FWP 1 dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus

LOGO

 


IQ16

 


$2,271,351,000

(Approximate)

Morgan Stanley Capital I Inc.

as Depositor

Morgan Stanley Mortgage Capital Holdings LLC

General Electric Capital Corporation

Principal Commercial Funding II, LLC

Royal Bank of Canada

NCB, FSB

Nationwide Life Insurance Company

as Sponsors and Mortgage Loan Sellers

National City Bank

as Mortgage Loan Seller

 


Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 


November 2, 2007

MORGAN STANLEY

 

RBS GREENWICH CAPITAL   MERRILL LYNCH & CO.   RBC CAPITAL MARKETS

 


STATEMENT REGARDING THIS FREE WRITING PROSPECTUS

The depositor has filed a registration statement (including a prospectus) with the SEC (SEC File Number 333-143623) 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, issuing trust 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 or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-718-1649.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. 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.



$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

Transaction Features

 

 

Sellers:

 

Sellers

   No. of
Loans
   Cut-off Date
Balance ($)
   % of
Pool
 

Morgan Stanley Mortgage Capital Holdings LLC

   119      1,260,267,256    48.5  

General Electric Capital Corporation

   39      728,005,936    28.0  

Principal Commercial Funding II, LLC

   17      256,993,544    9.9  

Royal Bank of Canada

   15      165,728,100    6.4  

NCB, FSB

   31      78,111,239    3.0  

Nationwide Life Insurance Company

   8      75,000,000    2.9  

National City Bank

   5      31,724,706    1.2  

Total:

   234    $ 2,595,830,782    100.0 %

 

 

Loan Pool:

 

   

Average Cut-off Date Balance: $11,093,294

 

   

Largest Mortgage Loan by Cut-off Date Balance: $210,000,000

 

   

Five largest and ten largest loans: 24.2% and 36.7% of pool, respectively

 

 

Property Types:

LOGO

 

 

Credit Statistics:

 

   

Weighted average debt service coverage ratio of 1.30x

 

   

Weighted average current loan-to-value ratio of 68.2%; weighted average balloon loan-to-value ratio of 64.3%

 

 

Call Protection:

 

   

170 loans (73.7% of the pool) have a lockout period ranging from 24 to 42 payments from origination, then defeasance provisions

 

   

38 loans (7.9% of the pool) have a lockout period ranging from 11 to 60 payments from origination, then permit a prepayment with the greater of yield maintenance and 1.0%

 

   

7 loans (6.5% of the pool) have no lockout period and permit a prepayment with the greater of yield maintenance and 1.0%

 

   

2 loans (5.1% of the pool) have a lockout period ranging from 5 to 12 payments from origination, then permit a prepayment with the greater of yield maintenance and 1.0%, then permit defeasance or a prepayment with the greater of yield maintenance and 1.0%

 

   

1 loan (3.5% of the pool) has a lockout period of 11 periods then permits a prepayment with the greater of yield maintenance and 3.0%, followed by defeasance

 

   

10 loans (2.1% of the pool) have a lockout period ranging from 26 to 29 payments from origination, then permit defeasance or a prepayment with the greater of yield maintenance and 1.0%

 

   

1 loan (0.6% of the pool) has no lockout period and permits a prepayment with the greater of yield maintenance and 1.0%, then permits defeasance or a prepayment with the greater of yield maintenance and 1.0%

 

   

2 loans (0.3% of the pool) have a lockout period ranging from 24 to 27 payments from origination, then permit a prepayment with yield maintenance

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-2


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

   

1 loan (0.2% of the pool) has a lockout period of 47 payments from origination, then permits a prepayment with the greater of yield maintenance and 2.0%

 

   

1 loan (0.1% of the pool) has no lockout period and permits a prepayment with the greater of yield maintenance and 1.0%, then permits a prepayment with an amount equal to 3.0% of the outstanding balance, then an amount equal to 2.0% of the outstanding balance and followed by an amount equal to 1.0% of the outstanding balance

 

   

1 loan (less than 0.1% of the pool) has a lockout period of 102 payments from origination, then permits a prepayment with an amount equal to 2.0% of the outstanding balance

 

 

Collateral Information Updates: Updated loan information is expected to be part of the monthly certificateholder reports available from the Paying Agent in addition to detailed payment and delinquency information. Information provided by the Paying Agent is expected to be available at http://www.ctslink.com. Updated annual property operating and occupancy information, to the extent delivered by borrowers, is expected to be available to Certificateholders from the Master Servicers through the Paying Agent’s website at http://www.ctslink.com.

 

 

Bond Information: Cash flows are expected to be modeled by TREPP and INTEX and are expected to be available on BLOOMBERG. Bloomberg Ticker: MSC 2007-IQ16 <MTGE> <GO>

 

 

Lehman Aggregate Bond Index: It is expected that this transaction will be included in the Lehman Aggregate Bond Index.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-3


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

Offered Certificates

 

Class

   Approximate Initial
Certificate
Balance(1)(2)
   Approximate
Credit
Support(3)
   

Ratings
(Fitch/S&P/DBRS)

   Average
Life(4)(5)
   Principal
Window(4)(6)
  

Expected
Final
Distribution Date(4)

   Approximate
Initial
Pass-Through
Rate(7)
   Certificate
Principal
to Value
Ratio(8)
 

A-1

   $ 51,900,000    30.000 %   AAA/AAA/AAA    3.39    1 – 56    07/12/2012    %    47.77 %

A-1A

   $ 314,528,000    30.000 %   AAA/AAA/AAA    7.46    1 – 118    09/12/2017    %    47.77 %

A-2

   $ 91,100,000    30.000 %   AAA/AAA/AAA    4.72    56 – 58    09/12/2012    %    47.77 %

A-3

   $ 83,000,000    30.000 %   AAA/AAA/AAA    7.10    58 – 109    12/12/2016    %    47.77 %

A-4

   $ 1,276,553,000    30.000 %   AAA/AAA/AAA    9.68    109 – 119    10/12/2017    %    47.77 %

A-M

   $ 214,651,000    20.000 %   AAA/AAA/AAA    9.90    119 – 120    11/12/2017    %    54.60 %

A-MA

   $ 44,932,000    20.000 %   AAA/AAA/AAA    9.79    118 – 120    11/12/2017    %    54.60 %

A-J

   $ 160,988,000    12.500 %   AAA/AAA/AAA    9.95    120 – 120    11/12/2017    %    59.72 %

A-JA

   $ 33,699,000    12.500 %   AAA/AAA/AAA    9.95    120 – 120    11/12/2017    %    59.72 %

Private Certificates(9)

 

Class

   Approximate
Initial Certificate
Balance or
Notional Amount(1)
   Approximate
Credit
Support
   

Ratings
(Fitch/S&P/DBRS)

   Average
Life(4)(5)
   Principal
Window(4)(6)
  

Expected
Final
Distribution Date(4)

   Approximate
Initial
Pass-Through
Rate(7)
   Certificate
Principal
to Value
Ratio(8)
 

X-1(10)

   $ 1,297,915,390    —       AAA/AAA/AAA    —      —      —      %    —    

X-2(10)

   $ 1,264,923,000    —       AAA/AAA/AAA    —      —      —      %    —    

X-W(10)

   $ 1,297,915,390    —       AAA/AAA/AAA    —      —      —      %    —    

B

   $ 19,469,000    11.750 %   AA+/AA+/AA (high)    9.95    120 – 120    11/12/2017    %    60.23 %

C

   $ 25,958,000    10.750 %   AA/AA/AA    9.95    120 – 120    11/12/2017    %    60.91 %

D

   $ 16,224,000    10.125 %   AA-/AA-/AA (low)    9.95    120 – 120    11/12/2017    %    61.34 %

E

   $ 38,938,000    8.625 %   A+/A+/A (high)    9.98    120 – 121    12/12/2017    %    62.36 %

F

   $ 12,979,000    8.125 %   A/A/A    10.04    121 – 121    12/12/2017    %    62.70 %

G

   $ 35,693,000    6.750 %   A-/A-/A (low)    10.04    121 – 121    12/12/2017    %    63.64 %

H

   $ 25,958,000    5.750 %   BBB+/BBB+/BBB (high)    10.04    121 – 121    12/12/2017    %    64.32 %

J

   $ 25,958,000    4.750 %   BBB/BBB/BBB    10.04    121 – 121    12/12/2017    %    65.01 %

K

   $ 32,448,000    3.500 %   BBB-/BBB-/BBB (low)    10.04    121 – 121    12/12/2017    %    65.86 %

L

   $ 9,735,000    3.125 %   BB+/BB+/BB (high)    10.04    121 – 121    12/12/2017    %    66.12 %

M

   $ 9,734,000    2.750 %   BB/BB/BB    10.04    121 – 121    12/12/2017    %    66.37 %

N

   $ 9,734,000    2.375 %   BB-/BB-/BB (low)    10.04    121 – 121    12/12/2017    %    66.63 %

O

   $ 16,224,000    1.750 %   NR/B+/NR    10.04    121 – 121    12/12/2017    %    67.05 %

P

   $ 6,490,000    1.500 %   NR/B/NR    10.04    121 – 121    12/12/2017    %    67.22 %

Q

   $ 9,734,000    1.125 %   NR/B-/NR    10.04    121 – 121    12/12/2017    %    67.48 %

S

   $ 29,203,781    —       NR/NR/NR    10.06    121 – 122    01/12/2018    %    68.25 %

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-4


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16


Notes:

  (1)    As of November 1, 2007. In the case of each such Class, subject to a permitted variance of plus or minus 5%. Mortgage loans may be removed from or added to the mortgage pool prior to the closing within such maximum permitted variance. Any reduction or increase in the number of mortgage loans within these parameters will result in consequential changes to the initial certificate balance of each class of offered certificates and to the other statistical data contained in the Free Writing Prospectus. No changes in the statistical data will be made in the final Free Writing Prospectus unless such changes are material.
  (2)   

For purposes of making distributions to the Class A-1, A-1A, A-2, A-3, A-4, A-M, A-MA, A-J and A-JA Certificates, the pool of mortgage loans will be deemed to consist of two distinct loan groups, Loan Group 1 and Loan Group 2. Loan Group 1 will consist of 199 mortgage loans, representing approximately 84.9% of the initial outstanding pool balance as of the cut-off date. Loan Group 2 will consist of 35 mortgage loans, representing approximately 15.1% of the initial outstanding pool balance as of the cut-off date. Generally, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-M and Class A-J Certificates will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 2 after the certificate principal balances of the Class A-1A, Class A-MA and Class A-JA Certificates have been reduced to zero and the Class A-1A, Class A-MA and Class A-JA Certificates will only be entitled to receive distributions of principal collected or advanced in respect of mortgage loans in loan group 1 after the principal balances of the Class A-4, Class A-M and Class A-J Certificates have been reduced to zero. However, on and after any distribution date on which the certificate principal balances of the Class A-M, Class A-MA, Class A-J and Class A-JA Certificates, and the Class B through Class S Certificates have been reduced to zero, distributions of principal collected or advanced in respect of the pool of mortgage loans will be distributed to the Class A-1, Class A-1A, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, without regard to loan group. On and after any distribution date on which the certificate principal balances of the Class A-J and Class A-JA Certificates, and the Class B through Class S Certificates have been reduced to zero, distributions of principal collected or advanced in respect of the pool of mortgage loans will be distributed first to the Class A-1, Class A-1A, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, and then to the Class A-M and Class A-MA Certificates, pro rata, without regard to loan group. On and after any distribution date on which the certificate principal balances of the Class B through Class S Certificates have been reduced to zero, distributions of principal collected or advanced in respect of the pool of mortgage loans will be distributed first to the Class A-1, Class A-1A, Class A-2, Class A-3 and Class A-4 Certificates, pro rata, second to the Class A-M and Class A-MA Certificates, pro rata, and third to the Class A-J and Class A-JA Certificates, pro rata, without regard to loan group.

