS OF APPRAISED NET
PROPERTY NAME SIZE JANUARY 5, 2006) VALUE CASH FLOW
----------------------------------------------------------------------------------------------
6800 Jericho 207,583 94.7% 34,300,000 1,931,656
55 Charles Lindbergh Boulevard 214,581 100.0% 31,800,000 1,746,142
555 White Plains Road 124,515 98.3% 18,900,000 1,159,256
560 White Plains Road 127,064 81.9% 20,200,000 1,100,438
200 Broadhollow Road 70,110 97.3% 12,500,000 992,573
10 Rooney Circle 70,716 86.3% 12,000,000 900,059
North Atrium II 100,989 99.6% 15,700,000 967,017
------- ----------- ---------
TOTAL/WTD. AVG. 915,558 94.8% 145,400,000 8,797,140
======= =========== =========
----------------------------------------------------------------------------------------------
B-26
--------------------------------------------------------------------------------
RECKSON II OFFICE PORTFOLIO
--------------------------------------------------------------------------------
o THE LOANS. The subject mortgage loan (the "Reckson II Office Portfolio
Loan") is secured by 7 first mortgages (six of which are secured by the
borrower's fee simple interest in the Reckson II Office Portfolio Properties
and one is secured by the borrower's leasehold interest in a Reckson II
Office Portfolio Property) that encumber a portfolio of 7 office properties
located New York and New Jersey (the "Reckson II Office Portfolio
Properties"). The Reckson II Office Portfolio Loan has a cut-off date
principal balance of $72,000,000 and represents approximately 3.2% of the
initial mortgage pool balance. Fitch and Moody's have confirmed, in
accordance with their respective methodologies, that the Reckson II Office
Portfolio Loan has credit characteristics consistent with obligations rated
"BBB-" and "Baa3", respectively. The Reckson II Office Portfolio Loan was
originated on January 6, 2006. The Reckson II Office Portfolio Loan provides
for interest-only payments for the entire 120 months of its term.
The Reckson II Office Portfolio Loan has a remaining term of 115 months and
matures on January 9, 2016. The Reckson II Office Portfolio Loan may be
prepaid on or after October 9, 2015, and permits defeasance with United
States government obligations beginning 2 years after the issue date for the
series CGCMT 2006-C4 certificates.
o THE BORROWERS. The borrowers are RA 6800 Jericho Turnpike LLC, RA 6900
Jericho Turnpike LLC, RA 10 Rooney Circle Owner LLC, RA 55 CLB LLC, RA 200
Broadhollow Road Owner LLC, RA 555 White Plains Road LLC, and RA 560 White
Plains Road LLC, all special purpose entities structured to be bankruptcy
remote. The sponsor of the borrowers is Reckson Australia Operating Company
LLC, which is 25% owned by Reckson Associates Realty Corp ("Reckson"), a
publicly traded REIT (NYSE:RA). Reckson has been in the business of owning,
developing, constructing, managing, and leasing office and industrial
properties in the New York Tri-State Area for over 45 years. Reckson has
historically emphasized the development and acquisition of its suburban
office properties in large-scale office parks. Reckson's portfolio consists
of approximately 90 properties in the New York Tri-State Area, encompassing
approximately 18.9 million rentable square feet, all of which are managed by
Reckson Management Group, Inc., an affiliate of Reckson.
o THE PROPERTIES. The Reckson II Office Portfolio Properties consist of seven
office properties totaling approximately 915,558 square feet. The Reckson II
Office Portfolio Properties include 2,926 covered and surface parking
spaces. The Reckson II Office Portfolio Properties were constructed between
1971 and 1982 and two of the properties, located at 555 White Plains Road
and 560 White Plains Road, were renovated in 2005. The Reckson II Office
Portfolio Properties are located in New York and New Jersey. As of January
5, 2006, the weighted average occupancy rate for the Reckson II Office
Portfolio Properties was approximately 94.8%.
The largest tenant is Lockheed Martin Corp ("Lockheed Martin") occupying
123,554 square feet, or approximately 13.5% of the net rentable area.
Lockheed Martin is one of the world's largest defense contractors. Its
business segments include Aeronautics, Electronic Systems, Space Systems,
Integrated Systems & Solutions, and Information & Technology Services. As of
May 2006, Lockheed Martin was rated "A--" by Fitch, "Baa1" by Moody's and
"BBB+" by S&P. The Lockheed Martin lease expires in September 2008. The
second largest tenant is Frequency Electronics, occupying 91,027 square
feet, or approximately 9.9% of the net rentable area. Frequency Electronics
produces quartz, rubidium, and cesium-based time and frequency control
products, such as oscillators and amplifiers, used by commercial customers
to synchronize voice, data, and video transmissions in satellite and
wireless communications. The US military uses its products for navigation,
communications, surveillance, and timing systems in aircraft, satellites,
and missiles. The Frequency Electronics lease expires in December 2009. The
third largest tenant is Bayer Healthcare LLC ("Bayer Healthcare"), occupying
81,079 square feet, or approximately 8.9% of the net rentable area. Bayer
Healthcare is a health care company with products that range from drug
products to innovative diagnostics technology. Bayer Healthcare has five
divisions: Animal Health, Biological Products, Consumer Care, Diagnostics,
and Pharmaceuticals. Bayer Healthcare has worldwide operations located in
more than 120 countries and employs over 30,000 people. The Bayer Healthcare
lease expires in July 2014. Bayer Healthcare may terminate lease with regard
to 18,699 square feet on the fifth floor on December 31, 2010 with nine
months notice and payment of a termination fee.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a lock box account under the lender's control, and
transferred to a lender-controlled clearing account. All funds on deposit in
the clearing account will be swept daily into an account under borrower's
control, except (i) if event of default exists, (ii) a periodically measured
debt service coverage ratio falls below 1.15x for two calendar quarters or
(iii) if any mezzanine loan is outstanding (items (i)--(iii) are referred
B-27
--------------------------------------------------------------------------------
RECKSON II OFFICE PORTFOLIO
--------------------------------------------------------------------------------
to as the "Cash Management Events"). Upon the occurrence of any Cash
Management Event, all funds held in the clearing account will be swept daily
to a Lender-controlled deposit account until such event of default no longer
exists, or until the debt service coverage ratio has been at least 1.15x for
two consecutive calendar quarters or the mezzanine loan has been satisfied.
Any excess cash in the deposit account, after payment of monthly debt
service and reserves, and so long as no event of default exists, will be
swept on each payment date into a debt service reserve account as additional
collateral until either an event of default occurs or the periodically
measured debt service coverage ratio is at least 1.15x for two consecutive
calendar quarters.
o MEZZANINE DEBT. Future mezzanine debt is permitted subject to borrower's
delivery of a ratings confirmation, intercreditor agreement and other
miscellaneous documents.
o PARTIAL RELEASES. The related loan documents permit the borrower, during the
period beginning 2 years after the issue date for the series CGCMT 2006-C4
certificates through October 9, 2015, to obtain the release of any of the
Reckson II Office Portfolio Properties upon the sale of such property to a
third entity and upon satisfaction of certain conditions, including among
others, that (i) no event of default has occurred and is continuing, and
(ii) the debt service coverage ratio for the remaining properties (exclusive
of the release parcel), is equal or greater than the greater of (a) 95% of
the Reckson II Office Portfolio Properties calculated immediately prior to
the partial release and (b) 1.50x. The Reckson II Office Portfolio Loan must
be partially defeased in the amount of 110% of the allocated loan amount for
the released parcel as a condition to a release. The allocated loan amount
for each Reckson II Office Portfolio Property is listed in the Reckson II
Office Portfolio Summary below.
The related loan documents permit the borrower to release a portion of the
55 Charles Lindbergh parcel consisting of 6.555 acres without prepayment
penalty or defeasance upon satisfaction of certain conditions including
among others that (i) no event of default has occurred and is continuing,
(ii) the release parcel legally subdivided, (iii) the release parcel is not
owned by any borrower and (iv) the existing ground lease is amended to
reflect such release, together with a pro rata reduction in ground lease
payments.
o COLLATERAL SUBSTITUTION. The related loan documents permit the borrower,
during the period beginning 1 year after the issue date for the series CGCMT
20006-C4 certificates through October 9, 2015, to substitute properties upon
satisfaction of certain conditions, including among others, that (i) no
event of default has occurred and is continuing, (ii) a minimum DSCR test,
(iii) a maximum LTV test and (iv) minimum leases in place at the substituted
property.
o MANAGEMENT. Reckson Management Group, Inc. is the property manager for the
Reckson II Office Portfolio Properties. The property manager is affiliated
with the borrower.
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GREAT WOLF RESORTS PORTFOLIO
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GREAT WOLF RESORTS PORTFOLIO
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GREAT WOLF RESORTS PORTFOLIO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER CGM
CUT-OFF DATE PRINCIPAL BALANCE $63,000,000
PERCENTAGE OF INITIAL MORTGAGE 2.8%
POOL BALANCE
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR CNL Income Partners, LP,
Great Wolf Resorts, Inc.
OWNERSHIP INTEREST Fee Simple
MORTGAGE RATE 6.0800%
MATURITY DATE March 1, 2013
AMORTIZATION TYPE Partial IO/Balloon
ORIGINAL TERM / AMORTIZATION TERM 84 / 360
REMAINING TERM / REMAINING 81 / 360
AMORTIZATION TERM
LOCKBOX In-Place Hard, Springing Cash Management
UP-FRONT RESERVES
TAX / INSURANCE Yes / Yes
SEASONALITY RESERVE (1) Yes
ONGOING MONTHLY RESERVES
TAX/INSURANCE Yes / Yes
FF&E 4% of Gross Revenues
SEASONALITY RESERVE (1) Yes
ADDITIONAL FINANCING No
CUT-OFF DATE PRINCIPAL BALANCE/SF $108,621
CUT-OFF DATE LTV RATIO 52.28%
MATURITY DATE LTV RATIO 49.71%
UW NCF DSCR 1.74x
--------------------------------------------------------------------------------
(1) At closing, a Seasonality Reserve Account was established to cover
negative cash flow in the months of May, June, September, October,
November and January. On each Payment Date in April, Borrower will deposit
into the Seasonality Reserve Account an amount equal to 105% of the
aggregated budgeted Negative Monthly Amounts for the following months of
May and June (less up to a $300,000 working capital reserve maintained by
the Manager, which will be pledged to Lender, but such deduction will be
permitted only while the Debt Service Coverage Test is satisfied and no
Event of Default exists). On each Payment Date in August the Borrower will
deposit into the Seasonality Reserve Account an amount equal to 105% of
the aggregated budgeted Negative Monthly Amounts for the following months
of September, October, November and January (less up to a $300,000 working
capital reserve maintained by the Manager, which will be pledged to
Lender, but such deduction will be permitted only while the Debt Service
Coverage Test is satisfied and no Event of Default exists). The agreed
upon August 2006 Seasonality Amount is $1,240,704.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 2
LOCATIONSTATE Various, Various
PROPERTY TYPE Hospitality, Full Service
SIZE (ROOMS)
PROPERTY SIZE 580
OCCUPANCY % AS OF DECEMBER 31, 2005 58.5%
YEAR BUILT / YEAR RENOVATED 1997 & 2001 / Various
APPRAISED VALUE $120,500,000
PROPERTY MANAGEMENT Great Lake Services, LLC
UW ECONOMIC OCCUPANCY % 60.3%
UW REVENUES $37,782,148
UW EXPENSES $28,304,667
UW NET OPERATING INCOME (NOI) $9,477,481
UW NET CASH FLOW (NCF) $7,966,195
--------------------------------------------------------------------------------
B-32
--------------------------------------------------------------------------------
GREAT WOLF RESORTS PORTFOLIO
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------
Great Wolf Resorts Portfolio Summary
----------------------------------------------------------------------------------
Cut-Off Date
Allocated
Loan Year Built / Total
Property Name City, State Balance Renovated Rooms
----------------------------------------------------------------------------------
Great Wolf Resort
-- Sandusky, OH Sandusky, OH $34,500,000 2001 / NAP 271
Great Wolf Resort
-- Wisconsin Dells Lake Delton, WI 28,500,000 1997 / 2005 309
----------- ---
TOTAL/WTD. AVG. $63,000,000 580
=========== ===
----------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Great Wolf Resorts Portfolio Summary
---------------------------------------------------------------------------------------------
Occupancy %
Cut-Off Date as of Underwritten
Principal December Net Underwritten Underwritten
Property Name Balance/Room 31,2005 Cash Flow ADR REVPAR
---------------------------------------------------------------------------------------------
Great Wolf Resort
-- Sandusky, OH $127,306 58.3% $4,372,640 $219.88 $128.18
Great Wolf Resort
-- Wisconsin Dells $ 92,233 58.7% 3,593,555 $187.46 $116.22
-------- ----------
TOTAL/WTD. AVG. $108,621 58.5% $7,966,195 $202.11 $121.81
======== ==========
---------------------------------------------------------------------------------------------
B-33
--------------------------------------------------------------------------------
GREAT WOLF RESORTS PORTFOLIO
--------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "Great Wolf Resorts Portfolio Loan") is
secured by a first mortgage encumbering two hospitality properties located
in Sandusky, Ohio and Lake Delton, Wisconsin (the "Great Wolf Resorts
Portfolio Properties"), respectively. The Great Wolf Resorts Portfolio Loan
has a cut-off date principal balance of $63,000,000 and represents
approximately 2.8% of the initial mortgage pool balance. The Great Wolf
Resorts Portfolio Loan provides for interest-only payments for the first 36
months of its term, and thereafter, fixed monthly payments of principal and
interest based on a 30-year amortization schedule.