So long as funds are sufficient on any distribution date to make distributions of all interest on that distribution date to the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class X-1, Class X-2 and Class X-W Certificates, interest distributions on the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates will be based upon amounts available relating to mortgage loans in loan group 1, interest distributions on the Class A-1A Certificates will be based upon amounts available relating to mortgage loans in loan group 2 and interest distributions on the Class X-1, Class X-2 and Class X-W Certificates will be based upon amounts available relating to all the mortgage loans in the mortgage pool. However, if on any distribution date, funds are insufficient to make distributions of all interest on that distribution date to the Class A-1, Class A-1A, Class A-2, Class A-3, Class A-4, Class X-1, Class X-2 and Class X-W Certificates, available funds will be allocated between these Classes pro rata in accordance with their interest entitlements for that distribution date, without regard to loan group.

So long as funds are sufficient on any distribution date to make distributions of all interest on that distribution date to the Class A-M and Class A-MA Certificates, interest distributions on the Class A-M Certificates will be based upon amounts available relating to mortgage loans in loan group 1, and interest distributions on the Class A-MA Certificates will be based upon amounts available relating to mortgage loans in loan group 2. However, if on any distribution date, funds are insufficient to make distributions of all interest on that distribution date to the Class A-M and Class A-MA Certificates, available funds will be allocated between these Classes pro rata in accordance with their interest entitlements for that distribution date, without regard to loan group. So long as funds are sufficient on any distribution date to make distributions of all interest on that distribution date to the Class A-J and Class A-JA Certificates, interest distributions on the Class A-J Certificates will be based upon amounts available relating to mortgage loans in loan group 1, and interest distributions on the Class A-JA Certificates will be based upon amounts available relating to mortgage loans in loan group 2. However, if on any distribution date, funds are insufficient to make distributions of all interest on that distribution date to the Class A-J and Class A-JA Certificates, available funds will be allocated between these Classes pro rata in accordance with their interest entitlements for that distribution date, without regard to loan group.

  (3)    The percentages indicated under the column “Approximate Credit Support” with respect to the Class A-1, A-1A, A-2, A-3 and A-4 Certificates represent the approximate credit support for the Class A-1, A-1A, A-2, A-3 and A-4 Certificates in the aggregate. The percentages indicated under the column “Approximate Credit Support” with respect to the Class A-M and A-MA Certificates represent the approximate credit support for the Class A-M and A-MA Certificates in the aggregate. The percentages indicated under the column “Approximate Credit Support” with respect to the Class A-J and A-JA Certificates represent the approximate credit support for the Class A-J and A-JA Certificates in the aggregate.
  (4)    Based on the Structuring Assumptions, assuming 0% CPR, described in the Free Writing Prospectus.
  (5)    Average life is expressed in terms of years.
  (6)    Principal window is the period (expressed in terms of months and commencing with the month of December 2007) during which distributions of principal are expected to be made to the holders of each designated class.
  (7)    The Class A-1, A1-A, A-2, A-3, A-4, A-M, A-MA, A-J, A-JA, B, C, D, E, F, G, H, J, K, L, M, N, O, P, Q and S Certificates will each accrue interest at either (i) a fixed rate, (ii) a fixed rate subject to a cap at the weighted average net mortgage rate or (iii) a rate equal to the weighted average net mortgage rate less a specified percentage, which percentage may be zero. The Class X-1, X-2 and X-W Certificates will accrue interest at a variable rate as defined in the Free Writing Prospectus.
  (8)    Certificate Principal to Value Ratio is calculated by dividing each Class’s Certificate Balance and all Classes (if any) that are senior to such Class by the quotient of the aggregate pool balance and the weighted average pool loan to value ratio. The Class A-1, A-1A, A-2, A-3 and A-4 Certificate Principal to Value Ratio is calculated based upon the aggregate of the Class A-1, A-1A, A-2, A-3 and A-4 Certificate Balances.
  (9)    Not offered pursuant to the prospectus and Free Writing Prospectus. Certificates to be offered privately pursuant to Rule 144A. Information provided herein regarding the characteristics of these certificates is provided only to enhance understanding of the offered certificates.
  (10)    The Class X-1, X-2 and X-W Notional Amounts are defined herein and in the Free Writing Prospectus.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-5


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

I. Issue Characteristics

 

Issue Type:

 

Public: Classes A-1, A-1A, A-2, A-3, A-4, A-M, A-MA, A-J and A-JA (the “Offered Certificates”).

 

Private (Rule 144A): Classes X-1, X-2, X-W, B, C, D, E, F, G, H, J, K, L, M, N, O, P, Q and S.

Securities Offered:

  $2,271,351,000 monthly pay, multi-class, sequential pay commercial mortgage REMIC Pass-Through Certificates, including nine principal and interest classes (A-1, A-1A, A-2, A-3, A-4, A-M, A-MA, A-J and A-JA).

Sellers:

  Morgan Stanley Mortgage Capital Holdings LLC, General Electric Capital Corporation, Principal Commercial Funding II, LLC, Royal Bank of Canada, NCB, FSB, Nationwide Life Insurance Company and National City Bank

Lead Bookrunning Manager:

  Morgan Stanley & Co. Incorporated

Co-Managers:

  Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated (except with respect to the Class A-4 Certificates) and RBC Capital Markets Corporation.

Master Servicers:

 

Capmark Finance Inc. will act as master servicer with respect to the mortgage loans sold to the trust by Morgan Stanley Mortgage Capital Holdings LLC, General Electric Capital Corporation, Principal Commercial Funding II, LLC and National City Bank.

 

Wells Fargo Bank, National Association will act as master servicer with respect to the mortgage loans sold to the trust by Royal Bank of Canada and Nationwide Life Insurance Company.

 

NCB, FSB, a federal savings bank, will act as master servicer with respect to the mortgage loans sold to the trust by NCB, FSB.

Primary Servicers:

 

Principal Global Investors, LLC will act as primary servicer with respect to those mortgage loans sold to the trust by Principal Commercial Funding II, LLC.

 

Nationwide Life Insurance Company will act as primary servicer with respect to those mortgage loans sold to the trust by Nationwide Life Insurance Company.

 

Capstone Realty Advisors, LLC will act as primary servicer with respect to those mortgage loans sold to the trust by National City Bank.

Special Servicers:

 

Centerline Servicing Inc. will act as special servicer with respect to all of the mortgage loans in the trust other than the Non-Trust Serviced Pari Passu Loans, related subordinate notes, and other than residential cooperative mortgage loans sold to the trust by NCB, FSB.

 

National Consumer Cooperative Bank will act as special servicer with respect to the residential cooperative mortgage loans sold to the trust by NCB, FSB.

Trustee and Custodian:

  LaSalle Bank National Association

Paying Agent:

  Wells Fargo Bank, National Association

Cut-Off Date:

  November 1, 2007. For purposes of the information contained in this term sheet, scheduled payments due in November 2007 with respect to mortgage loans not having payment dates on the first day of each month have been deemed received on November 1, 2007, not the actual day on which such scheduled payments were due.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-6


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

Expected Closing Date:

  On or about November 29, 2007

Determination Date:

  The 8th day of each month (or if the 8th is not a business day, the next succeeding business day), commencing December 10, 2007

Distribution Date:

  The 4th business day after the related determination date, commencing December 14, 2007

Minimum Denominations:

  $25,000 for the Class A-1, A-1A, A-2, A-3, A-4, A-M, A-MA, A-J and A-JA Certificates and in multiples of $1 thereafter.

Settlement Terms:

  DTC, Euroclear and Clearstream, same day funds, with accrued interest.

Legal/Regulatory Status:

  The Offered Certificates are expected to be eligible for exemptive relief under ERISA. No Class of Certificates is SMMEA eligible.

Risk Factors:

  THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE “RISK FACTORS” SECTION OF THE FREE WRITING PROSPECTUS AND THE “RISK FACTORS” SECTION OF THE PROSPECTUS

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-7


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

II. Class X Characteristics

The Class A-1, A-1A, A-2, A-3, A-4, A-M, A-MA, A-J, A-JA, B, C, D, E, F, G, H, J, K, L, M, N, O, P, Q and S Certificates will each accrue interest at either (i) a fixed rate, (ii) a fixed rate subject to a cap at the weighted average net mortgage rate or (iii) a rate equal to the weighted average net mortgage rate less a specified percentage, which percentage may be zero. The Class X-1, X-2 and X-W Certificates will accrue interest at a variable rate as defined in the Free Writing Prospectus.

LOGO

 

Class X-1, X-2 and X-W

Notional Balances:

 

The notional amount of the Class X-1 Certificates will be equal to 50% of the aggregate of the certificate balances of the classes of certificates with principal balances outstanding from time to time.

 

The notional amount of the Class X-W Certificates will be equal to 50% of the aggregate of the certificate balances of the classes of certificates with principal balances outstanding from time to time.

 

The notional amount of the Class X-2 Certificates will equal:

 

•        during the period from the closing date through and including the distribution date occurring in November 2008, the sum of (a) the lesser of $23,988,000 and 50% of the certificate balance of the Class A-1 Certificates outstanding from time to time, (b) the lesser of $157,059,500 and 50% of the certificate balance of the Class A-1A Certificates and (c) 50% of the aggregate of the certificate balances of the Class A-2, A-3, A-4, A-M, A-MA, A-J, A-JA, B, C, D, E, F, G, H, J, K, L, M and N Certificates outstanding from time to time;

 

•        during the period following the distribution date occurring in November 2008 through and including the distribution date occurring in November 2009, the sum of (a) the lesser of $149,661,000 and 50% of the certificate balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $27,789,000 and 50% of the certificate balance of the Class A-2 Certificates outstanding from time to time and (c) 50% of the aggregate of the certificate balances of the Class A-3, A-4, A-M, A-MA, A-J, A-JA, B, C, D, E, F, G, H, J, K, L, M and N Certificates outstanding from time to time;

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-8


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

 

•        during the period following the distribution date occurring in November 2009 through and including the distribution date occurring in November 2010, the sum of (a) the lesser of $141,812,000 and 50% of the certificate balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $25,673,000 and 50% of the certificate balance of the Class A-3 Certificates outstanding from time to time, (c) 50% of the aggregate of the certificate balances of the Class A-4, A-M, A-MA, A-J, A-JA, B, C, D, E, F, G, H and J Certificates outstanding from time to time and (d) the lesser of $10,935,000 and 50% of the certificate balance of the Class K Certificates outstanding from time to time;

 

•        during the period following the distribution date occurring in November 2010 through and including the distribution date occurring in November 2011, the sum of (a) the lesser of $134,112,000 and 50% of the certificate balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $621,968,000 and 50% of the certificate balance of the Class A-4 Certificates outstanding from time to time, (c) 50% of the aggregate of the certificate balances of the Class A-M, A-MA, A-J, A-JA, B, C, D, E, F and G Certificates outstanding from time to time and (d) the lesser of $12,814,000 and 50% of the certificate balance of the Class H Certificates outstanding from time to time;

 

•        during the period following the distribution date occurring in November 2011 through and including the distribution date occurring in November 2012, the sum of (a) the lesser of $86,180,000 and 50% of the certificate balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $537,713,000 and 50% of the certificate balance of the Class A-4 Certificates outstanding from time to time, (c) 50% of the aggregate of the certificate balances of the Class A-M, A-MA, A-J, A-JA, B, C, D, E and F Certificates outstanding from time to time and (d) the lesser of $8,550,500 and 50% of the certificate balance of the Class G Certificates outstanding from time to time;

 

•        during the period following the distribution date occurring in November 2012 through and including the distribution date occurring in November 2013, the sum of (a) the lesser of $80,758,000 and 50% of the certificate balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $500,403,000 and 50% of the certificate balance of the Class A-4 Certificates outstanding from time to time, (c) 50% of the aggregate of the certificate balances of the Class A-M, A-MA, A-J, A-JA, B, C and D Certificates outstanding from time to time and (d) the lesser of $15,153,500 and 50% of the certificate balance of the Class E Certificates outstanding from time to time;

 

•        during the period following the distribution date occurring in November 2013 through and including the distribution date occurring in November 2014, the sum of (a) the lesser of $67,406,500 and 50% of the certificate balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $464,203,000 and 50% of the certificate balance of the Class A-4 Certificates outstanding from time to time, (c) 50% of the aggregate of the certificate balances of the Class A-M, A-MA, A-J, A-JA, B and Certificates outstanding from time to time and (d) the lesser of $5,270,500 and 50% of the certificate balance of the Class D Certificates outstanding from time to time;

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-9


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

 

•        during the period following the distribution date occurring in November 2014 through and including the distribution date occurring in November 2015, the sum of (a) the lesser of $61,343,000 and 50% of the certificate balance of the Class A-1A Certificates outstanding from time to time, (b) the lesser of $418,650,000 and 50% of the certificate balance of the Class A-4 Certificates outstanding from time to time, (c) 50% of the aggregate of the certificate balances of the Class A-M, A-MA, A-J, A-JA and B Certificates outstanding from time to time and (d) the lesser of $1,653,500 and 50% of the certificate balance of the Class C Certificates outstanding from time to time; and

 

•        following the distribution date occurring in December 2015, $0

The foregoing terms and structural characteristics of the Certificates are in all respects subject to the more detailed description thereof in the Prospectus, Free Writing Prospectus and Pooling and Servicing Agreement.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-10


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

III. Loan Group 1 Mortgage Loans with Scheduled Balloon Payments to Designated Classes(1)(2)

 

Class A-1(3)
Loan
No.
  Mortgage
Loan Seller
 

Property Name

  State   Property Type   Cut-off Date
Balance ($)
  % of
Total
Pool
    Balloon
Balance ($)
  DSCR (x)     Cut-off
Date LTV (%)
    Maturity Date
LTV (%)
    Rem. IO
Term
  Rem.
Term to
Maturity
52   MSMCH   Ridgewood Commons   NJ   Multifamily     10,120,000   0.4       10,120,000   1.26     80.0     80.0     55   55
103   MSMCH   Walgreens-Brooklyn   NY   Other     5,640,000   0.2       5,448,850   0.92     72.3     69.9     20   56
117   MSMCH   Clermont Shopping Center   FL   Retail     4,984,185   0.2       4,710,192   1.35     66.9     63.2     0   56
    Total / Weighted Averages       $ 20,744,185   0.8 %   $ 20,279,042   1.19 x   74.8 %   73.2 %     56
Class A-2(3)
Loan
No.
  Mortgage
Loan Seller
 

Property Name

  State   Property Type   Cut-off Date
Balance ($)
  % of
Total
Pool
    Balloon
Balance ($)
  DSCR (x)     Cut-off
Date LTV (%)
    Maturity Date
LTV (%)
    Rem. IO
Term
  Rem.
Term to
Maturity
13   MSMCH   Amalfi Hotel   IL   Hospitality     37,000,000   1.4       37,000,000   1.50     69.2     69.2     57   57
25   MSMCH   Exeter Industrial Portfolio   Various   Industrial     21,900,000   0.8       21,168,483   1.25     70.2     67.8     22   58
27   MSMCH   Higuera/Hayden Buildings   CA   Office     20,170,000   0.8       20,170,000   1.20     69.8     69.8     57   57
72   MSMCH   Crestview Eastern Milestone Portfolio   Various   Retail     8,338,000   0.3       8,075,632   1.17     77.9     75.5     21   57
103   MSMCH   Walgreens - Brooklyn   NY   Other     5,640,000   0.2       5,448,850   0.92     72.3     69.9     20   56
117   MSMCH   Clermont Shopping Center   FL   Retail     4,984,185   0.2       4,710,192   1.35     66.9     63.2     0   56
    Total / Weighted Averages       $ 98,032,185   3.8 %   $ 96,573,157   1.31 x   70.3 %   69.3 %     57
Class A-3
Loan
No.
  Mortgage
Loan Seller
 

Property Name

  State   Property Type   Cut-off Date
Balance ($)
  % of
Total
Pool
    Balloon
Balance ($)
  DSCR (x)     Cut-off Date
LTV (%)
    Maturity Date
LTV (%)
    Rem. IO
Term
  Rem.
Term to
Maturity
130   MSMCH   Fifth South Plaza   UT   Retail     4,500,000   0.2       4,015,681   1.20     78.9     70.5     8   104
187   GECC   Enchanted Lakes MHC and RVResort   FL   Manufactured Housing     2,493,794   0.1       2,275,523   1.56     48.9     44.6     0   81
    Total / Weighted Averages       $ 6,993,794   0.3 %   $ 6,291,204   1.33 x   68.2 %   61.3 %     96

(1) This table identifies Mortgage Loans for which principal repayments are expected to result in principal distributions on the indicated Class of certificates
(2) Based on the Structuring Assumptions, assuming 0% CPR, described in the Free Writing Prospectus, dated November 2, 2007 accompanying the Prospectus dated June 22, 2007 (the “Free Writing Prospectus”).
(3) DSCRs reflect: (i) for any partial IO loan, the scheduled principal and interest payments after any applicable interest-only period and (ii) for all other loans, the scheduled payments as of the cut-off date.
(4) In period 56, $6,998,173 of the corresponding balloon balance and $1,058,511 of amortization of Walgreens – Brooklyn and Clermont Shopping Center will be allocated to the Class A-1 Certificates and $3,148,310 of the corresponding balloon balance will be allocated to the Class A-2 Certificates.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-11


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

IV. Collateral Description

Ten Largest Loans

LOGO Single Note/Multiple Properties

 

Loan
No.

  Mortgage
Loan
Seller
 

Property Name

 

City

  State   Property
Type
  Cut-off Date
Balance
  % of
Pool
    Rooms/
Units/SF
  Loan per
Rooms/Unit/SF
  DSCR     Cut-off
Date LTV
    Balloon
LTV
 

1

  GECC   West Town Mall   Knoxville   TN   Retail   $ 210,000,000   8.0 %   760,760   $ 276   1.40 x   62.7 %   62.7 %

2

  GECC   60 Wall Street   New York   NY   Office   $ 125,000,000   4.8 %   1,625,483   $ 569   1.31 x   74.0 %   74.0 %

3

  MSMCH   Easton Town Center   Columbus   OH   Retail   $ 110,000,000   4.2 %   1,301,992   $ 215   1.65 x   48.3 %   48.3 %

4

  PCF II   Hilton Daytona Beach   Daytona Beach   FL   Hospitality   $ 94,730,000   3.6 %   744   $ 127,325   1.15 x   63.0 %   59.4 %

5

  MSMCH   USFS Industrial Distribution Portfolio   Various   Various   Various   $ 89,754,338   3.5 %   9,042,097   $ 52   1.60 x   75.0 %   75.0 %

6

  MSMCH   Wyvernwood Garden Apartments   Los Angeles   CA   Multifamily   $ 86,000,000   3.3 %   1,187   $ 72,452   1.23 x   46.3 %   46.3 %

7

  GECC   Bangor Mall   Bangor   ME   Retail   $ 80,000,000   3.1 %   536,299   $ 149   1.62 x   62.5 %   62.5 %

8

  MSMCH   Milford Crossing   Milford   CT   Retail   $ 75,500,000   2.9 %   379,685   $ 199   1.05 x   75.5 %   71.8 %

9

  PCF II   Marriott Columbia   Columbia   SC   Hospitality   $ 41,300,000   1.6 %   300   $ 137,667   1.15 x   61.1 %   57.6 %

10

  RBC   Ashtabula Mall   Ashtabula   OH   Retail   $ 40,300,000   1.6 %   754,882   $ 53   1.41 x   69.7 %   63.6 %
    Total/Weighted Average         $ 952,584,338   36.7 %       1.38 x   63.5 %   62.4 %

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-12


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

Pari Passu Loans

 

Mortgage
Loan No.
  