The Great Wolf Resorts Portfolio Loan has a remaining term of 81 months and
matures on March 1, 2013. The Great Wolf Resorts Portfolio Loan may be
prepaid on or after December 1, 2012, and permits defeasance with United
States government obligations beginning 2 years after the issue date for the
series CGCMT 2006-C4 certificates.
o THE BORROWER. The co-borrowers are CNL INCOME GW WI-DEL, LP and CNL INCOME
GW SANDUSKY, LP, both special purpose entities structured to be bankruptcy
remote. The sponsors are CNL Income Partners, LP ("CNL") and Great Wolf
Resorts, Inc. ("GWR"). CNL is an unlisted REIT that acquires properties and
leases them on a long-term, triple-net basis. Targeted properties include
dealerships, campgrounds and manufactured housing, health clubs, parking
lots, bowling alleys, golf courses, ski resorts, marinas, manufacturer's
outlet centers, and vacation ownership resorts. GWR is a family
entertainment resort company based in Madison, Wisconsin that specializes in
developing, owning, and operating drive-to family resorts featuring indoor
waterparks and other family-oriented entertainment activities. In an effort
to create a stronger company, formulate a succession plan, and retain and
grow staff, GWR issued, during 4th Quarter 2004, an IPO for Great Wolf
Resorts, Inc. as a self-managed, indoor waterpark resort focused real estate
investment trust. Currently, GWR has approximately six Great Wolf, Resorts
in its portfolio and one nautical themed Blue Harbor Resort.
o THE PROPERTIES. The Great Wolf Resorts Portfolio Properties consist of the
Great Wolf Resort -- Sandusky, OH Property and the Great Wolf Resort -- Lake
Delton, WI Property. The Great Wolf Resort -- Sandusky, OH Property contains
271 rooms and was constructed in 2001. The Great Wolf Resort -- Lake Delton,
WI Property contains 309 rooms and was constructed in 1997 and expanded in
2005.
o LOCK BOX ACCOUNT. All rents and other receipts are required to be deposited
into a lockbox and are to be swept daily into the borrower's account.
Following the occurrence and continuance of a "trigger event" with respect
to the Great Wolf Resorts Portfolio Loan, funds in the lockbox will be
transferred daily to a cash collateral account and applied pursuant to a
cash management agreement and the loan agreement. Upon the cure of the
trigger event, funds will again be swept daily from the lockbox to the
borrower's account. A "trigger event" means (i) the occurrence of an event
of default under the Great Wolf Resorts Portfolio Loan or (ii) commencing
with the test date ending March 31, 2007 the date on which the debt service
overage ratio for the preceding twelve (12) months is less than 1.25x. A
trigger event will continue until the applicable event of default is cured
or waived or until the date on which the debt service coverage ratio equals
or exceeds 1.25x for twelve (12) consecutive months measured quarterly.
o MANAGEMENT. Great Lakes Services, LLC is the property manager for the Great
Wolf Resorts Portfolio Properties. The property manager is affiliated with
the borrower.
o PARTIAL RELEASE. The related loan documents permit the borrower to obtain
the release of the Great Wolf Resort -- Sandusky, OH Property upon
satisfaction of certain conditions, including among others, that (i) no
event of default has occurred and is continuing, (ii) the loan-to-value does
not exceed 55%, (iii) the debt service coverage ratio is not less than the
greater of 1.65x or the pre-release debt service coverage. The Great Wolf
Resorts Portfolio Loan must be partially defeased in the amount of 115% of
the allocated loan amount for the released parcel as a condition for
release. The allocated loan amount is $34,500,000 for the Great Wolf Resort
-- Sandusky, OH Property.
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EMERALD ISLE SENIOR APARTMENTS
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EMERALD ISLE SENIOR APARTMENTS
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EMERALD ISLE SENIOR APARTMENTS
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--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER PNC
CUT-OFF DATE PRINCIPAL BALANCE $55,000,000
PERCENTAGE OF INITIAL MORTGAGE
POOL BALANCE 2.4%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Cameo Homes, James C.
Gianulias, James Chris Gianulias 1998 Trust
OWNERSHIP INTEREST Fee Simple
MORTGAGE RATE 5.190%
MATURITY DATE July 1, 2015
AMORTIZATION TYPE Partial IO / Balloon
ORIGINAL TERM / AMORTIZATION TERM 120 / 360
REMAINING TERM / REMAINING
AMORTIZATION TERM 109 / 360
LOCKBOX None
UP-FRONT RESERVES
TAX(1) / INSURANCE(2) Yes / Yes
ONGOING MONTHLY RESERVES
TAX / INSURANCE Yes / No
REPLACEMENT $5,095
ADDITIONAL FINANCING Yes(3)
CUT-OFF DATE PRINCIPAL BALANCE/UNIT $130,332
CUT-OFF DATE LTV RATIO 69.18%
MATURITY DATE LTV RATIO 61.49%
UW NCF DSCR 1.23x
--------------------------------------------------------------------------------
(1) In addition to a monthly escrow payment, the borrower was required to make
a deposit at closing in the amount of $200,944.59 to a tax escrow account
with the lender.
(2) Monthly insurance reserve requirements were waived by the lender although
the borrower was required to deposit six months of insurance premiums to
lender at closing in the amount of $27,474.
(3) See "--Mezzanine Debt" below.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Placentia, CA
PROPERTY TYPE Multifamily, Conventional
SIZE (UNITS) 422
OCCUPANCY % AS OF MAY 23, 2006 84.6%
YEAR BUILT / YEAR RENOVATED 2005 / NAP
APPRAISED VALUE $79,500,000
PROPERTY MANAGEMENT Mesa Management, Inc.
UW ECONOMIC OCCUPANCY % 84.6%
UW REVENUES $5,989,086
UW EXPENSES $1,439,181
UW NET OPERATING INCOME (NOI) $4,549,905
UW NET CASH FLOW (NCF) $4,444,405
--------------------------------------------------------------------------------
B-38
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EMERALD ISLE SENIOR APARTMENTS
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
EMERALD ISLE SENIOR APARTMENTS SUMMARY
------------------------------------------------------------------------------------------------------------------
APPROXIMATE
NUMBER OF APPROXIMATE UNIT NET RENTABLE % OF NET RENTABLE AVERAGE IN PLACE
UNIT TYPE UNITS SIZE (SF) AREA (SF) AREA RENT
------------------------------------------------------------------------------------------------------------------
Studios 0 0 0 0.0% $ 0
1-BR 267 588 156,996 57.8% $1,046
2-BR 155 931 114,336 42.2% $1,535
3-BR 0 0 0 0.0% $ 0
4-BR+ 0 0 0 0.0% $ 0
--- --- ------- ----- ------
TOTAL/WTD. AVG. 422 643 271,332 100.0% $1,234
=== === ======= ===== ======
------------------------------------------------------------------------------------------------------------------
B-39
--------------------------------------------------------------------------------
EMERALD ISLE SENIOR APARTMENTS
--------------------------------------------------------------------------------
o THE LOAN. The Emerald Isle Senior Apartments loan is secured by a first
mortgage encumbering a Class A, 422-unit multifamily complex in Placentia,
CA. The loan has a ten-year term, with the first three years interest only,
followed by a 30-year amortization schedule. The loan funded on June 3,
2005, and has a remaining term of 109 months, a maturity date of July 1,
2015 and a cut-off date principal balance of $55,000,000. The loan was
underwritten to a 69.2% LTV and a 1.23x DSCR (1.54x during the interest only
period). The Emerald Isle Senior Apartments Loan represents approximately
2.4% of the initial mortgage pool balance.
o THE BORROWER. The borrower is Placentia 422 L.P., a California limited
partnership. Its general partner is Cameo Homes, Inc. (1%), a California
corporation, and its limited partners are James C. Gianulias (69%), Victor
J. Mahony (18%), David Gianulias (7%) and Gus Gianulias (5%). Cameo Homes,
Inc. is 100% owned by James C. Gianulias, the sponsor of this loan. Cameo
Homes, Inc., has developed approximately 5,000 single-family homes,
condominiums and townhomes, and more than 3,400 multifamily and senior
units. James C. Gianulias and his companies have also developed commercial
properties throughout Northern, Central and Southern California.
o THE PROPERTY. The property is a class A, 422-unit garden-style apartment
complex located in Placentia, California. It was completed in 2005, and
consists of 7 buildings situated on approximately 10.43 acres adjacent to
the Alta Vista Golf & Country Club. To get zoning approval, the property is
restricted to seniors over the age of 55. Property amenities include a
resort style swimming pool, heated spa, putting greens, laundry facilities
on every floor, a clubhouse, library, billiard room and fitness center. As
of May 23, 2006, the property was 84.6% occupied, but a current leasing
schedule shows additional units that have been leased but not yet occupied,
thus increasing the occupancy to 91.2%.
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o MEZZANINE DEBT. Future mezzanine debt is permitted subject to borrower's
delivery of a ratings confirmation, intercreditor agreement and other
miscellaneous documents.
o MANAGEMENT. The Property is managed by Mesa Management, Inc., which is owned
by the sponsor, James C. Gianulias and Victor J. Mahony. Mesa Management is
headquartered in Newport Beach, CA, and manages nearly 2,200 apartment
units.
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20 NORTH ORANGE
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B-42
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20 NORTH ORANGE
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B-43
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20 NORTH ORANGE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER CGM
CUT-OFF DATE PRINCIPAL BALANCE $42,695,000.00
PERCENTAGE OF INITIAL MORTGAGE
POOL BALANCE 1.9%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Acquisition
SPONSOR Carlton P. Cabot, Cabot Investment
Properties, LLC
OWNERSHIP INTEREST Fee Simple
MORTGAGE RATE 5.3100%
MATURITY DATE October 11, 2015
AMORTIZATION TYPE Partial IO/Balloon
ORIGINAL TERM / AMORTIZATION TERM 120 / 360
REMAINING TERM / REMAINING
AMORTIZATION TERM 112 / 360
LOCKBOX In-Place Hard
UP-FRONT RESERVES
TAX / INSURANCE Yes / Yes
REPLACEMENT $252,500
TI / LC (1) $3,000,000
BRIGHT HOUSE TI RESERVE (2) $614,000
ONGOING MONTHLY RESERVES
TAX / INSURANCE Yes / Yes
ADDITIONAL FINANCING No
CUT-OFF DATE PRINCIPAL BALANCE / SF $158
CUT-OFF DATE LTV RATIO 74.64%
MATURITY DATE LTV RATIO 67.87%
UW NCF DSCR 1.20x
--------------------------------------------------------------------------------
(1) At closing, Lender escrowed $3,000,000 for TI / LCs. In addition, at any
time the balance of the TI / LC account falls below $500,000, Borrower
shall pay to Lender a monthly amount equal to the greater of: (i) $2,500
and (ii) such amount, as determined by Lender, that causes the TI / LC
reserve account to equal $500,000 within six month period.
(2) At closing, Lender escrowed $614,000 for outstanding TI work required to
be performed by Borrower under the terms of the Bright House Networks
lease. Provided that no event of default exists under the loan, the
reserve shall be disbursed to the Borrower for TI costs, in increments of
no less than $2,500, upon receipt by Lender of satisfactory evidence of TI
work. On 2/9/06, Lender authorized the release of $197,907 out of Bright
House TI Reserve as Lender received satisfactory evidence of work.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Orlando, FL
PROPERTY TYPE Office, CBD
SIZE (SF) 270,097
OCCUPANCY % AS OF DECEMBER 31, 2005 90.0%
YEAR BUILT / YEAR RENOVATED 1983 / 2005
APPRAISED VALUE $57,200,000
PROPERTY MANAGEMENT Continental Real Estate Companies
UW ECONOMIC OCCUPANCY % 90.0%
UW REVENUES $6,013,187
UW EXPENSES $2,472,088
UW NET OPERATING INCOME (NOI) $3,541,099
UW NET CASH FLOW (NCF) $3,421,694
--------------------------------------------------------------------------------
B-44
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20 NORTH ORANGE
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
20 NORTH ORANGE TENANT SUMMARY
---------------------------------------------------------------------------------------------------------------------------------
% OF NET % OF DATE OF
RATINGS NET RENTABLE RENTABLE ACTUAL LEASE
TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
---------------------------------------------------------------------------------------------------------------------------------
Morgan & Morgan NR / NR / NR 46,318 17.1% $19.86 $ 919,900 18.4% 03/31/15
Wachovia Bank NA AA- / Aa2 / NR 26,066 9.7% $21.22 $ 553,121 11.1% 04/17/10
Fisher, Rushmer ET AL NR / NR / NR 25,731 9.5% $23.95 $ 577,268 11.5% 12/31/11(2)
Bright House Networks NR / NR / NR 25,504 9.4% $16.82 $ 429,018 8.6% 04/28/16(3)
Lawyers Title Ins Corp (4) A / NR / A- 18,004 6.7% $20.20 $ 363,688 7.3% 01/18/10
Top 5 Tenants 141,623 52.4% $20.35 $2,842,994 56.8%
Non-major Tenants 110,151 40.8% $19.59 $2,158,134 43.2%
------- ----- ------ ---------- -----
Occupied Total (5) 251,774 93.2% $20.02 $5,001,128 100.0%
Vacant 18,323 6.8%
------- -----
COLLATERAL TOTAL 270,097 100.0%
======= =====
---------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) 120 SF of storage space is leased on a MTM basis.
(3) 910 SF of storage space is leased on a MTM basis.
(4) Lawyers Title Ins, Corp has a termination option on March 19, 2008
provided written notice by February 19, 2007 and payment of a termination
fee.
(5) CareerBuilder, LLC, Document Technologies LLC and Metcalf & Eddy were not
in occupancy and paying rent as of loan origination, however, Metcalf &
Eddy occupied their space on 03/01/06 and CareerBuilder, LLC and Document
Technologies LLC are expected to take occupancy on 07/15/06.
---------------------------------------------------------------------------------------------------------------------------------
20 NORTH ORANGE LEASE ROLLOVER(1)
---------------------------------------------------------------------------------------------------------------------------------
WTD. AVG. IN PLACE
# OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN
YEAR ROLLING ROLLING ROLLING SF ROLLING (2) OF SF ROLLING RENT ROLLING PLACE RENT ROLLING
---------------------------------------------------------------------------------------------------------------------------------
2006 3 $21.46 6,337 2.3% 2.3% 2.7% 2.7%
2007 3 $22.30 4,589 1.7% 4.0% 2.0% 4.8%
2008 10 $21.08 37,982 14.1% 18.1% 16.0% 20.8%
2009 3 $13.77 7,954 2.9% 21.1% 2.2% 23.0%
2010 9 $20.85 87,230 32.3% 53.3% 36.4% 59.3%
2011 4 $18.89 34,280 12.7% 66.0% 12.9% 72.3%
2012 0 $ 0.00 0 0.0% 66.0% 0.0% 72.3%
2013 1 $25.15 1,460 0.5% 66.6% 0.7% 73.0%
2014 0 $ 0.00 0 0.0% 66.6% 0.0% 73.0%
2015 1 $20.00 45,680 16.9% 83.5% 18.3% 91.3%
2016 1 $17.00 24,594 9.1% 92.6% 8.4% 99.6%
-- ------- ---- ----
TOTALS 35 250,106 92.6% 99.6%
== ======= ==== ====
---------------------------------------------------------------------------------------------------------------------------------
(1) The numbers in this chart are based on the assumption that no tenant
exercised an early termination option. See "Description of the Mortgage
Pool -- Additional Loan and Property Information -- Tenant Matters" in the
offering prospectus dated June 12, 2006.
(2) CareerBuilder, LLC, Document Technologies LLC and Metcalf & Eddy were not
in occupancy and paying rent as of loan origination, however, Metcalf &
Eddy occupied their space on 03/01/06 and CareerBuilder, LLC and Document
Technologies LLC are expected to take occupancy on 07/15/06.
B-45
--------------------------------------------------------------------------------
20 NORTH ORANGE
--------------------------------------------------------------------------------
o THE LOAN. The subject mortgage loan (the "20 North Orange Loan") is secured
by a first mortgage encumbering an office building located in Orlando,
Florida. The 20 North Orange Loan has a cut-off date principal balance of
$42,695,000 and represents approximately 1.9% of the initial mortgage pool
balance. The 20 North Orange Loan was originated on October 6, 2005. The 20
North Orange Loan provides for interest-only payments for the first 48
months of its term, and thereafter, fixed monthly payments of principal and
interest.
The 20 North Orange Loan has a remaining term of 112 months and matures on
October 11, 2015. The 20 North Orange Loan may be prepaid on or after August
11, 2015, and permits defeasance with United States government obligations
beginning 2 years after issue date for the series CGCMT 2006-C4
certificates.
o THE BORROWER. The borrowers are, collectively, CABOT NORTH ORANGE, LLC --
CABOT NORTH ORANGE 35, LLC, thirty-five special purpose entities each
structured to be bankruptcy remote and all jointly and severally liable for
repayment of the 20 North Orange Loan. The borrowers hold title to the 20
North Orange Property, in fee, as tenants in common under a tenancy in
common structure having Cabot North Orange LeaseCo LLC, a Delaware limited
liability company as master lessee under a master lease with the borrowers.
The sponsors of the 20 North Orange Loan and the tenancy in common
arrangement are Carlton P. Cabot and Cabot Investment Properties, LLC
("CIP"). CIP, is a privately held real estate investment manager formed
specifically to focus on credit-tenant and stabilized asset commercial real
estate investments. Mr. Cabot is the CEO and President of CIP and has over
17 years of commercial real estate experience and has been involved in the
acquisition of over $500 million of commercial real estate.
o THE PROPERTY. The 20 North Orange Property is an approximately 270,097
square foot office building situated on approximately 2.32 acres. The 20
North Orange Property also includes an adjacent surface parking lot
containing 38 spaces and an adjacent 7-story parking garage, which is
attached by a covered pedestrian walkway and contains 469 spaces for a total
of 507 spaces. The subject is also party to a parking lease with an adjacent
parking garage owned by the city of Orlando, providing an additional 175
spaces, for a grand total of 682 spaces or approximately 2.5 per 1,000 sf. A
covered pedestrian walkway connects the subject with the city of Orlando's
garage. The 20 North Orange Property was constructed in 1983 and renovated
in 2005. The 20 North Orange Property is located in Orlando, Florida, within
the Orlando, Florida metropolitan statistical area. As of December 31, 2005,
the occupancy rate for the 20 North Orange Property was approximately 90.0%.
The largest tenant is Morgan & Morgan occupying 46,318 square feet, or
approximately 17.1% of the net rentable area. Morgan & Morgan is one of the
largest exclusively personal injury law firms in the country with offices
throughout Florida. Morgan & Morgan has one of their two main offices at the
subject property and has been at the subject property since 1993. The Morgan
& Morgan lease expires in March 2015. The second largest tenant is Wachovia
Bank NA ("Wachovia"), occupying 26,066 square feet, or approximately 9.7% of
the net rentable area. Wachovia is registered as a financial holding company
and a bank holding company, and provides commercial and retail banking, as
well as, trust services through full-service banking offices. Wachovia has
been at the subject since 1983. As of June 2006, Wachovia was rated "AA-" by
Fitch, and "AA2" by Moody's. The Wachovia lease expires in April 2010. The
third largest tenant is Fisher, Rushmer et al. ("Fisher, Rushmer"),
occupying 25,731 square feet, or approximately 9.5% of the net rentable
area. The firm has over 30 attorneys and specializes in a wide variety of
commercial and personal injury practices. Fisher, Rushmer has been at the
subject since 1984. The Fisher, Rushmer lease expires December 2011.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases
are deposited into a lock box account under the lender's control, and
transferred to a lender-controlled cash management account.
o MANAGEMENT. Continental Real Estate Companies is the property manager for
the 20 North Orange Property. Continental Real Estate Companies was
established in 1989 and is a full service real estate firm with a portfolio
of more than seven million square feet of commercial space. The property
manager is independent.
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KRATSA PORTFOLIO
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LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER CGM
CUT-OFF DATE PRINCIPAL BALANCE(1) $38,270,000
PERCENTAGE OF INITIAL MORTGAGE 1.7%
POOL BALANCE
NUMBER OF MORTGAGE LOANS 4
LOAN PURPOSE Refinance
SPONSOR Perry W. Kratsa, William P. Kratsa, Jr.,
James N. Kratsa
OWNERSHIP INTEREST Fee Simple, Leasehold
MORTGAGE RATE 5.8800%
MATURITY DATE June 11, 2016
AMORTIZATION TYPE Balloon
ORIGINAL TERM / AMORTIZATION TERM 120 / 300
REMAINING TERM / REMAINING 120 / 300
AMORTIZATION TERM
LOCKBOX None
UP-FRONT RESERVES
TAX / INSURANCE Yes / No
DSCR RESERVE (1) $712,500
ONGOING MONTHLY RESERVES
TAX/INSURANCE (2) Yes / No
FF&E 4% of Gross Revenues
ADDITIONAL FINANCING No
CUT-OFF DATE PRINCIPAL $82,657
BALANCE/ROOM
CUT-OFF DATE LTV RATIO 74.53%
MATURITY DATE LTV RATIO 57.49%
UW NCF DSCR 1.31x
--------------------------------------------------------------------------------
(1) At closing, lender will hold back $712,500 in a DSCR reserve that will be
released upon the SpringHill Suites -- North Shore property achieving a
1.35x DSCR using the trailing-12 months net cash flow.
(2) So long as the subject properties are covered under a multi-location
blanket policy, monthly escrows for insurance premiums have been waived
subject to the receipt of timely evidence of satisfactory coverage and
the loan is not in default.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 4
LOCATION Various, PA
PROPERTY TYPE Hospitality, Various
SIZE (ROOMS) 463
OCCUPANCY % AS OF MARCH 31, 2006 66.9%
YEAR BUILT / YEAR RENOVATED 1999 - 2005 / Various
APPRAISED VALUE $51,350,000
PROPERTY MANAGEMENT Triple K Management
UW ECONOMIC OCCUPANCY % 67.3%
UW REVENUES $12,214,608
UW EXPENSES $7,972,431
UW NET OPERATING INCOME (NOI) $4,242,177
UW NET CASH FLOW (NCF) $3,753,593
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
KRATSA PORTFOLIO SUMMARY
-------------------------------------------------------------------------------------------------
CUT-OFF DATE
ALLOCATED LOAN YEAR BUILT / TOTAL
PROPERTY NAME CITY, STATE BALANCE RENOVATED ROOMS
-------------------------------------------------------------------------------------------------
SpringHill Suites -- North Shore Pittsburgh, PA $19,762,500 2005 / NAP 198
Holiday Inn Express -- South Side Pittsburgh, PA 9,487,500 2003 / NAP 125
Holiday Inn Express -- Bridgeville Bridgeville, PA 4,670,000 1999 / 2005 70
Comfort Inn -- Meadowlands Washington, PA 4,350,000 1999 / NAP 70
----------- ---
TOTAL/WTD. AVG. $38,270,000 463
=========== ===
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
CUT-OFF DATE OCCUPANCY %
PRINCIPAL AS OF UNDERWRITTEN UNDERWRITTEN UNDERWRITTEN
PROPERTY NAME BALANCE/ROOM MAY 31, 2006 NET CASH FLOW ADR REVPAR
-------------------------------------------------------------------------------------------------------------------
SpringHill Suites -- North Shore $99,811 61.5% $1,823,804 $111.11 $68.35
Holiday Inn Express -- South Side $75,900 73.8% 995,551 $101.15 $74.66
Holiday Inn Express -- Bridgeville $66,714 68.4% 497,715 $ 87.78 $62.44
Comfort Inn -- Meadowlands $62,143 68.3% 436,523 $ 72.91 $49.76
------- ----------
TOTAL/WTD. AVG. $82,657 66.9% $3,753,593 $ 99.12 $66.35
======= ==========
-------------------------------------------------------------------------------------------------------------------
B-50
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KRATSA PORTFOLIO
--------------------------------------------------------------------------------
o THE LOANS. The Kratsa Portfolio mortgage loans (the "[Kratsa Portfolo
Loans") are collectively secured by first mortgages encumbering four
hospitality properties located in Pennsylvania (the "Kratsa Portfolio
Properties"). The Kratsa Portfolio Loans represent approximately 1.7% of the
initial mortgage pool balance. The Kratsa Portfolio Loans were originated on
May 19, 2006 and have an aggregate principal balance as of the cut-off date
of $38,270,000. Each of the Kratsa Portfolio Loans is cross-collateralized
and cross-defaulted with each of the other Kratsa Portfolio Loans.
The Kratsa Portfolio Loans have a remaining term of 120 months and mature on
June 11, 2016. The Kratsa Portfolio Loans may be prepaid on or after April
11, 2016, and permit defeasance with United States government obligations
beginning 2 years after the issue date for the series CGCMT 2006-C4
certificates.
o THE BORROWERS. The borrowers are General Robinson Associates, L.P.,
Ironworks Plaza L.P., Kratsa Properties-Bridgeville, L.P. and Meadowlands
Park Hotel L.P., each a special purpose entity structured to be bankruptcy
remote. The sponsors are Perry W. Kratsa, James N. Kratsa and William P.
Kratsa, Jr. They founded the Kratsa Properties in the late 1960's. The
Kratsa Properties is a Pittsburgh-based full-service commercial real estate
development and management company. Over the years, the Kratsa Properties
has developed or acquired interests in a variety of commercial real estate
holdings, with the core of their portfolio in hotel properties. Through the
Kratsa Properties, the sponsors have developed and operated approximately 27
hotels totaling over 2,500 rooms located in the Western Pennsylvania region.
o THE PROPERTIES. The Kratsa Portfolio Properties consist of the SpringHill
Suites -- North Shore Property, the Holiday Inn Express -- South Side
Property, the Holiday Inn Express -- Bridgeville Property and the Comfort
Inn Meadowlands Property. The SpringHill Suites -- North Shore Property
contains 198 rooms and was constructed in 2005. The Holiday Inn Express --
South Side Property contains 125 rooms and was constructed in 2003. The
Holiday Inn Express -- Bridgeville Property contains 70 rooms and was
constructed in 1999 and renovated in 2005. The Comfort Inn Meadowlands
Property contains 70 rooms and was constructed in 1999. As of May 31, 2006,
the weighted average occupancy rate for the Kratsa Portfolio Properties was
approximately 66.9%.
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o RELEASE OF CROSS-COLLATERALIZATION. The related loan documents permit the
borrowers to obtain the release of any or all of the Kratsa Portfolio Loans
from the cross-collateralization upon satisfaction of certain conditions,
including among others, that (i) no event of default has occurred or is
occurring, (ii) the debt service coverage is not less than 1.35x for the
SpringHill Suites -- North Shore Property, the Holiday Inn Express -- South
Side Property and the Comfort Inn Meadowlands Property and not less than
1.40x for the Holiday Inn Express -- Bridgeville Property.
o MANAGEMENT. Triple K Management, Ltd. is the property manager for the Kratsa
Portfolio Properties. The property manager is affiliated with the borrowers.
B-51
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GT PORTFOLIO
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GT PORTFOLIO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER CGM
CUT-OFF DATE PRINCIPAL BALANCE $ 38,000,000.00
PERCENTAGE OF INITIAL
MORTGAGE POOL BALANCE 1.7%
NUMBER OF MORTGAGE LOANS 8
LOAN PURPOSE Refinance
SPONSOR Justin C. Gardner, Richard I. Tanenbaum
OWNERSHIP INTEREST Fee Simple
MORTGAGE RATE 5.4400%
MATURITY DATE January 11, 2016
AMORTIZATION TYPE Partial IO/Balloon
ORIGINAL TERM / AMORTIZATION TERM 120 / 360
REMAINING TERM / REMAINING AMORTIZATION TERM 115 / 360
LOCKBOX None
UP-FRONT RESERVES
TAX / INSURANCE Yes / Yes
ONGOING MONTHLY RESERVES
TAX / INSURANCE Yes / Yes
REPLACEMENT(1) $7,169
TI/LC(2) $11,806
ADDITIONAL FINANCING No
CUT-OFF DATE PRINCIPAL BALANCE/SF $44
CUT-OFF DATE LTV RATIO 79.90%
MATURITY DATE LTV RATIO 74.16%
UW NCF DSCR 1.21x
--------------------------------------------------------------------------------
(1) Commencing on the first day a regular monthly installment of principal
and/or interest is due and payable and continuing on the eleventh calendar
day of each month thereafter, Borrower shall deliver to Lender an amount
equal to $7,169. This reserve has an aggregate cap of $256,839 for the
entire portfolio, to be replenished if drawn.