Property Name

   A-Note Balances as of the Cut-off
Date
  

Transaction

  

Special Servicer

   Junior Note Balances  
2    60 Wall Street    $ 125,000,000    MSCI 2007-IQ16    Centerline Servicing Inc.      NAP  
      $ 285,000,000    COMM 2007-C9    LNR Partners, Inc. (1)   
      $ 130,000,000    CSCMT 2007-C5 (anticipated)    Centerline Servicing Inc.   
      $ 385,000,000    TBD    TBD   
3    Easton Town Center    $ 110,000,000    MSCI 2007-IQ16    Centerline Servicing Inc.    $ 125,000,000 (2)
      $ 170,000,000    BSCMSI 2007-TOP28    Centerline Servicing Inc. (1)   
5    USFS Industrial Distribution Portfolio    $ 89,754,335    COMM 2007-C9    LNR Partners, Inc. (1)      NAP  
      $ 67,709,413    GCCFC 2007-GG11    LNR Partners, Inc.   
      $ 67,709,413    JPMCC 2007-CIBC20    Centerline Servicing Inc.   
      $ 89,754,338    MSCI 2007-IQ16    Centerline Servicing Inc.   
      $ 157,463,751    TBD    TBD   

(1) Lead special servicer
(2) Comprises a B-note ($75,000,000) and a C-note ($50,000,000)

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-13


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

V. Total Pool Characteristics

Cut-off Date Balance ($)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

1 - 2,500,000

   50      88,676,312    3.4  

2,500,001 - 5,000,000

   70      261,834,477    10.1  

5,000,001 - 7,500,000

   34      204,658,838    7.9  

7,500,001 - 10,000,000

   27      239,876,234    9.2  

10,000,001 - 12,500,000

   11      124,669,802    4.8  

12,500,001 - 15,000,000

   8      108,862,625    4.2  

15,000,001 - 17,500,000

   2      33,125,000    1.3  

17,500,001 - 20,000,000

   4      77,484,156    3.0  

20,000,001 - 30,000,000

   12      286,547,000    11.0  

30,000,001 - 40,000,000

   6      217,512,000    8.4  

40,000,001 - 50,000,000

   2      81,600,000    3.1  

70,000,001 >=

   8      870,984,338    33.6  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: $179,699

   Max: $210,000,000    Average: $11,093,294

State

 

     No. of
Mortgaged
Properties
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

California

   25      319,899,109    12.3  

New York

   29      272,499,986    10.5  

Ohio

   26      238,434,979    9.2  

Tennessee

   9      232,819,581    9.0  

Florida

   22      193,303,708    7.4  

Other

   210      1,338,873,418    51.6  

Total:

   321    $ 2,595,830,782    100.0 %

Property Type

 

     No. of
Mortgaged
Properties
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Retail

   95      937,874,979    36.1  

Office

   57      580,099,704    22.3  

Multifamily

   30      315,630,242    12.2  

Hospitality

   13      301,069,443    11.6  

Industrial

   66      255,486,381    9.8  

Manufactured Housing

   20      96,476,350    3.7  

Mixed Use

   9      45,958,091    1.8  

Self Storage

   26      39,880,591    1.5  

Other

   5      23,355,000    0.9  

Total:

   321    $ 2,595,830,782    100.0 %

Amortization Type

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Balloon

   72      327,154,633    12.6  

Fully Amortizing

   1      7,856,311    0.3  

Interest Only

   38      1,047,200,338    40.3  

Partial IO Balloon

   123      1,213,619,500    46.8  

Total:

   234    $ 2,595,830,782    100.0 %

Mortgage Rate (%)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

5.001 - 5.500

   1      24,004,000    0.9  

5.501 - 5.750

   28      249,327,750    9.6  

5.751 - 6.000

   34      299,683,170    11.5  

6.001 - 6.500

   128      1,578,494,401    60.8  

6.501 - 7.000

   41      435,869,763    16.8  

7.001 - 7.500

   1      8,272,000    0.3  

7.501 - 8.000

   1      179,699    0.0  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 5.480%

   Max: 7.800%    Wtd Avg: 6.186%

Original Terms to Stated Maturity (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

1 - 60

   12      211,173,185    8.1  

61 - 84

   3      27,193,794    1.0  

85 - 120

   213      2,034,813,803    78.4  

121 - 180

   6      322,650,000    12.4  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 60 mos.

   Max: 132 mos.    Wtd Avg: 115 mos.

Remaining Terms to Stated Maturity (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

1 - 60

   12      211,173,185    8.1  

61 - 84

   3      27,193,794    1.0  

85 - 120

   215      2,120,313,803    81.7  

121 - 180

   4      237,150,000    9.1  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 55 mos.

   Max: 122 mos.    Wtd Avg: 112 mos.

Original Amortization Term (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Interest Only

   38      1,047,200,338    40.3  

1 - 180

   1      7,856,311    0.3  

181 - 240

   1      1,938,325    0.1  

241 - 300

   13      54,897,469    2.1  

301 - 360

   177      1,447,049,526    55.7  

361 >=

   4      36,888,813    1.4  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 120 mos.

   Max: 480 mos.    Wtd Avg: 358 mos.

Remaining Amortization Term (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Interest Only

   38      1,047,200,338    40.3  

1 - 180

   1      7,856,311    0.3  

181 - 240

   1      1,938,325    0.1  

241 - 360

   190      1,501,946,996    57.9  

361 >=

   4      36,888,813    1.4  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 117 mos.

   Max: 479 mos.    Wtd Avg: 357 mos.

Cut-off Date Loan-to-Value Ratio (%)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

<= 10.0

   3      919,634    0.0  

10.1 - 20.0

   1      1,398,878    0.1  

30.1 - 40.0

   2      10,052,868    0.4  

40.1 - 50.0

   9      217,982,833    8.4  

50.1 - 60.0

   20      111,317,558    4.3  

60.1 - 70.0

   70      983,928,499    37.9  

70.1 - 75.0

   50      585,197,509    22.5  

75.1 - 80.0

   79      685,033,004    26.4  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 5.3%

   Max: 80.0%    Wtd Avg: 68.2%

Balloon Loan-to-Value Ratio (%)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

<= 10.0

   4      8,775,945    0.3  

10.1 - 20.0

   1      1,398,878    0.1  

30.1 - 40.0

   4      10,682,096    0.4  

40.1 - 50.0

   16      237,286,385    9.1  

50.1 - 55.0

   23      133,001,440    5.1  

55.1 - 60.0

   26      275,259,382    10.6  

60.1 - 65.0

   44      657,098,525    25.3  

65.1 - 70.0

   67      531,895,794    20.5  

70.1 - 75.0

   34      588,606,338    22.7  

75.1 - 80.0

   15      151,826,000    5.8  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 0.6%

   Max: 80.0%    Wtd Avg: 64.3%

Debt Service Coverage Ratio (x)(1)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

<= 1.00

   1      5,640,000    0.2  

1.01 - 1.10

   20      273,706,743    10.5  

1.11 - 1.20

   80      776,219,411    29.9  

1.21 - 1.30

   62      450,628,341    17.4  

1.31 - 1.40

   29      522,000,465    20.1  

1.41 - 1.50

   13      159,196,711    6.1  

1.51 - 1.60

   8      129,585,039    5.0  

1.61 - 1.70

   6      239,366,344    9.2  

1.71 - 1.80

   8      25,683,678    1.0  

2.01 - 2.50

   2      6,485,539    0.2  

2.51 - 3.00

   1      5,000,000    0.2  

3.01 >=

   4      2,318,511    0.1  

Total:

   234    $ 2,595,830,782    100.0 %

 

Min: 0.92x

   Max: 15.14x    Wtd Avg: 1.30x

(1) DSCRs reflect: (i) for any partial IO loan, the scheduled principal and interest payments after any applicable interest-only period and (ii) for all other loans, the scheduled payments as of the Cut-off Date.

All numerical information concerning the Mortgage Loans is approximate. All weighted average information regarding the Mortgage Loans reflects the weighting of the Mortgage Loans based upon their outstanding principal balances as of the Cut-off Date.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-14


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

V. Loan Group 1 Characteristics

Cut-off Date Balance ($)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

1 - 2,500,000

   46      80,908,567    3.7  

2,500,001 - 5,000,000

   59      222,484,826    10.1  

5,000,001 - 7,500,000

   29      173,369,443    7.9  

7,500,001 - 10,000,000

   25      221,433,737    10.1  

10,000,001 - 12,500,000

   6      64,794,802    2.9  

12,500,001 - 15,000,000

   6      81,362,625    3.7  

15,000,001 - 17,500,000

   2      33,125,000    1.5  

17,500,001 - 20,000,000

   4      77,484,156    3.5  

20,000,001 - 30,000,000

   7      163,612,000    7.4  

30,000,001 - 40,000,000

   6      217,512,000    9.9  

40,000,001 - 50,000,000

   2      81,600,000    3.7  

70,000,001 >=

   7      784,984,338    35.6  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: $179,699

   Max: $210,000,000    Average: $11,068,701

State

 

     No. of
Mortgaged
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

New York

   27      245,299,986    11.1  

Tennessee

   9      232,819,581    10.6  

Ohio

   24      230,186,556    10.5  

California

   21      196,399,109    8.9  

Florida

   18      170,868,708    7.8  

Other

   179      1,127,097,553    51.2  

Total:

   278    $ 2,202,671,494    100.0 %

Property Type

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Retail

   95      937,874,979    42.6  

Office

   57      580,099,704    26.3  

Hospitality

   13      301,069,443    13.7  

Industrial

   66      255,486,381    11.6  

Mixed Use

   9      45958091    2.1  

Self Storage

   26      39880591    1.8  

Other

   5      23,355,000    1.1  

Multifamily

   5      12,438,511    0.6  

Manufactured Housing

   2      6,508,794    0.3  

Total:

   278    $ 2,202,671,494    100.0 %

Amortization Type

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Partial IO Balloon

   104      1,004,144,500    45.6  

Interest Only

   30      896,614,338    40.7  

Balloon

   64      294,056,345    13.3  

Fully Amortizing

   1      7,856,311    0.4  

Total:

   199    $ 2,202,671,494    100.0 %

Mortgage Rate (%)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

5.001 - 5.500

   1      24,004,000    1.1  

5.501 - 5.750

   24      201,465,253    9.1  

5.751 - 6.000

   28      245,778,170    11.2  

6.001 - 6.500

   112      1,334,093,122    60.6  

6.501 - 7.000

   32      388,879,251    17.7  

7.001 - 7.500

   1      8,272,000    0.4  

7.501 - 8.000

   1      179,699    0.0  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 5.480%

   Max: 7.800%    Wtd Avg: 6.202%

Original Term to Stated Maturity (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

1 - 60

   7      108,152,185    4.9  

61 - 84

   1      2,493,794    0.1  

85 - 120

   185      1,769,375,515    80.3  

121 - 180

   6      322,650,000    14.6  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 60 mos.

   Max: 132 mos.    Wtd Avg: 117 mos.

Remaining Term to Stated Maturity (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

1 - 60

   7      108,152,185    4.9  

61 - 84

   1      2,493,794    0.1  

85 - 120

   187      1,854,875,515    84.2  

121 - 180

   4      237,150,000    10.8  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 55 mos.

   Max: 122 mos.    Wtd Avg: 115 mos.

Original Amortization Term (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Interest Only

   30      896,614,338    40.7  

1 - 180

   1      7,856,311    0.4  

181 - 240

   1      1,938,325    0.1  

241 - 300

   11      47,259,703    2.1  

301 - 360

   154      1,247,364,005    56.6  

361 >=

   2      1,638,813    0.1  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 120 mos.

   Max: 480 mos.    Wtd Avg: 356 mos.