(2) Commencing on the first day a regular monthly installment of principal
and/or interest is due and payable and continuing on the eleventh calendar
day of each month thereafter, Borrower shall deliver to Lender an amount
equal to $11,806. There is an aggregate cap for the overall portfolio of
$850,000. Funds must be replenished if withdrawn.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 8
LOCATION Various, OK
PROPERTY TYPE Various, Various
SIZE (SF) 860,774
OCCUPANCY % AS OF MARCH 1, 2006 86.9%
YEAR BUILT / YEAR RENOVATED Various (1997--2005) / NAP
APPRAISED VALUE $47,560,000
PROPERTY MANAGEMENT Gardner Tanenbaum Group
UW ECONOMIC OCCUPANCY % 81.7%
UW REVENUES $4,423,678
UW EXPENSES $984,188
UW NET OPERATING INCOME (NOI) $3,439,490
UW NET CASH FLOW (NCF) $3,100,826
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
GT PORTFOLIO
---------------------------------------------------------------------------------------------------------------------------------
CUT-OFF OCCUPANCY
DATE % (AS OF UNDERWRITTEN
LOAN YEAR BUILT / PROPERTY MARCH 1, APPRAISED NET
PROPERTY NAME CITY, STATE BALANCE RENOVATED SIZE 2006) VALUE CASH FLOW
---------------------------------------------------------------------------------------------------------------------------------
Sara Road 300 Yukon, OK $ 9,615,000 2005 / NAP 310,000 100.0% $10,900,000 $ 778,408
JCG III Oklahoma City, OK 7,623,000 2002 / NAP 145,000 79.3% 9,550,000 623,385
Liberty Business Park Oklahoma City, OK 6,763,000 2003 / NAP 91,644 66.1% 10,400,000 555,444
Sara Road 80 Yukon, OK 6,340,000 2004 / NAP 121,750 100.0% 6,500,000 517,387
JCG V Oklahoma City, OK 4,131,000 2001 / NAP 138,390 68.3% 6,250,000 334,998
6100 Center Broken Arrow, OK 1,510,000 1997, 1998 / NAP 32,500 76.9% 1,950,000 126,538
Beverly Terrace Oklahoma City, OK 1,297,000 2005 / NAP 14,000 100.0% 1,350,000 106,232
JCG IV Oklahoma City, OK 721,000 2001 / NAP 7,490 92.8% 660,000 58,434
----------- ------- ----- ----------- ----------
TOTAL/WTD. AVG. $38,000,000 860,774 86.9% $47,560,000 $3,100,827
=========== ======= ===== ===========
---------------------------------------------------------------------------------------------------------------------------------
B-54
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GT PORTFOLIO
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
GT PORTFOLIO TENANT SUMMARY
------------------------------------------------------------------------------------------------------------------------
% OF NET % OF DATE OF
RATINGS NET RENTABLE RENTABLE ACTUAL LEASE
TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
------------------------------------------------------------------------------------------------------------------------
Nomaco Inc(2) NR/NR/NR 310,000 36.0% $ 2.92 $ 905,200 24.1% 07/31/15
Franchise Food Service(3) NR/NR/NR 83,750 9.7% $ 5.30 $ 443,875 11.8% 12/31/14
Bluecurrent LLC NR/NR/NR 49,500 5.8% $ 4.50 $ 222,750 5.9% 09/30/06
Carrier A+/A2/A 45,000 5.2% $ 5.58 $ 251,100 6.7% 01/31/09
Northrop Grumman(4) BBB+/Baa2/BBB+ 40,124 4.7% $12.50 $ 501,552 13.4% 10/31/10
Top 5 Tenants 528,374 61.4% $ 4.40 $2,324,477 62.0% Various
Non-major Tenants 219,380 25.5% $ 6.51 $1,427,153 38.0% Various
------- ----- ------ ---------- -----
Occupied Total 747,754 86.9% $ 5.02 $3,751,630 100.0%
Vacant 113,020 13.1%
------- -----
COLLATERAL TOTAL 860,774 100.0%
======= =====
------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
(2) Tenant has right to either; (1) require landlord to expand the building by
100,000 to 200,000 square feet during the first three years of the lease;
or (2) tenant has the right to reduce their square footage leased by
100,000 square feet effective July 2010, with payment of a termination fee
and notice by October 2009; or (3) tenant has the right to purchase the
subject building through the end of lease term and during any renewal
options, at a purchase price of 112.5% of the cost of constructing the
premises and after June 2009, the purchase price declines to 110% of cost.
Borrower has certified the cost of the construction to be $9,286,138.
(3) Tenant has the right to terminate its lease on September 2012 with 180
days notice and payment of a termination fee. Tenant has a 30 day right of
first refusal to purchase the building should owner decline an acceptable
offer. Tenant also has an option to purchase the property during the last
lease year with six months notice.
(4) Tenant may terminate a portion or all of its space after the second lease
year of the initial or any renewal term with 90 days notice and payment of
unamortized tenant improvements, if (a) Tenant's contract with US
Government requiring Tenant's presence in the Premises are terminated, not
renewed or funding is cut or re-programmed by 50% or more; or (b) the US
Government directs a relocation of contracts which equals or exceeds 50%
of the contract price.
-------------------------------------------------------------------------------------------------------------------------------
GT PORTFOLIO LEASE ROLLOVER (1)
-------------------------------------------------------------------------------------------------------------------------------
WTD. AVG. IN PLACE
# OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN PLACE
YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING RENT ROLLING
---- ------- ------- ------- ---------- ------------- ------------ ------------
2006 3 $ 5.31 67,000 7.8% 7.8% 9.5% 9.5%
2007 1 $ 7.70 5,000 0.6% 8.4% 1.0% 10.5%
2008 3 $ 4.22 75,500 8.8% 17.1% 8.5% 19.0%
2009 2 $ 6.65 56,095 6.5% 23.7% 9.9% 28.9%
2010 4 $ 11.30 63,909 7.4% 31.1% 19.2% 48.2%
2011 3 $ 5.48 42,000 4.9% 36.0% 6.1% 54.3%
2012 2 $ 8.15 27,000 3.1% 39.1% 5.9% 60.2%
2013 0 $ 0.00 0 0.0% 39.1% 0.0% 60.2%
2014 3 $ 5.81 101,250 11.8% 50.9% 15.7% 75.9%
2015 1 $ 2.92 310,000 36.0% 86.9% 24.1% 100.0%
2016 0 $ 0.00 0 0.0% 86.9% 0.0% 100.0%
-- ------- ---- -----
TOTALS 22 747,754 86.9% 100.0%
======= ==== =====
-------------------------------------------------------------------------------------------------------------------------------
(1) The numbers in this chart are based on the assumption that no tenant
exercised an early termination option. See "Description of the Mortgage
Pool -- Additional Loan and Property Information -- Tenant Matters" in the
offering prospectus dated June 12, 2006.
B-55
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GT PORTFOLIO
--------------------------------------------------------------------------------
o THE LOANS. The GT Portfolio mortgage loans (the "GT Portfolio Loans") are
collectively secured by first mortgages encumbering six industrial
properties and two office properties located in primarily Oklahoma City and
Tulsa, Oklahoma (the "GT Portfolio Properties"). The GT Portfolio Loans
represent approximately 1.7% of the initial mortgage pool balance. The GT
Portfolio Loans were originated on December 23, 2005 and have an aggregate
principal balance as of the cut-off date of $38,000,000. The GT Portfolio
Loans provide for interest-only payments for the first 60 months of its
term, and thereafter, fixed monthly payments of principal and interest. Each
of the GT Portfolio Loans is cross-collateralized and cross-defaulted with
each of the other GT Portfolio Loans.
The GT Portfolio Loans have a remaining term of 115 months and mature on
January 11, 2016. The GT Portfolio Loans may be prepaid on or after December
11, 2015 and each GT Portfolio Loan permits defeasance with United States
government obligations beginning 2 years after the issue date for the series
CGCMT 2006-C4 certificates.
o THE BORROWERS. The borrowers are Sara Road/300, L.L.C., JCG, LLC, III,
Liberty Business Park, LLC, Sara Road/80, L.L.C., JCG, LLC, V, 6100 Center,
LLC, Beverly Terrace, LLC and JCG, LLC, IV, each a special purpose entity
structured to be bankruptcy remote. The sponsors of the borrowers are Justin
C. Gardner and Richard I. Tanenbaum. Mr. Gardner and Mr. Tanenbaum are the
principals of the Gardner Tanenbaum Group. Located in Oklahoma City, Gardner
Tanenbaum Group is a privately held company, spanning for three generations,
that focuses on the development and ownership of industrial warehouses
primarily in Oklahoma. It is an association of development partnerships that
is owned by family members, and has successfully developed millions of
square feet of commercial property throughout the southwest region of the
United States. The Gardner Tanenbaum Group specializes in build-to-suit
facilities by providing prospective tenants guidance from site selection to
onsite construction management. Its current portfolio of properties owned
and managed totals over 20 properties with approximately 2.6 million square
feet.
o THE PROPERTIES. The GT Portfolio Properties consist of six industrial
properties and two office properties. As of March 1, 2006, the weighted
average occupancy rate for the GT Portfolio Properties was approximately
86.9%.
The largest tenant is Nomaco Inc ("Nomaco") occupying 310,000 square feet,
or approximately 36.0% of the net rentable area. Nomaco manufactures
extruded polyethylene foam used in a variety of industries including home
furnishings, recreation, packaging, agriculture, marine, transportation and
construction. The subject represents their fourth and newest facility and
currently has approximately 70 employees. The Nomaco lease expires in July
2015. Nomaco has the right to either; (1) require landlord to expand the
building by 100,000 to 200,000 square feet during the first three years of
the lease; or (2) tenant has the right to reduce their square footage leased
by 100,000 square feet effective July 2010, with payment of a termination
fee and notice by October 2009; or (3) tenant has the right to purchase the
subject building through the end of lease term and any renewal options, at a
purchase price of 112.5% of the cost of constructing the premises and after
June 2009, the purchase price declines to 110% of cost. Borrower has
certified the cost of the construction to be $9,286,138. The second largest
tenant is Franchise Food Service, occupying 83,750 square feet, or
approximately 9.7% of the net rentable area. Founded in 1997, Franchise Food
Service is an independent company that distributes food and
foodservice-related goods for over 1,500 KFC, Pizza Hut, Taco Bell, Einstein
Brothers Bagels and Manhattan Bagels restaurants in 23 states. Franchise
Food Service operates distribution facilities in Wisconsin, Ohio and
Oklahoma. The Franchise Food Service lease expires in December 2014.
Franchise Food Service has the right to terminate its lease on September
2012 with 180 days notice and payment of a termination fee. Tenant has a 30
day right of first refusal to purchase the building should owner decline an
acceptable offer. Tenant also has an option to purchase the property during
the last lease year with six months notice. The third largest tenant is
Bluecurrent LLC ("Bluecurrent"), occupying 49,500 square feet, or
approximately 5.8% of the net rentable area. Bluecurrent operates a call
center at the subject, providing value-added deployment/migration service
solutions designed for the large-scale desktop outsourcing/original
equipment manufacturer industry. Since its inception in 1993, Bluecurrent's
portfolio has grown to include managed deployment of 10,000-to-100,000-seat
desktop platforms in world-class aerospace, financial, healthcare, and
manufacturing environments, covering North America and Europe. The
Bluecurrent lease expires in September 2006.
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o RELEASE PARCELS. Except for releases of the Sara Road/80 and Sara Road/300
properties resulting from an exercise by
B-56
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GT PORTFOLIO
--------------------------------------------------------------------------------
Nomaco or Franchise Food Service to purchase the properties, no release may
be made without also first satisfying both a DSCR Test and a LTV Test,
irrespective of release prices and methodology. The first test would be a
1.20x DSCR and an 80% LTV on the remaining portfolio (the starting point).
Subsequent releases could not yield a lower DSCR or higher LTV than the pre-
existing levels of the portfolio prior to such releases. In the event of an
exercise by Nomaco or Franchise Food Service of their option to purchase
their respective properties, there is recourse to the principals in the
event the purchase price is insufficient to pay in full the applicable loan
(including, if applicable, any yield maintenance payment).
o MANAGEMENT. The GT Portfolio Properties are self-managed.
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FLOWER HILL PROMENADE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
LOAN INFORMATION
--------------------------------------------------------------------------------
MORTGAGE LOAN SELLER PNC
CUT-OFF DATE PRINCIPAL BALANCE $36,500,000
PERCENTAGE OF INITIAL MORTGAGE
POOL BALANCE 1.6%
NUMBER OF MORTGAGE LOANS 1
LOAN PURPOSE Refinance
SPONSOR Jeffrey Essakow, Yehudi Gaffen
OWNERSHIP INTEREST Fee Simple
MORTGAGE RATE 5.8200%
MATURITY DATE June 1, 2016
AMORTIZATION TYPE Partial IO / Balloon
ORIGINAL TERM / AMORTIZATION TERM 120 / 360
REMAINING TERM / REMAINING
AMORTIZATION TERM 120 / 360
LOCKBOX None
UP-FRONT RESERVES
TAX(1) / INSURANCE(2) Yes / Yes
TI / LC $500,000
ONGOING MONTHLY RESERVES
TAX / INSURANCE Yes / Yes
REPLACEMENT $1,379
TI / LC $8,333
ADDITIONAL FINANCING No
CUT-OFF DATE PRINCIPAL BALANCE / SF $346
CUT-OFF DATE LTV RATIO 75.09%
MATURITY DATE LTV RATIO 67.62%
UW NCF DSCR 1.24x
--------------------------------------------------------------------------------
(1) In addition to a monthly escrow payment, the Borrower was required to make
a deposit at closing in the amount of $115,321.65 to a tax escrow account
with the Lender.