Remaining Amortization Term (mos.)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

Interest Only

   30      896,614,338    40.7  

1 - 180

   1      7,856,311    0.4  

181 - 240

   1      1938325    0.1  

241 - 360

   165      1,294,623,708    58.8  

361 >=

   2      1,638,813    0.1  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 117 mos.

   Max: 479 mos.    Wtd Avg: 355 mos.

Cut-off Date Loan-to-Value Ratio (%)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

<= 10.0

   3      919,634    0.0  

10.1 - 20.0

   1      1,398,878    0.1  

30.1 - 40.0

   1      7,856,311    0.4  

40.1 - 50.0

   7      128,882,833    5.9  

50.1 - 60.0

   18      92,117,558    4.2  

60.1 - 70.0

   67      962,192,499    43.7  

70.1 - 75.0

   44      530,411,977    24.1  

75.1 - 80.0

   58      478,891,805    21.7  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 5.3%

   Max: 80.0%    Wtd Avg: 68.3%

Balloon Loan-to-Value Ratio (%)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

<= 10.0

   4      8,775,945    0.4  

10.1 - 20.0

   1      1,398,878    0.1  

30.1 - 40.0

   3      8,485,539    0.4  

40.1 - 50.0

   13      143,886,385    6.5  

50.1 - 55.0

   23      133,001,440    6.0  

55.1 - 60.0

   22      240,221,615    10.9  

60.1 - 65.0

   41      629,014,759    28.6  

65.1 - 70.0

   58      445,994,595    20.2  

70.1 - 75.0

   25      488,701,338    22.2  

75.1 - 80.0

   9      103,191,000    4.7  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 0.6%

   Max: 80.0%    Wtd Avg: 64.4%

Debt Service Coverage Ratio (x)(1)

 

     No. of
Mortgage
Loans
  

Aggregate

Cut-off Date
Balance ($)

   % of
Pool
 

<= 1.00

   1      5,640,000    0.3  

1.01 - 1.10

   16      242,371,743    11.0  

1.11 - 1.20

   65      652,091,331    29.6  

1.21 - 1.30

   52      252,928,689    11.5  

1.31 - 1.40

   28      510,200,465    23.2  

1.41 - 1.50

   11      143,496,711    6.5  

1.51 - 1.60

   8      129,585,039    5.9  

1.61 - 1.70

   6      239,366,344    10.9  

1.71 - 1.80

   5      13,187,121    0.6  

2.01 - 2.50

   2      6,485,539    0.3  

2.51 - 3.00

   1      5,000,000    0.2  

3.01 >=

   4      2,318,511    0.1  

Total:

   199    $ 2,202,671,494    100.0 %

 

Min: 0.92x

   Max: 15.14x    Wtd Avg: 1.32x

(1) DSCRs reflect: (i) for any partial IO loan, the scheduled principal and interest payments after any applicable interest-only period and (ii) for all other loans, the scheduled payments as of the Cut-off Date.

All numerical information concerning the Mortgage Loans is approximate. All weighted average information regarding the Mortgage Loans reflects the weighting of the Mortgage Loans based upon their outstanding principal balances as of the Cut-off Date.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-15


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

V. Loan Group 2 Characteristics

Cut-off Date Balance ($)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

1 - 2,500,000

   4    7,767,745    2.0  

2,500,001 - 5,000,000

   11    39,349,651    10.0  

5,000,001 - 7,500,000

   5    31,289,395    8.0  

7,500,001 - 10,000,000

   2    18,442,497    4.7  

10,000,001 - 12,500,000

   5    59,875,000    15.2  

12,500,001 - 15,000,000

   2    27,500,000    7.0  

20,000,001 - 30,000,000

   5    122,935,000    31.3  

70,000,001 >=

   1    86,000,000    21.9  

Total:

   35    393,159,288    100.0 %

 

Min: $1,372,766

   Max: $86,000,000    Average: $11,233,123

State

 

     No. of
Mortgaged
Properties
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

California

   4      123,500,000    31.4  

Indiana

   5      53,450,000    13.6  

Pennsylvania

   3      37,565,000    9.6  

Arkansas

   1      29,925,000    7.6  

New York

   2      27,200,000    6.9  

Other

   28      121,519,288    30.9  

Total:

   43    $ 393,159,288    100.0 %

Property Type

 

     No. of
Mortgage
Properties
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

Multifamily

   25      303,191,731    77.1  

Manufactured Housing

   18      89,967,557    22.9  

Total:

   43    $ 393,159,288    100.0 %

Amortization Type

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

Balloon

   8      33,098,288    8.4  

Interest Only

   8      150,586,000    38.3  

Partial IO Balloon

   19      209,475,000    53.3  

Total:

   35    $ 393,159,288    100.0 %

Mortgage Rate (%)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

5.501 - 5.750

   4      47,862,497    12.2  

5.751 - 6.000

   6      53,905,000    13.7  

6.001 - 6.500

   16      244,401,280    62.2  

6.501 - 7.000

   9      46,990,511    12.0  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 5.530%

   Max: 6.680%    Wtd Avg: 6.098%

Original Term to Stated Maturity (mos.)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

1 - 60

   5      103,021,000    26.2  

61 - 84

   2      24,700,000    6.3  

85 - 120

   28      265,438,288    67.5  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 60 mos.

   Max: 120 mos.    Wtd Avg: 102 mos.

Remaining Term to Stated Maturity (mos.)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

1 - 60

   5      103,021,000    26.2  

61 - 84

   2      24,700,000    6.3  

85 - 120

   28      265,438,288    67.5  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 55 mos.

   Max: 120 mos.    Wtd Avg: 98 mos.

Original Amortization Term (mos.)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

Interest Only

   8      150,586,000    38.3  

241 - 300

   2      7,637,767    1.9  

301 - 360

   23      199,685,521    50.8  

361 >=

   2      35,250,000    9.0  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 276 mos.

   Max: 420 mos.    Wtd Avg: 366 mos.

Remaining Amortization Term (mos.)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

Interest Only

   8      150,586,000    38.3  

241 - 360

   25      207,323,288    52.7  

361 >=

   2      35,250,000    9.0  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 276 mos.

   Max: 420 mos.    Wtd Avg: 366 mos.

Cut-off Date Loan-to-Value Ratio (%)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

30.1 - 40.0

   1      2,196,557    0.6  

40.1 - 50.0

   2      89,100,000    22.7  

50.1 - 60.0

   2      19,200,000    4.9  

60.1 - 70.0

   3      21,736,000    5.5  

70.1 - 75.0

   6      54,785,532    13.9  

75.1 - 80.0

   21      206,141,199    52.4  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 38.5%

   Max: 80.0%    Wtd Avg: 68.2%

Balloon Loan-to-Value Ratio (%)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

30.1 - 40.0

   1      2,196,557    0.6  

40.1 - 50.0

   3      93,400,000    23.8  

55.1 - 60.0

   4      35,037,767    8.9  

60.1 - 65.0

   3      28,083,766    7.1  

65.1 - 70.0

   9      85,901,198    21.8  

70.1 - 75.0

   9      99,905,000    25.4  

75.1 - 80.0

   6      48,635,000    12.4  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 33.4%

   Max: 79.5%    Wtd Avg: 63.9%

Debt Service Coverage Ratio (x)(1)

 

     No. of
Mortgage
Loans
   Aggregate
Cut-off Date
Balance ($)
   % of
Pool
 

1.01 - 1.10

   4      31,335,000    8.0  

1.11 - 1.20

   15      124,128,080    31.6  

1.21 - 1.30

   10      197,699,651    50.3  

1.31 - 1.40

   1      11,800,000    3.0  

1.41 - 1.50

   2      15,700,000    4.0  

1.71 - 1.80

   3      12,496,557    3.2  

Total:

   35    $ 393,159,288    100.0 %

 

Min: 1.01x

   Max: 1.77x    Wtd Avg: 1.22x

(1) DSCRs reflect: (i) for any partial IO loan, the scheduled principal and interest payments after any applicable interest-only period and (ii) for all other loans, the scheduled payments as of the Cut-off Date.

All numerical information concerning the Mortgage Loans is approximate. All weighted average information regarding the Mortgage Loans reflects the weighting of the Mortgage Loans based upon their outstanding principal balances as of the Cut-off Date.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-16


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

Prepayment Restriction Analysis: Total Pool

Percentage of Collateral by Prepayment Restriction (%) (1)(2)(3)

 

Prepayment Restrictions

   Nov-07     Nov-08     Nov-09     Nov-10     Nov-11  

Locked Out

     89.33 %     83.88 %     80.03 %     79.52 %     77.31 %

Yield Maintenance Total

     10.67 %     16.12 %     19.97 %     20.48 %     22.69 %

Penalty Points Total

     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %

Open

     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %

TOTALS

     100.00 %     100.00 %     100.00 %     100.00 %     100.00 %

Pool Balance Outstanding

   $ 2,595,830,782     $ 2,591,097,514     $ 2,585,140,856     $ 2,576,169,928     $ 2,563,820,641  

% Initial Pool Balance

     100.00 %     99.82 %     99.59 %     99.24 %     98.77 %

Percentage of Collateral by Prepayment Restriction (cont’d) (%) (1)(2)(3)

 

Prepayment Restrictions

   Nov-12     Nov-13     Nov-14     Nov-15     Nov-16  

Locked Out

     80.64 %     80.64 %     80.40 %     78.59 %     77.23 %

Yield Maintenance Total

     19.09 %     19.09 %     19.33 %     19.39 %     19.44 %

Penalty Points Total

     0.15 %     0.15 %     0.15 %     0.15 %     0.15 %

Open

     0.12 %     0.12 %     0.12 %     1.88 %     3.18 %

TOTALS

     100.00 %     100.00 %     100.00 %     100.00 %     100.00 %

Pool Balance Outstanding

   $ 2,340,037,823     $ 2,320,823,909     $ 2,273,586,531     $ 2,246,165,700     $ 2,218,647,472  

% Initial Pool Balance

     90.15 %     89.41 %     87.59 %     86.53 %     85.47 %
Percentage of Collateral by Prepayment Restriction (cont’d) (%) (1)(2)(3)  

Prepayment Restrictions

   Nov-17     Nov-18        

Locked Out

     0.00 %     0.00 %  

Yield Maintenance Total

     0.00 %     0.00 %  

Penalty Points Total

     0.00 %     0.00 %  

Open

     100.00 %     0.00 %  

TOTALS

     100.00 %     0.00 %  

Pool Balance Outstanding

   $ 236,417,301     $ 0    

% Initial Pool Balance

     9.11 %     0.00 %  

Notes:

 

(1) The above analysis is based on the Structuring Assumptions and a 0% CPR as discussed in the Free Writing Prospectus.
(2) See Appendix II of the Free Writing Prospectus for a description of the Yield Maintenance.
(3) Def/YM1 loans have been modeled as Yield Maintenance.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-17


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

Prepayment Restriction Analysis: Loan Group 1

Percentage of Collateral by Prepayment Restriction (%) (1)(2)(3)

 

Prepayment Restrictions

   Nov-07     Nov-08     Nov-09     Nov-10     Nov-11  

Locked Out

     91.33 %     85.07 %     82.52 %     81.95 %     80.43 %

Yield Maintenance Total

     8.67 %     14.93 %     17.48 %     18.05 %     19.57 %

Penalty Points Total

     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %

Open

     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %

TOTALS

     100.00 %     100.00 %     100.00 %     100.00 %     100.00 %

Pool Balance Outstanding

   $ 2,202,671,494     $ 2,198,396,759     $ 2,193,254,444     $ 2,185,755,680     $ 2,175,703,583  

% Initial Pool Balance

     100.00 %     99.81 %     99.57 %     99.23 %     98.78 %

Percentage of Collateral by Prepayment Restriction (cont’d) (%) (1)(2)(3)

 

Prepayment Restrictions

   Nov-12     Nov-13     Nov-14     Nov-15     Nov-16  

Locked Out

     81.17 %     81.17 %     81.15 %     79.17 %     77.80 %

Yield Maintenance Total

     18.52 %     18.52 %     18.55 %     18.55 %     18.60 %

Penalty Points Total

     0.17 %     0.17 %     0.17 %     0.16 %     0.17 %

Open

     0.14 %     0.14 %     0.14 %     2.11 %     3.42 %

TOTALS

     100.00 %     100.00 %     100.00 %     100.00 %     100.00 %

Pool Balance Outstanding

   $ 2,057,327,972     $ 2,041,123,534     $ 2,020,745,780     $ 2,001,448,406     $ 1,977,130,236  

% Initial Pool Balance

     93.40 %     92.67 %     91.74 %     90.86 %     89.76 %
Percentage of Collateral by Prepayment Restriction (cont’d) (%) (1)(2)(3)  

Prepayment Restrictions

   Nov-17     Nov-18        

Locked Out

     0.00 %     0.00 %  

Yield Maintenance Total

     0.00 %     0.00 %  

Penalty Points Total

     0.00 %     0.00 %  

Open

     100.00 %     0.00 %  

TOTALS

     100.00 %     0.00 %  

Pool Balance Outstanding

   $ 236,417,301     $ 0    

% Initial Pool Balance

     10.73 %     0.00 %  

Notes:

 

(1) The above analysis is based on the Structuring Assumptions and a 0% CPR as discussed in the Free Writing Prospectus.
(2) See Appendix II of the Free Writing Prospectus for a description of the Yield Maintenance.
(3) Def/YM1 loans have been modeled as Yield Maintenance.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-18


$2,271,351,000 (Approximate)

Morgan Stanley Capital I Inc.

Commercial Mortgage Pass-Through Certificates

Series 2007-IQ16

 

Prepayment Restriction Analysis: Loan Group 2

Percentage of Collateral by Prepayment Restriction (%) (1)(2)(3)

 

Prepayment Restrictions

   Nov-07     Nov-08     Nov-09     Nov-10     Nov-11  

Locked Out

     78.13 %     77.23 %     66.04 %     65.94 %     59.83 %

Yield Maintenance Total

     21.87 %     22.77 %     33.96 %     34.06 %     40.17 %

Penalty Points Total

     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %

Open

     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %

TOTALS

     100.00 %     100.00 %     100.00 %     100.00 %     100.00 %

Pool Balance Outstanding

   $ 393,159,288     $ 392,700,755     $ 391,886,412     $ 390,414,248     $ 388,117,058  

% Initial Pool Balance

     100.00 %     99.88 %     99.68 %     99.30 %     98.72 %

Percentage of Collateral by Prepayment Restriction (cont’d) (%) (1)(2)(3)

 

Prepayment Restrictions

   Nov-12     Nov-13     Nov-14     Nov-15     Nov-16  

Locked Out

     76.80 %     76.72 %     74.45 %     73.82 %     72.49 %

Yield Maintenance Total

     23.20 %     23.28 %     25.55 %     26.18 %     26.30 %

Penalty Points Total

     0.00 %     0.00 %     0.00 %     0.00 %     0.00 %

Open

     0.00 %     0.00 %     0.00 %     0.00 %     1.21 %

TOTALS

     100.00 %     100.00 %     100.00 %     100.00 %     100.00 %

Pool Balance Outstanding

   $ 282,709,851     $ 279,700,375     $ 252,840,752     $ 244,717,294     $ 241,517,236  

% Initial Pool Balance

     71.91 %     71.14 %     64.31 %     62.24 %     61.43 %
Percentage of Collateral by Prepayment Restriction (cont’d) (%) (1)(2)(3)  

Prepayment Restrictions

   Nov-17        

Locked Out

     0.00 %  

Yield Maintenance Total

     0.00 %  

Penalty Points Total

     0.00 %  

Open

     0.00 %  

TOTALS

     0.00 %  

Pool Balance Outstanding

   $ 0    

% Initial Pool Balance

     0.00 %  

Notes:

 

(1) The above analysis is based on the Structuring Assumptions and a 0% CPR as discussed in the Free Writing Prospectus.
(2) See Appendix II of the Free Writing Prospectus for a description of the Yield Maintenance.
(3) Def/YM1 loans have been modeled as Yield Maintenance.

 


This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.


T-19


Mortgage Loan No. 1 – West Town Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-20


Mortgage Loan No. 1 – West Town Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-21


Mortgage Loan No. 1 – West Town Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-22


Mortgage Loan No. 1 – West Town Mall

 

 

Loan Information

Mortgage Loan Seller:

  GECC
   

Original Balance:

  $210,000,000
   

Cut-off Date Balance:

  $210,000,000
   
Shadow Rating
(Fitch/S&P/DBRS):
  NAP
   

Loan Purpose:

  Refinance
   

First Payment Date:

  December 1, 2007
   

Interest Rate:

  6.3375%
   

Amortization:

  Interest Only
   

ARD:

  NAP
   

Hyperamortization:

  NAP
   

Maturity Date:

  December 1, 2017
   

Expected Maturity Balance:

  $210,000,000
   

Sponsor(s):

  Simon Property Group and Teachers Insurance and Annuity Association
   

Interest Calculation:

  Actual/360
   

Call Protection:

  Locked out until 2 years after the REMIC “start-up” day, with U.S. Treasury defeasance thereafter. Prepayable without a premium from and after June 1, 2017.
   

Loan per SF(1)(2):

  $276.04
   

Up-front Reserves:

  None
   

Ongoing Reserves:

  None
   

Lockbox:

  Hard
     

 

Property Information

Single Asset/Portfolio:

  Single Asset
   

Property Type:

  Retail
   

Property Sub-type:

  Anchored
   

Location:

  Knoxville, TN
   

Year Built/Renovated:

  1972/1985 & 1998
   

Percent Leased(1)(2):

  95.0%
   

Square Footage(1)(2):

  760,760
   

The Collateral:

  A super-regional shopping center
   

Ownership Interest:

  Fee/Leasehold
   

Property Management:

  Simon Management Associates, LLC
   
       
   
       
   
       
   
       
   

3rd Most Recent NOI (As of):

  $17,294,799   (2005)
   

2nd Most Recent NOI (As of):

  $17,921,401   (2006)
   

Most Recent NOI (As of):

  $17,600,816   (TTM 08/31/2007)
   

U/W Net Op. Income:

  $19,784,827    
   

U/W Net Cash Flow:

  $18,930,308    
   

U/W Occupancy:

  93.0%    
   

Appraised Value:

  $335,000,000    
   

Cut-off Date LTV:

  62.7%    
   

Maturity Date LTV:

  62.7%    
   

DSCR:

  1.40x    
         

 

(1) Sears operates under a long-term ground lease, with the West Town Mall Borrower as the lessor, that adds minimum economic value to the West Town Mall Property’s revenues. As a result, collateral square footage and all derivative calculations do not include square footage associated with the Sears parcel.

 

(2) Collateral square footage and all derivative calculations are based on the underwritten rent roll dated October 16, 2007 with the inclusion of three tenants totaling 4,709 square feet with leases that begin in November and December 2007.

The West Town Mall Loan

The Loan.    The largest loan (the “West Town Mall Loan”) as evidenced by the Promissory Note (the “West Town Mall Note”) is secured by a first priority fee/leasehold Deed of Trust (the “West Town Mall Mortgage”) encumbering the 760,760 square foot regional mall known as West Town Mall, located in Knoxville, Tennessee (the “West Town Mall Property”). The West Town Mall was originated on November 1, 2007 by or on behalf of General Electric Capital Corporation.

The Borrower.    The borrower is West Town Mall, LLC, a Delaware limited liability company (the “West Town Mall Borrower”) that owns no material asset other than the West Town Mall Property and related interests. The West Town Mall Borrower is affiliated with Simon Property Group (rated A-/A2/A- by S&P/Moody’s/Fitch) and Teachers Insurance and Annuity Association (“TIAA”), the sponsors of the West Town Mall Loan. Headquartered in Indianapolis, Indiana, Simon Property Group (NYSE: SPG) is the largest publicly traded retail real estate investment trust in North America. Founded in 1960, Simon Property Group focuses on the ownership, development, management and marketing of retail real estate through five platforms that include regional malls, Premium Outlet Centers, The Mills, community/lifestyle centers and international properties, with a particular emphasis on regional malls. Simon currently owns or has an interest in 286 properties in the United States containing an aggregate of 201 million square feet of gross leasable area in 38 states plus Puerto Rico. As of December 31, 2006, Simon reported a net income available to common shareholders of $486 million, up 21% from 2005, and revenue of $3.3 billion.

Founded in 1918 and headquartered in New York, TIAA is a diversified, full-service institution that offers a variety of investment products and financial services including asset management, retirement services, insurance products and mutual funds, in addition to managing the retirement funds of over 15,000 institutions that operate in the academic, research, medical and cultural fields. TIAA serves approximately 3.2 million retirement participants. One of TIAA’s key investment vehicles is real estate investment; as of year-end 2006, TIAA’s real estate account held $14.3 billion of assets under management.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-23


Mortgage Loan No. 1 – West Town Mall

 

 

The Property.    The West Town Mall Property is located in Knoxville, Tennessee, at 7600 Kingston Pike. The West Town Mall Property was originally constructed in 1972 and renovated/expanded in 1985 and 1998. It consists of a 1,333,292 square-foot, one-story enclosed super-regional mall, of which 760,760 square feet serve as collateral for the West Town Mall Loan. The West Town Mall Property is situated on approximately 103.03 acres, of which 65.323 are included in the West Town Mall Property, and includes 6,760 parking spaces. The West Town Mall Property is anchored by JCPenney, Dillard’s, Sears, Belk Men, Home & Kids and Belk Women. The JCPenney and Dillard’s stores are owned by J.C. Penney Company Inc. and Dillard’s Inc., respectively, and are not part of the collateral for the West Town Mall Loan. The collateral for the Sears store includes the underlying land but not the improvements, which are owned by Sears Holding Corporation. Belk is a recent addition to the West Town Mall Property, having acquired the former Proffitt’s space in July 2005 and converted the space to a Belk Women in March 2006. Belk also purchased the former Parisian space as part of a corporate acquisition in October 2006. In September 2007, the upper level of the former Parisian space was rebranded as a Belk Home Store while the lower level was converted into Belk Men & Kids. As of fiscal year-end 2006, Belk Women reported sales of $188 per square foot and Parisian (now Belk Men, Home & Kids) reported sales of $106 per square foot. Dillard’s, Sears and JCPenney do not report sales. Based on the underwritten rent roll dated October 16, 2007, the West Town Mall Property exhibited 97.2% occupancy inclusive of non-owned tenants, 95.0% occupancy for collateral space and 90.0% occupancy for inline, food court and kiosk space. Based on trailing twelve months September 2007 sales, total sales for inline and other tenants were $471 PSF; average occupancy cost for inline and other tenants as of September 2007 was 12.0%.