(2) In addition to a monthly escrow payment, the Borrower was required to make
a deposit at closing in the amount of $57,954.41 to an insurance escrow
account with the Lender.
--------------------------------------------------------------------------------
PROPERTY INFORMATION
--------------------------------------------------------------------------------
NUMBER OF MORTGAGED PROPERTIES 1
LOCATION Del Mar, CA
PROPERTY TYPE Retail, Unanchored
SIZE (SF) 105,472
OCCUPANCY % AS OF APRIL 17, 2006 95.6%
YEAR BUILT / YEAR RENOVATED 1976 / 2002
APPRAISED VALUE $48,610,000
PROPERTY MANAGEMENT Protea Asset Management, Inc.
UW ECONOMIC OCCUPANCY % 95.6%
UW REVENUES $4,451,561
UW EXPENSES $1,136,090
UW NET OPERATING INCOME (NOI) $3,315,471
UW NET CASH FLOW (NCF) $3,191,673
--------------------------------------------------------------------------------
B-60
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FLOWER HILL PROMENADE
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
FLOWER HILL PROMENADE TENANT SUMMARY
---------------------------------------------------------------------------------------------------------------------------
% OF NET % OF
RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE
TENANT NAME FITCH/MOODY'S/S&P(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION
---------------------------------------------------------------------------------------------------------------------------
Ultra Star Theaters NR / NR / NR 14,000 13.3% $19.56 $ 273,840 8.8% 12/31/2007
Chevy's Mexican Rest. NR / NR / NR 9,046 8.6% $26.14 $ 236,462 7.6% 9/30/2012
Milton's Deli NR / NR / NR 6,906 6.5% $20.25 $ 139,847 4.5% 5/31/2007
The Silver Skillet NR / NR / NR 5,256 5.0% $31.44 $ 165,249 5.3% 2/28/2008
Tony Roma's NR / NR / NR 4,947 4.7% $27.95 $ 138,269 4.4% 1/31/2016
Top 5 Tenants 40,155 38.1% $23.75 $ 953,666 30.6%
Non-major Tenants 60,632 57.5% $35.66 $2,162,428 69.4% Various
------- ---- ------ ---------- -----
Occupied Total 100,787 95.6% $30.92 $3,116,094 100.0%
Vacant Space 4,685 4.4%
------- ----
COLLATERAL TOTAL 105,472 100%
======= ====
---------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent whether or not the parent
guarantees the lease.
---------------------------------------------------------------------------------------------------------------------------
FLOWER HILL PROMENADE LEASE ROLLOVER
---------------------------------------------------------------------------------------------------------------------------
WTD. AVG. IN PLACE
# OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN
YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING
---------------------------------------------------------------------------------------------------------------------------
Vacant 1 $ 0.00 4,685 4.4% 4.4% 0.0% 0.0%
2006 1 $24.00 1,170 1.1% 5.6% 0.9% 0.9%
2007 10 $24.88 36,602 34.7% 40.3% 29.2% 30.1%
2008 10 $35.19 15,555 14.7% 55.0% 17.6% 47.7%
2009 4 $33.12 7,774 7.4% 62.4% 8.3% 56.0%
2010 1 $32.13 1,752 1.7% 64.0% 1.8% 57.8%
2011 6 $40.41 15,127 14.3% 78.4% 19.6% 77.4%
2012 1 $26.14 9,046 8.6% 87.0% 7.6% 85.0%
2015 2 $37.47 8,814 8.4% 95.3% 10.6% 95.6%
2016 1 $27.95 4,947 4.7% 100.0% 4.4% 100.0%
-- ------- ----- -----
TOTALS 35 105,472 100.0% 100.0%
======= ===== =====
---------------------------------------------------------------------------------------------------------------------------
(1) The numbers in this chart are based on the assumption that no tenant
exercised an early termination option. See "Description of the Mortgage
Pool -- Additional Loan and Property Information -- Tenant Matters" in the
offering prospectus dated June 12, 2006.
B-61
--------------------------------------------------------------------------------
FLOWER HILL PROMENADE
--------------------------------------------------------------------------------
o THE LOAN. The Flower Hill Promenade loan is secured by a first mortgage
encumbering a 105,472 square foot retail center located in Del Mar,
California. The loan has a ten-year term, with the first three years
interest only, followed by a 30-year amortization schedule. The loan funded
on May 8, 2006, and has a remaining term of 120 months and a maturity date
of June 1, 2016. The loan was underwritten to a 75.1% LTV and 1.24x DSCR
(1.49x during the interest only period). The Flower Hill Promenade Loan
represents approximately 1.6% of the initial mortgage pool balance.
o THE BORROWER. The Borrower is Protea Flower Hill Mall, LLC, a California
limited liability company that has owned the property since 2002. Its
managing member is FHM Asset Management, Inc. (1%), a California
corporation, with the remaining membership interest being owned by 17
different investors. FHM Asset Management, Inc. is controlled by Jeffrey
Essakow and Yehudi Gaffin, the sponsors of this loan.
o THE PROPERTY. The Flower Hill Promenade is a 105,472 square foot retail
center located in the seaside city of Del Mar, California. The property
serves the upscale communities of Solana Beach, Rancho Santa Fe and
Fairbanks Ranch. It was constructed in 1976 and renovated in 2002, and is
situated on approximately 15.14 acres. Tenants at the property include
boutique retailers, restaurants and a theatre. As of May 1, 2006, the
property was 95.6% occupied by 36 tenants, with the largest tenant occupying
13.3% of the property. In addition, over 60% of the tenants have been at the
property for over 10 years.
The largest tenant is Ultra Star Theaters occupying a stand-alone 14,000
square feet building, or approximately 13.3% of the net rentable area. The
theater has been a tenant at the subject property since 2000, and the Ultra
Star Theaters lease expires in December 2007. The Ultra Star Theater
includes four screens. The second largest tenant is Chevy's Mexican
Restaurant, occupying 9,046 square feet, or approximately 8.6% of the net
rentable area. The Chevy's Mexican Restaurant lease expires in September
2012. The third largest tenant is Milton's Deli, occupying 6,906 square
feet, or approximately 6.5% of the net rentable area. The Milton's Deli
lease expires in May 2007.
o LOCK BOX ACCOUNT. The loan documents do not require a lockbox account.
o MANAGEMENT. The Property is managed by Protea Holdings, LLC, which is owned
by Jeffrey Essakow and Yehudi Gaffen. Protea Holdings manages commercial and
residential properties in La Jolla, downtown San Diego and Laguna Beach.
B-62
ANNEX C
DECREMENT TABLES FOR CLASS A-1, CLASS A-2, CLASS A-SB, CLASS A-3, CLASS A-1A,
CLASS A-M, CLASS A-J, CLASS B, CLASS C AND CLASS D CERTIFICATES
[THIS PAGE INTENTIONALLY LEFT BLANK.]
PERCENTAGES OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT FOLLOWING CPR)
CLASS A-1
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 89.8 89.8 89.8 89.8 89.8
June 2008.................................. 78.1 78.1 78.1 78.1 78.1
June 2009.................................. 61.7 61.7 61.7 61.7 61.7
June 2010.................................. 39.0 39.0 39.0 39.0 39.0
June 2011 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 3.24 3.24 3.24 3.23 3.21
CLASS A-2
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 100.0 100.0 100.0 100.0 100.0
June 2012.................................. 100.0 100.0 99.9 99.8 97.9
June 2013 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 6.61 6.59 6.57 6.54 6.30
C-1
PERCENTAGES OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT FOLLOWING CPR)
CLASS A-SB
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 97.2 97.2 97.2 97.2 97.2
June 2012.................................. 79.2 79.2 79.2 79.2 79.2
June 2013.................................. 57.7 57.7 57.7 57.7 57.7
June 2014.................................. 27.4 27.4 27.4 27.4 27.4
June 2015.................................. 3.6 3.6 3.6 3.6 3.6
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 7.15 7.15 7.14 7.14 7.13
CLASS A-3
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 100.0 100.0 100.0 100.0 100.0
June 2012.................................. 100.0 100.0 100.0 100.0 100.0
June 2013.................................. 100.0 100.0 100.0 100.0 100.0
June 2014.................................. 100.0 100.0 100.0 100.0 100.0
June 2015.................................. 100.0 100.0 100.0 100.0 100.0
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 9.62 9.61 9.60 9.58 9.43
C-2
PERCENTAGES OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT FOLLOWING CPR)
CLASS A-1A
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 99.8 99.8 99.8 99.8 99.8
June 2008.................................. 99.4 99.4 99.4 99.4 99.4
June 2009.................................. 98.8 98.8 98.8 98.8 98.8
June 2010.................................. 97.9 97.9 97.9 97.9 97.9
June 2011.................................. 89.3 89.3 89.3 89.3 89.3
June 2012.................................. 88.1 88.1 88.1 88.1 88.1
June 2013.................................. 83.2 83.2 83.2 83.2 83.2
June 2014.................................. 81.8 81.8 81.8 81.8 81.8
June 2015.................................. 80.4 79.5 78.3 76.6 67.6
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 8.78 8.77 8.76 8.75 8.60
PERCENTAGES OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT FOLLOWING CPR)
CLASS A-M
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 100.0 100.0 100.0 100.0 100.0
June 2012.................................. 100.0 100.0 100.0 100.0 100.0
June 2013.................................. 100.0 100.0 100.0 100.0 100.0
June 2014.................................. 100.0 100.0 100.0 100.0 100.0
June 2015.................................. 100.0 100.0 100.0 100.0 100.0
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 9.84 9.84 9.83 9.81 9.66
C-3
PERCENTAGES OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT FOLLOWING CPR)
CLASS A-J
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 100.0 100.0 100.0 100.0 100.0
June 2012.................................. 100.0 100.0 100.0 100.0 100.0
June 2013.................................. 100.0 100.0 100.0 100.0 100.0
June 2014.................................. 100.0 100.0 100.0 100.0 100.0
June 2015.................................. 100.0 100.0 100.0 100.0 100.0
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 9.92 9.91 9.90 9.88 9.74
CLASS B
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 100.0 100.0 100.0 100.0 100.0
June 2012.................................. 100.0 100.0 100.0 100.0 100.0
June 2013.................................. 100.0 100.0 100.0 100.0 100.0
June 2014.................................. 100.0 100.0 100.0 100.0 100.0
June 2015.................................. 100.0 100.0 100.0 100.0 100.0
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 9.96 9.96 9.96 9.96 9.79
C-4
PERCENTAGES OF INITIAL TOTAL PRINCIPAL BALANCE AT THE SPECIFIED CPRS
(PREPAYMENTS LOCKED OUT THROUGH LOCK-OUT PERIOD, DEFEASANCE PERIOD AND
YIELD MAINTENANCE PERIOD, THEN AT FOLLOWING CPR)
CLASS C
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 100.0 100.0 100.0 100.0 100.0
June 2012.................................. 100.0 100.0 100.0 100.0 100.0
June 2013.................................. 100.0 100.0 100.0 100.0 100.0
June 2014.................................. 100.0 100.0 100.0 100.0 100.0
June 2015.................................. 100.0 100.0 100.0 100.0 100.0
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 9.96 9.96 9.96 9.96 9.79
CLASS D
DISTRIBUTION DATE 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
------------------------------------------- ---------- ---------- ---------- ----------- ------------
Initial Percentage......................... 100.0% 100.0% 100.0% 100.0% 100.0%
June 2007.................................. 100.0 100.0 100.0 100.0 100.0
June 2008.................................. 100.0 100.0 100.0 100.0 100.0
June 2009.................................. 100.0 100.0 100.0 100.0 100.0
June 2010.................................. 100.0 100.0 100.0 100.0 100.0
June 2011.................................. 100.0 100.0 100.0 100.0 100.0
June 2012.................................. 100.0 100.0 100.0 100.0 100.0
June 2013.................................. 100.0 100.0 100.0 100.0 100.0
June 2014.................................. 100.0 100.0 100.0 100.0 100.0
June 2015.................................. 100.0 100.0 100.0 100.0 100.0
June 2016 and thereafter................... 0.0 0.0 0.0 0.0 0.0
Weighted Average Life (in Years)........... 9.96 9.96 9.96 9.96 9.79
C-5
[THIS PAGE INTENTIONALLY LEFT BLANK.]
ANNEX D
FORM OF DISTRIBUTION DATE STATEMENT
[THIS PAGE INTENTIONALLY LEFT BLANK.]
Annex D
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
135 S. LaSalle Street, Suite 1625
Chicago, IL 60603
USA
Administrator: ABN AMRO ACCT: Analyst:
Laura Kocha-Chaddha 312.904.0648 REPORTING PACKAGE TABLE OF CONTENTS Patrick Gong 714.259.6253
laura.kocha.chaddha@abnamro.com patrick.gong@abnamro.com
-----------------------------------------------------------------------------------------------------------------------------------
Page(s)
-------
Issue Id: CCMT06C4 Statements to Certificateholders Page 2 Closing Date:
Cash Reconciliation Summary Page 3
Monthly Data File Bond Interest Reconciliation Page 4 First Payment Date:
Name: CCMT06C4_200607_3.ZIP Bond Interest Reconciliation Page 5
Shortfall Summary Report Page 6 Rated Final Payment Date:
Rating Information Page 7
Asset-Backed Facts ~ 15 Month Loan Status Summary Page 8 Determination Date: 11-Jul-2006
Delinquent Loan Detail Page 9
Asset-Backed Facts ~ 15 Month Loan Payoff/Loss
Summary Page 10 Trust Collection Period
Historical Collateral Prepayment Page 11 -----------------------
Mortgage Loan Characteristics Page 12-14 6/13/2006 - 7/11/2006
Loan Level Detail Page 15
Appraisal Reduction Detail Page 16
Specially Serviced (Part I) - Loan Detail Page 17
Specially Serviced (Part II) - Servicer Comments Page 18
Modified Loan Detail Page 19
Realized Loss Detail Page 20
Historical REO Report Page 21
Material Breaches Detail Page 22
--------------------------------------------------------------------------------
PARTIES TO THE TRANSACTION
--------------------------------------------------------------------------------
Depositor: Citigroup Commercial Mortgage Securities Inc.
Underwriter: Citigroup Global Markets Inc/Barclays Capital Inc./PNC Capital
Markets, Inc./Deutsche Bank Securities Inc./Banc of America Securities
Master Servicer: Midland Loan Services, Inc.
Special Servicer: J.E. Robert Companies, Inc.
Rating Agency: Moody's Investors Service, Inc./Fitch
--------------------------------------------------------------------------------
INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
--------------------------------------------------------------------------------
LaSalle Web Site www.etrustee.net
Servicer Web Site www.midlandls.com
LaSalle Factor Line 800.246.5761
Page 1 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
ORIGINAL PRINCIPAL
FACE OPENING PRINCIPAL ADJ. OR NEGATIVE CLOSING INTEREST INTEREST PASS-THROUGH
CLASS VALUE (1) BALANCE PAYMENT LOSS AMORTIZATION BALANCE PAYMENT (2) ADJUSTMENT RATE
-------------------------------------------------------------------------------------------------------------
CUSIP Next Rate(3)
-------------------------------------------------------------------------------------------------------------
Total
Total P&I Payment
Notes:
(1) N denotes notional balance not included in total
(2) Accrued Interest Plus/Minus Interest Adjustment Minus Deferred Interest
equals Interest Payment
(3) Estimated. * Denotes Controlling Class
Page 2 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
CASH RECONCILIATION SUMMARY
--------------------------------------------------------------------------------
INTEREST SUMMARY
--------------------------------------------------------------------------------
Current Scheduled Interest 0.00
Less Deferred Interest 0.00
Less PPIS Reducing Scheduled Int 0.00
Plus Gross Advance Interest 0.00
Less ASER Interest Adv Reduction 0.00
Less Other Interest Not Advanced 0.00
Less Other Adjustment 0.00
--------------------------------------------------------------------------------
Total 0.00
--------------------------------------------------------------------------------
UNSCHEDULED INTEREST:
--------------------------------------------------------------------------------
Prepayment Penalties 0.00
Yield Maintenance Penalties 0.00
Other Interest Proceeds 0.00
--------------------------------------------------------------------------------
Total 0.00
--------------------------------------------------------------------------------
Less Fee Paid To Servicer 0.00
Less Fee Strips Paid by Servicer 0.00
--------------------------------------------------------------------------------
LESS FEES & EXPENSES PAID BY/TO SERVICER
--------------------------------------------------------------------------------
Special Servicing Fees 0.00
Workout Fees 0.00
Liquidation Fees 0.00
Interest Due Serv on Advances 0.00
Non Recoverable Advances 0.00
Misc. Fees & Expenses 0.00
--------------------------------------------------------------------------------
Total Unscheduled Fees & Expenses 0.00
--------------------------------------------------------------------------------
Total Interest Due Trust 0.00
--------------------------------------------------------------------------------
LESS FEES & EXPENSES PAID BY/TO TRUST
--------------------------------------------------------------------------------
Trustee Fee 0.00
Fee Strips 0.00
Misc. Fees 0.00
Interest Reserve Withholding 0.00
Plus Interest Reserve Deposit 0.00
--------------------------------------------------------------------------------
Total 0.00
--------------------------------------------------------------------------------
Total Interest Due Certs 0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PRINCIPAL SUMMARY
--------------------------------------------------------------------------------
SCHEDULED PRINCIPAL:
Current Scheduled Principal 0.00
Advanced Scheduled Principal 0.00
--------------------------------------------------------------------------------
Scheduled Principal 0.00
--------------------------------------------------------------------------------
UNSCHEDULED PRINCIPAL:
Curtailments 0.00
Prepayments in Full 0.00
Liquidation Proceeds 0.00
Repurchase Proceeds 0.00
Other Principal Proceeds 0.00
--------------------------------------------------------------------------------
Total Unscheduled Principal 0.00
--------------------------------------------------------------------------------
Remittance Principal 0.00
--------------------------------------------------------------------------------
Remittance P&I Due Trust 0.00
--------------------------------------------------------------------------------
Remittance P&I Due Certs 0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
POOL BALANCE SUMMARY
--------------------------------------------------------------------------------
Balance Count
--------------------------------------------------------------------------------
Beginning Pool 0.00 0
Scheduled Principal 0.00 0
Unscheduled Principal 0.00 0
Deferred Interest 0.00
Liquidations 0.00 0
Repurchases 0.00 0
--------------------------------------------------------------------------------
Ending Pool 0.00 0
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
NON-P&I SERVICING ADVANCE SUMMARY
--------------------------------------------------------------------------------
Amount
--------------------------------------------------------------------------------
Prior Outstanding 0.00
Plus Current Period 0.00
Less Recovered 0.00
Less Non Recovered 0.00
Ending Outstanding 0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SERVICING FEE SUMMARY
--------------------------------------------------------------------------------
Current Servicing Fees 0.00
Plus Fees Advanced for PPIS 0.00
Less Reduction for PPIS 0.00
Plus Delinquent Servicing Fees 0.00
--------------------------------------------------------------------------------
Total Servicing Fees 0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CUMULATIVE PREPAYMENT CONSIDERATION RECEIVED
--------------------------------------------------------------------------------
Prepayment Premiums 0.00
Yield Maintenance 0.00
Other Interest 0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
PPIS SUMMARY
--------------------------------------------------------------------------------
Gross PPIS 0.00
Reduced by PPIE 0.00
Reduced by Shortfalls in Fees 0.00
Reduced by Other Amounts 0.00
--------------------------------------------------------------------------------
PPIS Reducing Scheduled Interest 0.00
--------------------------------------------------------------------------------
PPIS Reducing Servicing Fee 0.00
--------------------------------------------------------------------------------
PPIS Due Certificate 0.00
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
ADVANCE SUMMARY (ADVANCE MADE BY SERVICER)
--------------------------------------------------------------------------------
Principal Interest
--------------------------------------------------------------------------------
Prior Outstanding 0.00 0.00
Plus Current Period 0.00 0.00
Less Recovered 0.00 0.00
Less Non Recovered 0.00 0.00
Ending Outstanding 0.00 0.00
--------------------------------------------------------------------------------
Page 3 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
BOND INTEREST RECONCILIATION DETAIL
------------------------------------------------------------------------------------------------------------------------------------
Current Remaining Credit
Accrual Pass- Accrued Total Total Distributable Interest Period Outstanding Support
----------- Opening Through Certificate Interest Interest Certificate Payment Shortfall Interest --------------------
Class Method Days Balance Rate Interest Additions Deductions Interest Amount Recovery Shorfalls Original Current (1)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
(1) Determined as follows: (A) the ending balance of all the classes less (B)
the sum of (i) the ending balance of the class and (ii) the ending balance
of all classes which are not subordinate to the class divided by (A).
Page 4 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
BOND INTEREST RECONCILIATION DETAIL
--------------------------------------------------------------------------------------------------------------------------------
Additions Deductions
--------------------------------------------------- -----------------------------
Prior Interest Other
Prior Current Interest Accrual Interest Deferred & Interest Distributable Interest
Interest Interest Shortfall on Prior Prepayment Yield Proceeds Allocable Accretion Loss Certificate Payment
Class Due Date Due Date Due Shortfall Premiums Maintenance (1) PPIS Interest Expense Interest Amount
--------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------------------------------------
(1) Other Interest Proceeds are additional interest amounts specifically
allocated to the bond(s) and used in determining the Bondholder's
Distributable Interest.
Page 5 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
INTEREST ADJUSTMENTS SUMMARY
SHORTFALL ALLOCATED TO THE BONDS:
-----------------------------------------------------
Net Prepayment Int. Shortfalls Allocated to the Bonds 0.00
Special Servicing Fees 0.00
Workout Fees 0.00
Liquidation Fees 0.00
Legal Fees 0.00
Misc. Fees & Expenses Paid by/to Servicer 0.00
Interest Paid to Servicer on Outstanding Advances 0.00
ASER Interest Advance Reduction 0.00
Interest Not Advanced (Current Period) 0.00
Recoup of Prior Advances by Servicer 0.00
Servicing Fees Paid Servicer on Loans Not Advanced 0.00
Misc. Fees & Expenses Paid by Trust 0.00
Shortfall Due to Rate Modification 0.00
Other Interest Loss 0.00
----
Total Shortfall Allocated to the Bonds 0.00
====
EXCESS ALLOCATED TO THE BONDS:
-----------------------------------------------------
Other Interest Proceeds Due the Bonds 0.00
Prepayment Interest Excess Due the Bonds 0.00
Interest Income 0.00
Yield Maintenance Penalties Due the Bonds 0.00
Prepayment Penalties Due the Bonds 0.00
Recovered ASER Interest Due the Bonds 0.00
Recovered Interest Due the Bonds 0.00
ARD Excess Interest 0.00
----
Total Excess Allocated to the Bonds 0.00
====
AGGREGATE INTEREST ADJUSTMENT ALLOCATED TO THE BONDS
--------------------------------------------------------------------------------
Total Excess Allocated to the Bonds 0.00
Less Total Shortfall Allocated to the Bonds 0.00
----
Total Interest Adjustment to the Bonds 0.00
====
Page 6 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
RATING INFORMATION
-------------------------------------------------------------------
ORIGINAL RATINGS RATING CHANGE/CHANGE DATE(1)
--------------------- ----------------------------
CLASS CUSIP FITCH MOODY'S S&P Fitch Moody's S&P
----- ----- ----- ------- --- ----- ------- ---
-------------------------------------------------------------------
NR - Designates that the class was not rated by the rating agency.
(1) Changed ratings provided on this report are based on information provided by
the applicable rating agency via electronic transmission. It shall be understood
that this transmission will generally have been provided to LaSalle within 30
days of the payment date listed on this statement. Because ratings may have
changed during the 30 day window, or may not be being provided by the rating
agency in an electronic format and therefore not being updated on this report,
LaSalle recommends that investors obtain current rating information directly
from the rating agency.
Page 7 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL LOAN STATUS SUMMARY
------------------------------------------------------------------------------------------------------------------------------
Delinquency Aging Categories Special Event Categories (1)
----------------------------------------------------------------------------------------------------------------
Delinq 1 Delinq 2 Delinq 3+
Month Months Months Foreclosure REO Modifications Specially Serviced Bankruptcy
Distribution ----------------------------------------------------------------------------------------------------------------
Date # Balance # Balance # Balance # Balance # Balance # Balance # Balance # Balance
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
(1) Note: Modification, Specially Serviced & Bankruptcy Totals are Included in
the Appropriate Delinquency Aging Category
Page 8 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
DELINQUENT LOAN DETAIL
-----------------------------------------------------------------------------------------------------------------------------
Paid Outstanding Out. Property Special
Disclosure Thru Current P&I P&I Protection Loan Status Servicer Foreclosure Bankruptcy REO
Control # Date Advance Advances** Advances Code (1) Transfer Date Date Date Date
-----------------------------------------------------------------------------------------------------------------------------
TOTAL
-----------------------------------------------------------------------------------------------------------------------------
A. IN GRACE PERIOD 1. DELINQ. 1 MONTH 3. DELINQUENT 3 + MONTHS 5. NON PERFORMING MATURED BALLOON 9. REO
B. LATE PAYMENT BUT < 1 MONTH DELINQ. 2. DELINQ. 2 MONTHS 4. PERFORMING MATURED BALLOON 7. FORECLOSURE
** Outstanding P&I Advances include the current period P&I Advances and may
include Servicer and Trust Advances.
Page 9 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
ASSET-BACKED FACTS ~ 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY
------------------------------------------------------------------------------------------------------------------------------------
Appraisal Realized Remaining
Ending Pool (1) Payoffs (2) Penalties Reduct. (2) Liquidations (2) Losses (2) Term Curr Weighted Avg.