The following tables present certain information relating to the anchor tenants at the properties in the West Town Mall Property:

 

Anchor   Parent Company  

Credit Rating of Parent
Company

(Fitch/Moody’s/S&P)(1)

  GLA   % of
GLA
  Collateral
Interest
  Operating
Covenant
Expiration
  YE 2006
Sales PSF
Dillard’s(2)   Dillard’s, Inc.   BB/B1/BB   243,110   NAP   No   12/31/2050   NAP
Sears(2)(3) (Ground Lease)   Sears Holding Corporation   BB/Ba1/BB+   182,140   NAP   Yes   06/18/2021   NAP
Belk Women   Belk, Inc.   — / — / —   162,885   21%   Yes   01/31/2013   $188
JCPenney(2)   J.C. Penney Company Inc.   BBB/Baa3/BBB-   147,282   NAP   No   12/31/2050   NAP
Belk Men, Home & Kids   Belk, Inc.   — / — / —   144,000   19%   Yes   09/30/2014   $106

Total

          879,417                

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2) Dillard’s, Sears and JC Penney do not report sales.

 

(3) The collateral for the Sears store consists of the underlying land, but not improvements, which are owned by Sears Holding Corporation. The ground lease under which Sears operates adds minimum economic value to the West Town Mall Property’s revenues. As a result, collateral square footage and all derivative calculations do not include square footage associated with the Sears parcel.

The following table presents certain information relating to the major tenants at the West Town Mall Property:

 



Tenant Name
  Credit Rating
(Fitch/
Moody’s/S&P)
(1)
  Tenant
NRSF
(2)(3)
  % of
NRSF
  Annualized
Underwritten
Base Rent ($)
(2)(3)
  % of Total
Annualized
Underwritten
Base Rent
  Annualized
Underwritten
Base Rent
($ Per NRSF)
  Lease
Expiration
Belk Men, Home & Kids   — / — / —   144,000   19%   $1,360,800   8%   $9.45   09/30/2014
Belk Women   — / — / —   162,885   21%   $1,343,801   8%   $8.25   01/31/2013
Victoria’s Secret   — / Baa3/BBB-   15,181   2%   $607,240   3%   $40.00   01/31/2018
Regal Cinema(4)   B-/B2/BB-   78,023   10%   $600,000   3%   $7.69   11/30/2013
Total/Weighted Average       400,089   53%   $3,911,841   22%   $9.78    
                             
Other Tenants   Various   322,968   42%   $13,557,654   78%   $41.98   Various
Vacant Space   NAP   37,703   5%   $0   0%   $0.00   NAP

Total/Weighted Average

      760,760   100%   $17,469,496   100%   $24.16    

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2) Figures include three tenants totaling 4,709 square feet with leases that begin in November and December 2007.

 

(3) Sears operates under a long-term ground lease, with the West Town Mall Borrower as a lessor, that adds minimum economic value to the West Town Mall Property’s revenues. As a result, collateral square footage and all derivative calculations do not include square footage associated with the Sears parcel.

 

(4) Regal Cinemas contains nine screens.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-24


Mortgage Loan No. 1 – West Town Mall

 

 

Lease Rollover Schedule(1)(2)


Year
 
# of Leases
Rolling
  Average Underwritten
Base Rent per SF
Rolling
  % of Total Square
Feet Rolling
  Cumulative
% of SF
Rolling
  % of Total Base
Rental
Revenues
Rolling
  Cumulative % of
Total Base Rental
Revenues Rolling
Vacant   18   $0.00   5%   5%   0%   0%
MTM   0   $0.00   0%   5%   0%   0%
2007   1   $318.00   0%   5%   0%   0%
2008   10   $43.31   2%   7%   5%   5%
2009   9   $44.82   3%   11%   6%   11%
2010   15   $43.68   4%   14%   7%   18%
2011   13   $47.81   3%   17%   6%   24%
2012   11   $39.58   4%   21%   7%   31%
2013   6   $9.96   34%   56%   15%   46%
2014   18   $17.63   24%   79%   18%   64%
2015   12   $41.10   5%   84%   9%   73%
2016   12   $41.96   5%   89%   10%   83%
2017 & Beyond   22   $37.26   11%   100%   17%   100%

 

(1) Sears operates under a long-term ground lease, with the West Town Mall Borrower as lessor, that adds minimal economic value to the West Town Mall Property’s revenues. As a result, collateral square footage and all derivative calculations do not include square footage associated with the Sears parcel.

 

(2) Figures include three tenants totaling 4,709 square feet with leases that begin in November and December 2007.

Escrows and Reserves.    Not required.

Lockbox and Cash Management.    A hard lockbox is in place with respect to the West Town Mall Loan.

Property Management. The West Town Mall Property is managed by Simon Management Associates, LLC, an affiliate of one of the West Town Mall Loan’s sponsors. The management agreement is subordinate to the West Town Mall Loan.

Mezzanine Loan and Preferred Equity Interest.    The West Town Mall Borrower may incur future mezzanine financing subject to certain conditions, including but not limited to: (i) that no event of default has occurred and is continuing, (ii) the issuance of the mezzanine loan by one or more mezzanine lenders (collectively, the “West Town Mall Mezzanine Lenders”), each of which must be an institutional lender, (iii) maintenance of a DSCR (including mezzanine indebtedness) of no less than 1.10x and an LTV of no more than 80%, (iv) that the term of mezzanine loan is coterminous with or matures subsequent to the West Town Mall Loan, (v) execution of an intercreditor agreement by West Town Mall Mezzanine Lenders in connection with such mezzanine loan and the West Town Mall Loan, and (vi) execution of amendments to the West Town Mall loan documents to reflect the existence of the mezzanine loan.

Additional Secured Indebtedness (not including trade debts).    Not permitted.

Release of Parcels.    Not permitted.

Certain additional information regarding the West Town Mall Loan and the West Town Mall Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-25


Mortgage Loan No. 2 – 60 Wall Street

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-26


Mortgage Loan No. 2 – 60 Wall Street

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-27


Mortgage Loan No. 2 – 60 Wall Street

 

 

Loan Information

Mortgage Loan Seller:

  GECC

Original Balance(1):

  $125,000,000

Cut-off Date Balance(1):

  $125,000,000

Shadow Rating (Fitch/S&P/DBRS):

  NAP

Loan Purpose:

  Acquisition

First Payment Date:

  August 1, 2007

Interest Rate:

  5.771%

Amortization:

  Interest Only

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  July 1, 2017

Expected Maturity Balance(1):

  $125,000,000

Sponsor(s):

  Paramount Group, Inc. and Morgan Stanley Real Estate Special Situations Fund III, L.P.

Interest Calculation:

  Actual/360

Call Protection:

  Locked out until 2 years after the REMIC “start-up” date, with U.S. Treasury defeasance thereafter. Prepayable without a premium from and after April 1, 2017.
   

Loan per SF(1):

  $569.06    
   

Up-front Reserves:

  None    
   

Ongoing Reserves(2):

  RE Tax:   Springing
    Insurance:   Springing
   

Lockbox:

  Hard    
         

 

Property Information

Single Asset/Portfolio:

  Single Asset

Properties Type:

  Office

Properties Sub-type:

  Urban

Location:

  New York, NY

Year Built/Renovated:

  1988/NAP

Percent Leased(3):

  100.0%

Square Footage:

  1,625,483

The Collateral:

  47-story “Class A” office building

Ownership Interest:

  Fee
     

Property Management:

  Paramount Group, Inc.
     
     
     
     
     
     
     

3rd Most Recent NOI (As of):

  NAP

2nd Most Recent NOI (As of):

  NAP

Most Recent NOI (As of):

  NAP

U/W Net Op. Income:

  $71,737,983

U/W Net Cash Flow:

  $71,169,064

U/W Occupancy:

  100.0%

Appraised Value:

  $1,250,000,000

Cut-off Date LTV(1):

  74.0%

Maturity Date LTV(1):

  74.0%

DSCR(1):

  1.31x
     

 

(1) The subject $125,000,000 loan represents an approximately 13.5% pari passu interest of a $925,000,000 total mortgage loan. All LTV, DSCR and Loan per SF numbers in this table are based on the total $925,000,000 whole loan financing.

 

(2) See “Escrows and Reserves” for specific details.

 

(3) Percent Leased is based on the lease dated June 6, 2007.

The 60 Wall Street Loan

The Loan.    The second largest loan (the “60 Wall Street Loan”) as evidenced by the Promissory Note (the “60 Wall Street Note”) is secured by a first priority fee Deed of Trust (the “60 Wall Street Mortgage”) encumbering the 1,625,483 square foot “Class A” office building known as 60 Wall Street, located in New York, New York (the “60 Wall Street Property”). The 60 Wall Street Loan was originated on June 6, 2007 by or on behalf of German American Capital Corporation, an affiliate of the sole tenant at the 60 Wall Street Property. The 60 Wall Street Loan was used to acquire the 60 Wall Street Property for approximately $1.21 billion including closing costs. The 60 Wall Street Borrower retains approximately $285 million of hard equity in the property.

The Borrower.    The borrower is PGREF II 60 Wall Street, LP, a Delaware limited liability company (the “60 Wall Street Borrower”) that owns no material asset other than the 60 Wall Street Property and related interests. The 60 Wall Street Loan is sponsored by the Paramount Group, Inc. (62.3%) and Morgan Stanley Real Estate Special Situations Fund III, L.P. (37.7%) [an affiliate of the depositor, Morgan Stanley Mortgage Capital Holdings LLC, is a sponsor of this securitization and underwriter].