Distribution --------------- ------------ ----------- ------------ ---------------- ----------- --------- ------------------
Date # Balance # Balance # Amount # Balance # Balance # Amount Life Coupon Remit
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Page 10 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT
------------------------------------------------------------------------------------------------
Disclosure Payoff Initial Payoff Penalty Prepayment Maturity Property Geographic
Control # Period Balance Type Amount Amount Date Date Type Location
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
CURRENT
CUMULATIVE
Page 11 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
MORTGAGE LOAN CHARACTERISTICS
DISTRIBUTION OF PRINCIPAL BALANCES
--------------------------------------------------------------------------
Weighted Average
Current Scheduled # of Scheduled % of ------------------------
Balance Loans Balance Balance Term Coupon PFY DSCR
--------------------------------------------------------------------------
0 0 0.00%
--------------------------------------------------------------------------
Average Schedule Balance 0
Maximum Schedule Balance (9,999,999,999)
Minimum Schedule Balance 9,999,999,999
DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)
--------------------------------------------------------------------------
Weighted Average
Fully Amortizing # of Scheduled % of ------------------------
Mortgage Loans Loans Balance Balance Term Coupon PFY DSCR
--------------------------------------------------------------------------
0 0 0.00%
--------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGE INTEREST RATES
--------------------------------------------------------------------------
Weighted Average
Current Mortgage # of Scheduled % of ------------------------
Interest Rate Loans Balance Balance Term Coupon PFY DSCR
--------------------------------------------------------------------------
0 0 0.00%
--------------------------------------------------------------------------
Minimum Mortgage Interest Rate ,900.000%
Maximum Mortgage Interest Rate ,900.000%
DISTRIBUTION OF REMAINING TERM (BALLOON)
--------------------------------------------------------------------------
Weighted Average
Balloon # of Scheduled % of ------------------------
Mortgage Loans Loans Balance Balance Term Coupon PFY DSCR
--------------------------------------------------------------------------
0 0 0.00%
--------------------------------------------------------------------------
Page 12 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
MORTGAGE LOAN CHARACTERISTICS
DISTRIBUTION OF DSCR (PFY)
--------------------------------------------------------------------
Debt Service # of Scheduled % of
Coverage Ratio Loans Balance Balance WAMM WAC PFY DSCR
--------------------------------------------------------------------
0 0 0.00%
--------------------------------------------------------------------
Maximum DSCR 0.000
Minimum DSCR 0.000
DISTRIBUTION OF DSCR (CUTOFF)
--------------------------------------------------------------------
Debt Service # of Scheduled % of
Coverage Ratio Loans Balance Balance WAMM WAC PFY DSCR
--------------------------------------------------------------------
0 0 0.00%
--------------------------------------------------------------------
Maximum DSCR 0.000
Minimum DSCR 0.000
GEOGRAPHIC DISTRIBUTION
----------------------------------------------------------------
Geographic # of Scheduled % of
Location Loans Balance Balance WAMM WAC PFY DSCR
----------------------------------------------------------------
0 0 0.00%
----------------------------------------------------------------
Page 13 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
MORTGAGE LOAN CHARACTERISTICS
DISTRIBUTION OF PROPERTY TYPES
-------------------------------------------------------------------
# of Scheduled % of
Property Types Loans Balance Balance WAMM WAC PFY DSCR
-------------------------------------------------------------------
0 0 0.00%
-------------------------------------------------------------------
DISTRIBUTION OF AMORTIZATION TYPE
-----------------------------------------------------------------------
# of Scheduled % of
Amortization Type Loans Balance Balance WAMM WAC PFY DSCR
-----------------------------------------------------------------------
0 0 0.00%
-----------------------------------------------------------------------
DISTRIBUTION OF LOAN SEASONING
----------------------------------------------------------------------
# of Scheduled % of
Number of Months Loans Balance Balance WAMM WAC PFY DSCR
----------------------------------------------------------------------
0 0 0.00%
----------------------------------------------------------------------
DISTRIBUTION OF YEAR LOANS MATURING
---------------------------------------------------------------------
# of Scheduled % of
Year Loans Balance Balance WAMM WAC PFY DSCR
---------------------------------------------------------------------
2006 0 0 0.00% 0 0.00% 0.00
2007 0 0 0.00% 0 0.00% 0.00
2008 0 0 0.00% 0 0.00% 0.00
2009 0 0 0.00% 0 0.00% 0.00
2010 0 0 0.00% 0 0.00% 0.00
2011 0 0 0.00% 0 0.00% 0.00
2012 0 0 0.00% 0 0.00% 0.00
2013 0 0 0.00% 0 0.00% 0.00
2014 0 0 0.00% 0 0.00% 0.00
2015 0 0 0.00% 0 0.00% 0.00
2016 0 0 0.00% 0 0.00% 0.00
2017 & Greater 0 0 0.00% 0 0.00% 0.00
---------------------------------------------------------------------
0 0 0.00%
---------------------------------------------------------------------
Page 14 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
LOAN LEVEL DETAIL
-----------------------------------------------------------------------------------------------------------------------------
Operating Ending Loan
Disclosure Property Maturity PFY Statement Geo. Principal Note Scheduled Prepayment Prepayment Status
Control # Group Type Date DSCR Date Location Balance Rate P&I Amount Date Code (1)
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
* NOI and DSCR, if available and reportable under the terms of the trust agreement, are based on information obtained from
the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology used to
determine such figures.
(1) Legend: A. In Grace Period 1. Delinquent 1 month 3. Delinquent 3+ months 5. Non Performing Matured Ballon 9. REO
B. Late Payment but 2. Delinquent 2 months 4. Performing Matured 7. Foreclosure
< 1 month delinq Balloon
--------------------------------------------------------------------------------------------------------------------------------
Page 15 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
APPRAISAL REDUCTION DETAIL
------------------------------------------------------------------------------------------------------------------------------------
Current Remaining Term Appraisal
Disclosure Appraisal Scheduled AR P&I Note Maturity -------------- Property Geographic -----------
Control# Red. Date Balance Amount Advance ASER Rate Date Life Type Location DSCR Value Date
---------- --------- --------- ------ ------- -------- ---- -------- ------ ------ -------- ---------- ---- ----- ----
------------------------------------------------------------------------------------------------------------------------------------
Page 16 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
SPECIALLY SERVICED (PART I) ~ LOAN DETAIL (END OF PERIOD)
--------------------------------------------------------------------------------------------------------------------------------
Loan Balance Remaining
Disclosure Servicing Status ---------------- Note Maturity --------- Property Geo. NOI
Control # Xfer Date Code(1) Schedule Actual Rate Date Life Type Location NOI DSCR Date
---------- --------- ------- -------- ------ ---- -------- ---- --- -------- -------- --------- --------- ---------
Not Avail Not Avail Not Avail
--------------------------------------------------------------------------------------------------------------------------------
(1) Legend: A. P&I Adv - in 1. P&I Adv - delinquent 3. P&I Adv - delinquent 5. Non Performing Mat. 9. REO
Grace Period 1 month 3+ months Balloon
B. P&I Adv - < 2. P&I Adv - delinquent 4. Mat. Balloon/Assumed 7. Foreclosure
one month delinq 2 months P&I
Page 17 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
SPECIALLY SERVICED LOAN DETAIL (PART II) ~ SERVICER COMMENTS (END OF PERIOD)
Disclosure Resolution
Control # Strategy Comments
----------------------------------
----------------------------------
Page 18 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
MODIFIED LOAN DETAIL
Ending Cutoff Modified
Disclosure Principal Modification Maturity Maturity Modification
Control # Balance Date Date Date Description
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Modified Loan Detail includes loans whose terms, fees, penalties or payments
have been waived or extended.
Page 19 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
REALIZED LOSS DETAIL
----------------------------------------------------------------------------------------------------------------------------------
Beginning Gross Proceeds Aggregate Net Net Proceeds
Disclosure Appraisal Appraisal Scheduled Gross as a % of Liquidation Liquidation as a % of Realized
Period Control # Date Value Balance Proceeds Sched. Balance Expenses * Proceeds Sched. Balance Loss
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
CURRENT TOTAL
CUMULATIVE
* Aggregate liquidation expenses also include outstanding P&I advances and
unpaid servicing fees, unpaid trustee fees, etc.
Page 20 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
HISTORICAL COLLATERAL LEVEL REO REPORT
---------------------------------------------------------------------------------------------
Recent Appraisal
Disclosure REO Property Actual Scheduled Appraisal Appraisal Reduction
Control # Date City State Type Balance Balance Value Date Amount
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
-------------------------------------------------------------
Other
Date Liquidation Liquidation Revenue Realized Type
Liquidated Proceeds Expenses Recovered Loss (*)
--------------------------------------------------------------
--------------------------------------------------------------
(*) Legend: (1) Paid in Full, (2) Final Recovery Made, (3) Permitted Purchase
(4) Final Recovery of REO, (5) Permitted purchase of REO
Page 21 of 22
[LaSalle Bank ABN AMRO LOGO] CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC. Statement Date: 17-Jul-06
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES Payment Date: 17-Jul-06
SERIES 2006-C4 Prior Payment: N/A
Next Payment: 16-Aug-06
Record Date: 30-Jun-06
ABN AMRO ACCT:
MATERIAL BREACHES AND MATERIAL DOCUMENT DEFECT DETAIL
Ending Material
Disclosure Principal Breach Material Breach and Material Document Defect
Control # Balance Date Description
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Material breaches of pool asset representation or warranties or transaction
covenants.
Page 22 of 22
ANNEX E
CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE
CLASS A-SB
DISTRIBUTION DATE PLANNED PRINCIPAL BALANCE
----------------- -------------------------
07/15/2006 $135,184,000.00
08/15/2006 $135,184,000.00
09/15/2006 $135,184,000.00
10/15/2006 $135,184,000.00
11/15/2006 $135,184,000.00
12/15/2006 $135,184,000.00
01/15/2007 $135,184,000.00
02/15/2007 $135,184,000.00
03/15/2007 $135,184,000.00
04/15/2007 $135,184,000.00
05/15/2007 $135,184,000.00
06/15/2007 $135,184,000.00
07/15/2007 $135,184,000.00
08/15/2007 $135,184,000.00
09/15/2007 $135,184,000.00
10/15/2007 $135,184,000.00
11/15/2007 $135,184,000.00
12/15/2007 $135,184,000.00
01/15/2008 $135,184,000.00
02/15/2008 $135,184,000.00
03/15/2008 $135,184,000.00
04/15/2008 $135,184,000.00
05/15/2008 $135,184,000.00
06/15/2008 $135,184,000.00
07/15/2008 $135,184,000.00
08/15/2008 $135,184,000.00
09/15/2008 $135,184,000.00
10/15/2008 $135,184,000.00
11/15/2008 $135,184,000.00
12/15/2008 $135,184,000.00
01/15/2009 $135,184,000.00
02/15/2009 $135,184,000.00
03/15/2009 $135,184,000.00
04/15/2009 $135,184,000.00
05/15/2009 $135,184,000.00
06/15/2009 $135,184,000.00
07/15/2009 $135,184,000.00
08/15/2009 $135,184,000.00
09/15/2009 $135,184,000.00
10/15/2009 $135,184,000.00
11/15/2009 $135,184,000.00
12/15/2009 $135,184,000.00
01/15/2010 $135,184,000.00
02/15/2010 $135,184,000.00
03/15/2010 $135,184,000.00
04/15/2010 $135,184,000.00
05/15/2010 $135,184,000.00
06/15/2010 $135,184,000.00
07/15/2010 $135,184,000.00
08/15/2010 $135,184,000.00
09/15/2010 $135,184,000.00
10/15/2010 $135,184,000.00
11/15/2010 $135,184,000.00
12/15/2010 $135,184,000.00
01/15/2011 $135,184,000.00
02/15/2011 $135,184,000.00
03/15/2011 $135,184,000.00
04/15/2011 $135,183,684.12
05/15/2011 $133,162,408.31
06/15/2011 $131,345,745.31
07/15/2011 $129,249,485.57
08/15/2011 $127,400,501.69
09/15/2011 $125,542,219.62
10/15/2011 $123,417,709.77
11/15/2011 $121,539,391.42
12/15/2011 $119,395,393.67
01/15/2012 $117,496,839.36
02/15/2012 $115,588,736.44
03/15/2012 $113,160,501.93
04/15/2012 $111,230,575.63
05/15/2012 $109,036,382.36
06/15/2012 $107,085,705.72
07/15/2012 $104,871,330.01
08/15/2012 $ 99,703,936.15
09/15/2012 $ 97,727,632.17
10/15/2012 $ 95,488,976.17
11/15/2012 $ 93,491,458.35
12/15/2012 $ 91,232,169.06
01/15/2013 $ 88,732,169.05
02/15/2013 $ 86,703,066.74
03/15/2013 $ 84,203,018.78
04/15/2013 $ 82,216,980.08
05/15/2013 $ 79,981,156.65
06/15/2013 $ 77,973,895.39
07/15/2013 $ 75,717,430.32
08/15/2013 $ 73,688,735.14
09/15/2013 $ 71,649,843.91
10/15/2013 $ 69,362,614.67
11/15/2013 $ 52,941,974.53
12/15/2013 $ 50,633,591.67
01/15/2014 $ 48,550,985.99
02/15/2014 $ 46,457,912.08
CLASS A-SB
DISTRIBUTION DATE PLANNED PRINCIPAL BALANCE
----------------- -------------------------
03/15/2014 $43,645,315.50
04/15/2014 $41,527,566.39
05/15/2014 $39,163,637.67
06/15/2014 $37,023,354.07
07/15/2014 $34,637,507.66
08/15/2014 $32,474,465.09
09/15/2014 $30,300,548.05
10/15/2014 $27,881,988.78
11/15/2014 $25,684,977.72
12/15/2014 $23,243,956.53
01/15/2015 $21,023,621.37
02/15/2015 $18,792,122.39
03/15/2015 $15,853,865.26
04/15/2015 $13,596,357.30
05/15/2015 $11,096,494.97
06/15/2015 $ 4,809,946.95
07/15/2015 $ 2,295,971.34
08/15/2015 and $ 0.00
thereafter
ANNEX F
REFERENCE RATE SCHEDULE
F-1
[INTENTIONALLY LEFT BLANK]
ANNEX G
GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES
Except in limited circumstances, the globally offered Citigroup Commercial
Mortgage Trust 2006-C4, Commercial Mortgage Pass-Through Certificates, Series
2006-C4, Class A-1, Class A-2, Class A-SB, Class A-3, Class A-1A, Class A-M,
Class A-J, Class B, Class C and Class D, will be available only in book-entry
form.
The book-entry certificates will be tradable as home market instruments in
both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.
Secondary market trading between investors holding book-entry certificates
through Clearstream and Euroclear will be conducted in the ordinary way in
accordance with their normal rules and operating procedures and in accordance
with conventional Eurobond practice, which is seven calendar days' settlement.
Secondary market trading between investors holding book-entry certificates
through DTC will be conducted according to the rules and procedures applicable
to U.S. corporate debt obligations.
Secondary cross-market trading between member organizations of Clearstream
or Euroclear and DTC participants holding book-entry certificates will be
accomplished on a delivery against payment basis through the respective
depositaries of Clearstream and Euroclear, in that capacity, as DTC
participants.
As described under "U.S. Federal Income Tax Documentation Requirements"
below, non-U.S. holders of book-entry certificates will be subject to U.S.
withholding taxes unless those holders meet specific requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations of their
participants.
INITIAL SETTLEMENT
All certificates of each class of offered certificates will be held in
registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors'
interests in the book-entry certificates will be represented through financial
institutions acting on their behalf as direct and indirect DTC participants. As
a result, Clearstream and Euroclear will hold positions on behalf of their
member organizations through their respective depositaries, which in turn will
hold positions in accounts as DTC participants.
Investors' securities custody accounts will be credited with their holdings
against payment in same-day funds on the settlement date.
Investors electing to hold their book-entry certificates through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "lock up" or restricted period. Global securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.
SECONDARY MARKET TRADING
Since the purchaser determines the place of delivery, it is important to
establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.
Trading between DTC Participants. Secondary market trading between DTC
participants will be settled in same-day funds.
G-1
Trading between Clearstream and/or Euroclear Participants. Secondary market
trading between member organizations of Clearstream or Euroclear will be settled
using the procedures applicable to conventional Eurobonds in same-day funds.
Trading between DTC Seller and Clearstream or Euroclear Purchaser. When
book-entry certificates are to be transferred from the account of a DTC
participant to the account of a member organization of Clearstream or Euroclear,
the purchaser will send instructions to Clearstream or Euroclear through that
member organization at least one business day prior to settlement. Clearstream
or Euroclear, as the case may be, will instruct the respective depositary to
receive the book-entry certificates against payment. Payment will include
interest accrued on the book-entry certificates from and including the 1st day
of the interest accrual period coinciding with or commencing in, as applicable,
the calendar month in which the last coupon distribution date occurs (or, if no
coupon distribution date has occurred, from and including the first day of the
initial interest accrual period) to and excluding the settlement date. Payment
will then be made by the respective depositary to the DTC participant's account
against delivery of the book-entry certificates. After settlement has been
completed, the book-entry certificates will be credited to the respective
clearing system and by the clearing system, in accordance with its usual
procedures, to the account of the member organization of Clearstream or
Euroclear, as the case may be. The securities credit will appear the next day,
European time, and the cash debit will be back-valued to, and the interest on
the book-entry certificates will accrue from, the value date, which would be the
preceding day when settlement occurred in New York. If settlement is not
completed on the intended value date, which means the trade fails, the
Clearstream or Euroclear cash debit will be valued instead as of the actual
settlement date.
Member organizations of Clearstream and Euroclear will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the book-entry certificates are credited to their accounts one day later.
As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, member organizations of Clearstream or Euroclear can elect not
to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, the member organizations purchasing book-entry
certificates would incur overdraft charges for one day, assuming they cleared
the overdraft when the book-entry certificates were credited to their accounts.
However, interest on the book-entry certificates would accrue from the value
date. Therefore, in many cases the investment income on the book-entry
certificates earned during that one-day period may substantially reduce or
offset the amount of those overdraft charges, although this result will depend
on the cost of funds of the respective member organization of Clearstream or
Euroclear.
Since the settlement is taking place during New York business hours, DTC
participants can employ their usual procedures for sending book-entry
certificates to the respective depositary for the benefit of member
organizations of Clearstream or Euroclear. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently than a trade between two DTC
participants.
Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due to
time zone differences in their favor, member organizations of Clearstream or
Euroclear may employ their customary procedures for transactions in which
book-entry certificates are to be transferred by the respective clearing system,
through the respective depositary, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a member organization of
Clearstream or Euroclear at least one business day prior to settlement. In these
cases, Clearstream or Euroclear, as appropriate, will instruct the respective
depositary to deliver the book-entry certificates to the DTC participant's
account against payment. Payment will include interest accrued on the book-entry
certificates from and including the 1st day of the interest accrual period
coinciding with or commencing in, as applicable, the calendar month in which the
last coupon distribution date occurs (or, if no coupon distribution date has
occurred, from and including the first day of the initial interest accrual
period) to and excluding the settlement date. The payment will then be reflected
in the account of the member organization of Clearstream or
G-2
Euroclear the following day, and receipt of the cash proceeds in the account of
that member organization of Clearstream or Euroclear would be back-valued to the
value date, which would be the preceding day, when settlement occurred in New
York. Should the member organization of Clearstream or Euroclear have a line of
credit with its respective clearing system and elect to be in debit in
anticipation of receipt of the sale proceeds in its account, the back-valuation
will extinguish any overdraft charges incurred over the one-day period. If
settlement is not completed on the intended value date, which means the trade
fails, receipt of the cash proceeds in the account of the member organization of
Clearstream or Euroclear would be valued instead as of the actual settlement
date.
Finally, day traders that use Clearstream or Euroclear and that purchase
book-entry certificates from DTC participants for delivery to member
organizations of Clearstream or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:
o borrowing through Clearstream or Euroclear for one day, until the
purchase side of the day trade is reflected in their Clearstream or
Euroclear accounts, in accordance with the clearing system's customary
procedures;
o borrowing the book-entry certificates in the United States from a DTC
participant no later than one day prior to settlement, which would
allow sufficient time for the book-entry certificates to be reflected
in their Clearstream or Euroclear accounts in order to settle the sale
side of the trade; or
o staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC participant is at
least one day prior to the value date for the sale to the member
organization of Clearstream or Euroclear.
CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS
A holder that is not a "United States person" (a "U.S. person") within the
meaning of Section 7701(a)(30) of the Internal Revenue Code (a "non-U.S.
holder") holding a book-entry certificate through Clearstream, Euroclear or DTC
may be subject to U.S. withholding tax unless such holder provides certain
documentation to the issuer of such holder's book-entry certificate, the paying
agent or any other entity required to withhold tax (any of the foregoing, a
"U.S. withholding agent") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent
receives:
1. from a non-U.S. holder that is classified as a corporation for U.S.
federal income tax purposes or is an individual, and is eligible for
the benefits of the portfolio interest exemption or an exemption (or
reduced rate) based on a treaty, a duly completed and executed IRS
Form W-8BEN (or any successor form);
2. from a non-U.S. holder that is eligible for an exemption on the basis
that the holder's income from the certificate is effectively connected
to its U.S. trade or business, a duly completed and executed IRS Form
W-8ECI (or any successor form);
3. from a non-U.S. holder that is classified as a partnership for U.S.
federal income tax purposes, a duly completed and executed IRS Form
W-8IMY (or any successor form) with all supporting documentation (as
specified in the U.S. Treasury Regulations) required to substantiate
exemptions from withholding on behalf of its partners; certain
partnerships may enter into agreements with the IRS providing for
different documentation requirements and it is recommended that such
partnerships consult their tax advisors with respect to these
certification rules;
G-3
4. from a non-U.S. holder that is an intermediary (i.e., a person acting
as a custodian, a broker, nominee or otherwise as an agent for the
beneficial owner of a certificate):
(a) if the intermediary is a "qualified intermediary" within the
meaning of section 1.1441-1(e)(5)(ii) of the U.S. Treasury
Regulations (a "qualified intermediary"), a duly completed and
executed IRS Form W-8IMY (or any successor or substitute form):
(i) stating the name, permanent residence address and qualified
intermediary employer identification number of the
qualified intermediary and the country under the laws of
which the qualified intermediary is created, incorporated
or governed;
(ii) certifying that the qualified intermediary has provided, or
will provide, a withholding statement as required under
section 1.1441-1(e)(5)(v) of the U.S. Treasury Regulations;
(iii) certifying that, with respect to accounts it identifies on
its withholding statement, the qualified intermediary is
not acting for its own account but is acting as a qualified
intermediary; and
(iv) providing any other information, certifications, or
statements that may be required by the IRS Form W-8IMY or
accompanying instructions in addition to, or in lieu of,
the information and certifications described in section
1.1441-1(e)(3)(ii) or 1.1441-1(e)(5)(v) of the U.S.
Treasury Regulations; or
(b) if the intermediary is not a qualified intermediary (a
"nonqualified intermediary"), a duly completed and executed IRS
Form W-8IMY (or any successor or substitute form):
(i) stating the name and permanent residence address of the
nonqualified intermediary and the country under the laws of
which the nonqualified intermediary is created,
incorporated or governed;
(ii) certifying that the nonqualified intermediary is not acting
for its own account;
(iii) certifying that the nonqualified intermediary has provided,
or will provide, a withholding statement that is associated
with the appropriate IRS Forms W-8 and W-9 required to
substantiate exemptions from withholding on behalf of such
nonqualified intermediary's beneficial owners; and
(iv) providing any other information, certifications or
statements that may be required by the IRS Form W-8IMY or
accompanying instructions in addition to, or in lieu of,
the information, certifications, and statements described
in section 1.1441-1(e)(3)(iii) or (iv) of the U.S. Treasury
Regulations; or
5. from a non-U.S. holder that is a trust, depending on whether the
trust is classified for U.S. federal income tax purposes as the
beneficial owner of the certificate, either an IRS Form W-8BEN or
W-8IMY; any non-U.S. holder that is a trust should consult its
tax advisors to determine which of these forms it should provide.
All non-U.S. holders will be required to update the above-listed forms and
any supporting documentation in accordance with the requirements under the U.S.
Treasury Regulations. These forms generally remain in effect for a period
starting on the date the form is signed and ending on the last day of the third
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if
furnished with a taxpayer identification number, remains in effect until
G-4
the status of the beneficial owner changes, or a change in circumstances makes
any information on the form incorrect.
In addition, all holders, including holders that are U.S. persons, holding
book-entry certificates through Clearstream, Euroclear or DTC may be subject to
backup withholding unless the holder:
o provides the appropriate IRS Form W-8 (or any successor or substitute
form), duly completed and executed, if the holder is a non-U.S.
holder;
o provides a duly completed and executed IRS Form W-9, if the holder is
a U.S. person; or
o can be treated as an "exempt recipient" within the meaning of section
1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations (e.g., a
corporation or a financial institution such as a bank).
This summary does not deal with all of the aspects of U.S. federal income
tax withholding or backup withholding that may be relevant to investors that are
non-U.S. holders. Such holders are advised to consult their own tax advisors for
specific tax advice concerning their holding and disposing of book-entry
certificates.
G-5
The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is "CGCMT
2006-C4 Annex A.xls", a Microsoft Excel(1) spreadsheet. The file provides, in
electronic format, some of the statistical information that appears under the
caption "Description of the Mortgage Pool" in, and on Annexes A-1 and A-5 to,
this prospectus supplement. Capitalized terms used, but not otherwise defined,
in the spreadsheet file will have the respective meanings assigned to them in
this prospectus supplement. All the information contained in the spreadsheet
file is subject to the same limitations and qualifications contained in this
prospectus supplement. Prospective investors are strongly urged to read this
prospectus supplement and accompanying prospectus in its entirety prior to
accessing the spreadsheet file.
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(1) Microsoft Excel is a registered trademark of Microsoft Corporation.
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Important Notice About the Information
Contained in this Offering Prospectus and
the Accompanying Base Prospectus ..................................... 7
Important Notice Relating to Automatically
Generated Email Disclaimers .......................................... 7
Notice to Non-U.S. Investors ............................................ 8
European Economic Area .................................................. 8
Summary of Offering Prospectus .......................................... 9
Risk Factors ............................................................ 41
Capitalized Terms Used in this Offering
Prospectus ........................................................... 64
Forward-Looking Statements .............................................. 64
Description of the Mortgage Pool ........................................ 64
Transaction Participants ................................................ 106
Affiliations and Certain Relationships and
Related Transactions ................................................. 120
The Series 2006-C4 Pooling and Servicing
Agreement ............................................................ 120
Description of the Offered Certificates ................................. 164
Yield and Maturity Considerations ....................................... 196
Legal Proceedings ....................................................... 201
Use of Proceeds ......................................................... 202
Federal Income Tax Consequences ......................................... 202
ERISA Considerations .................................................... 205
Legal Investment ........................................................ 209
Method of Distribution .................................................. 210
Legal Matters ........................................................... 212
Ratings ................................................................. 212
Glossary ................................................................ 214
ANNEX A-1--Characteristics of the
Underlying Mortgage Loans and the
Mortgaged Real Properties ............................................ A-1-1
ANNEX A-2--Summary Characteristics of the
Underlying Mortgage Loans and the
Mortgaged Real Properties ............................................ A-2-1
ANNEX A-3--Summary Characteristics of the
Underlying Mortgage Loans in Loan Group
No. 1 and the Related Mortgaged Real
Properties ........................................................... A-3-1
ANNEX A-4--Summary Characteristics of the
Underlying Mortgage Loans in Loan Group
No. 2 and the Related Mortgaged Real
Properties ........................................................... A-4-1
ANNEX A-5--Characteristics of the
Multifamily and Manufactured Housing
Mortgaged Real Properties ............................................ A-5-1
ANNEX B--Description of Ten Largest
Mortgage Loans and/or Groups of
Cross-Collateralized Mortgage Loans .................................. B-1
ANNEX C--Decrement Tables ............................................... C-1
ANNEX D--Form of Distribution Date
Statement ............................................................ D-1
ANNEX E--Class A-SB Planned Principal
Balance Schedule ..................................................... E-1
ANNEX F--Reference Rate Schedule ........................................ F-1
ANNEX G--Global Clearance, Settlement
and Tax Documentation Procedures ..................................... F-1
UNTIL , ALL DEALERS THAT EFFECT TRANSACTIONS IN THE OFFERED CERTIFICATES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER THIS
OFFERING PROSPECTUS AND THE ACCOMPANYING BASE PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER THIS
OFFERING PROSPECTUS AND THE ACCOMPANYING BASE PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
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$2,082,453,000
(APPROXIMATE)
CITIGROUP COMMERCIAL
MORTGAGE TRUST 2006-C4
COMMERCIAL MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 2006-C4
CLASS A-1, CLASS A-2,
CLASS A-SB, CLASS A-3,
CLASS A-1A, CLASS A-M,
CLASS A-J, CLASS B,
CLASS C AND CLASS D
OFFERING PROSPECTUS
CITIGROUP
BARCLAYS CAPITAL
PNC CAPITAL MARKETS LLC
BANC OF AMERICA SECURITIES LLC
DEUTSCHE BANK SECURITIES
JUNE 12, 2006
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