Founded in 1968, the Paramount Group, Inc. is a privately-held real estate firm, owned by the Otto family of Hamburg, Germany, which focuses on the acquisition, redevelopment and management of primarily “Class A” commercial office properties. Paramount is one of the largest owners of “Class A” office properties in Manhattan, primarily in the Midtown and Downtown Financial Districts, with a property portfolio that exceeds 8 million square feet of commercial office space. The Paramount Group’s corporate affiliations include Crate & Barrel, Otto Versand and ECE Projektmanagement GmbH.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-28


Mortgage Loan No. 2 – 60 Wall Street

 

 

The Morgan Stanley Real Estate Special Situations Fund III, L.P. is a global real estate fund dedicated to passive, minority real estate investments with over $2.24 billion of equity managed. The fund directs investment to three principal global markets – growth, developed and distressed – with half of portfolio exposure being allocated to growth markets and the rest of portfolio exposure divided evenly between developed and distressed markets. The fund is managed by Morgan Stanley Real Estate, a division of Morgan Stanley (NYSE: MS; rated AA-/Aa3/AA- by S&P/Moody’s/Fitch), which operates on three principal platforms: Banking, Investing and Lending. Morgan Stanley Real Estate commenced investing in real estate assets in 1991 and currently has $68 billion in assets under management.

The Property.    The 60 Wall Street Property is located in New York, NY, at 60 Wall Street in the Financial East submarket of Downtown Manhattan. It consists of a 1,625,483 square foot, 47-story, granite and glass “Class A” office building situated on a 53,632 square foot parcel of land. The 60 Wall Street Property was originally constructed in 1988 to serve as the headquarters of J.P. Morgan Bank. Following the merger of J.P. Morgan with Chase Manhattan, the 60 Wall Street Property was sold to the Deutsche Bank AG New York Branch (“DB”) in September 2001. DB has utilized the property as its North American headquarters since shortly after the purchase. The Deutsche Bank AG New York branch (rated Aa1 by Moody’s) is a subsidiary company of Deutsche Bank (NYSE: DB; rated AA/ Aa1/AA- by S&P/Moody’s/Fitch), which is a global financial services firm with 75,140 employees in 75 countries. Deutsche Bank has a market capitalization exceeding $63 billion as of September 2007.

The 60 Wall Street Property square footage breakdown consists of the following: (i) 46 above-ground stories of office space, excluding the lobby area, with floors 2 through 4 of the 60 Wall Street Property housing DB’s trading floor comprising 143,872 square feet with a seating capacity of over 1,500; (ii) a lobby/security area on the first floor containing 46,562 square feet; and (iii) three below-grade stories that hold a mailroom/copy center, storage areas and a 54,669 square foot full-service cafeteria. Floor plates range from 53,255-59,500 square feet on floors 2 through 4 and from 30,393—34,624 square feet on floors 5 through 47. The 60 Wall Street Property also features 3,990 square feet of retail space within an atrium that is accessible to the public, 24-hour security surveillance with electronic key code ingress systems to tenant spaces and on-site entry to the 2/3 subway lines.

The 60 Wall Street Property is situated on the north side of Wall Street, between William and Pearl Streets and is close to various public transportation networks including the 2, 3, 4, 5, 6, A, C, J and Z subway lines, numerous bus lines, the Staten Island Ferry, the New Jersey PATH and various water taxis/ferries to New Jersey, Brooklyn and Yonkers.

 



Tenant Name
  Credit Rating
(Fitch/
Moody’s/S&P)
(1)
  Tenant
NRSF
  % of
NRSF
  Annualized
Underwritten
Base Rent ($)
(2)
  % of Total
Annualized
Underwritten
Base Rent
  Annualized
Underwritten
Base Rent
($ Per NRSF)
(2)
  Lease
Expiration
Deutsche Bank AG New York Branch   AA-/Aa1/AA   1,625,483   100.0%   $71,737,983   100.0%   $44.13   06/05/2022

Total/Weighted Average

    1,625,483   100.0%   $71,737,983   100.0%   $44.13    
                             

 

(1)

Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2)

Represents the rent average for the 15 year lease term, as described herein under “The Lease” section.

The Lease.    The 60 Wall Street Property is 100% leased to the Deutsche Bank AG New York Branch under a sales-leaseback transaction for a duration of 15 years with 10% rent step-ups occurring every five years and five, 5-year renewal options at fair market rent. Notice periods for exercise of renewal options are 24 months prior to the end of the lease or extension period. At the commencement of the lease, the base rent starts at $40.00 per square foot on an absolute net basis. Under the lease provisions, the landlord is obligated to maintain the core and shell of the 60 Wall Street Property while DB is responsible for the maintenance of the property improvements and fixtures. DB is also liable for the 60 Wall Street Property’s operating expenses, real estate taxes, insurance and capital expenditures. DB retains the right to require the landlord to sublease part of the leased space, which right may be exercised by giving notice during (i) the period commencing on the fifth anniversary of the lease term up to and including the sixth anniversary of the lease term (the “First Leaseback Option”) and (ii) the period commencing on the tenth anniversary of the lease term up to and including the eleventh anniversary of the lease term (the “Second Leaseback Option”), subject to certain conditions contained in the lease. Under the First Leaseback Option, DB may require the landlord to sublease up to 150,000 square feet of office space. Under the Second Leaseback Option, DB may require the landlord to sublease up to 300,000 square feet of office space inclusive of any space subleased under the First Leaseback Option. The leaseback space is limited to office space located above the seventh floor of the 60 Wall Street Property. Lease assignment or the subletting of the premises is also permitted with the lease remaining fully enforceable against DB. The lease may be terminated by the landlord upon both monetary or non-monetary default by the tenant, seizure of the property through eminent domain or extensive damage to or destruction of the property. DB may terminate the lease upon condemnation or casualty, provided that the borrower elects not to rebuild the 60 Wall Street Property.

 

Period   Square
Footage
  Average Base Rent
per SF Rolling
  Annual Rental
Income
Years 1-5   1,625,483   $40.00   $65,019,320
Years 6-10   1,625,483   $44.00   $71,521,252
Years 11-15   1,625,483   $48.40   $78,673,377

Average

    $44.13   $71,737,983
             

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-29


Mortgage Loan No. 2 – 60 Wall Street

 

 

Escrows and Reserves.    The 60 Wall Street Borrower is required to maintain tax and insurance reserves upon the termination of the DB lease and when the DSCR is less than 1.10x for the immediately preceding 12 months (a “60 Wall Street Reserve Event”). Upon the occurrence and continuance of a 60 Wall Street Reserve Event, the 60 Wall Street Borrower is required to deposit all accrued insurance and real estate taxes for the insurance period and tax year into a reserve account and to deposit into this reserve account one-twelfth of the total annual amount monthly.

Lockbox and Cash Management.    A hard lockbox is in place with respect to the 60 Wall Street Loan. The management agreement is subordinate to the 60 Wall Street Loan.

Property Management.    The 60 Wall Street Property is managed by Paramount Group, Inc., which is an affiliate of one of the 60 Wall Street Loan’s sponsors.

Mezzanine Loan and Preferred Equity Interest.    The limited partners of the limited partners of the 60 Wall Street Borrower (other than Paramount or any affiliate of Paramount) are permitted to incur mezzanine financing that is secured by no greater than 49% of their equity interests in the 60 Wall Street Borrower, provided that (i) no event of default has occurred and is continuing; (ii) the mezzanine lender has entered into an intercreditor agreement and standstill agreement with the senior lender; (iii) the mezzanine debt is subordinate to the 60 Wall Street Loan; and (iv) rating agency confirmation and a non-consolidation opinion have been delivered.

Additional Secured Indebtedness (not including trade debts).    The 60 Wall Street Loan represents an approximately 13.5% pari passu interest in a $925,000,000 total mortgage loan (the “60 Wall Street Whole Loan”). The 60 Wall Street Whole Loan is secured by the 60 Wall Street Property, on a pari passu basis, with twelve other A Note mortgage loans. Such other A Note mortgage loans are referred to in this prospectus supplement as the “60 Wall Street Companion Loans.” The 60 Wall Street Companion Loans consist of the following: (i) the “A-1” note (representing 30.81% of the 60 Wall Street loan), which has been securitized and is currently owned by the COMM 2007-C9 Mortgage Trust, (ii) the “A-3” note (5.41%), which is currently owned by Hypo Real Estate Capital Corporation or an affiliate thereof, (iii) the “A-4” note (1.95%), which is currently owned by Prima Capital Advisors, LLC or an affiliate thereof; (iv) the “A-5” note (3.24%), which is currently owned by Deutsche Hypothekenbank or an affiliate thereof; (v) the “A-6” note (0.76%), which is currently owned by Prima Capital Advisors, LLC or an affiliate thereof; (vi) the “A-7” note (14.05%), which is currently owned by Capmark Bank or an affiliate thereof, that is anticipated to be deposited into the Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5; (vii) the “A-8” note (3.24%), which is currently owned by DekaBank Deutsche Girozentrale or an affiliate thereof; (viii) the “A-9” note (3.78%), which is currently owned by Dusseldorfer Hypothekenbank AG or an affiliate thereof; (ix) the “A-10” note (6.49%), which is currently owned by Landesbank Hessen-Thuringen Girozentrale or an affiliate thereof; (x) the “A-11” note (6.49%), which is currently owned by Nord/LB New York Branch or an affiliate thereof; (xi) the “A-12” note (6.49%), which is Bayerische Landesbank, New York Branch or an affiliate thereof and (xii) the “A-13” note (3.78%), which is currently owned by DekaBank Deutsche Girozentrale or an affiliate thereof. Each of the “A-3” through “A-13” notes may be sold or transferred by its respective current owner at any time. Only the 60 Wall Street Loan is included in the trust. The pooling and servicing agreement of the COMM 2007-C9 Mortgage Trust securitization will govern the servicing of the 60 Wall Street Loan. See “Description of the Mortgage Pool—The Non-Trust Serviced Pari Passu Loans—60 Wall Street Pari Passu Loan” in the prospectus supplement.

Release of Parcels.    Not allowed.

Terrorism Insurance.    The 60 Wall Street Borrower is required, in accordance with the related loan documents, if commercially available, to maintain insurance against perils and acts of terrorism, provided that such insurance is available and that the total annual premium payable by the 60 Wall Street Borrower does not exceed $4,000,000 per year. However, the maximum cap of $4,000,000 may be increased subject to: a review of policy limits maintained on comparable buildings or an increase in the policy limits for terrorism insurance as required by the rating agencies. The 60 Wall Street Borrower’s obligation to maintain the insurance required in the loan documents is suspended for so long as DB satisfies the insurance requirements under the lease.

Certain additional information regarding the 60 Wall Street Loan and the 60 Wall Street Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-30


 

 

[THIS PAGE INTENTIONALLY LEFT BLANK]

 

 

 

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-31


Mortgage Loan No. 3 – Easton Town Center

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-32


Mortgage Loan No. 3 – Easton Town Center

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-33


Mortgage Loan No. 3 – Easton Town Center

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-34


Mortgage Loan No. 3 – Easton Town Center

 

 

Loan Information

Mortgage Loan Seller:

  MSMCH     

Original Balance(1):

  $110,000,000     

Cut-off Date Balance(1):

  $110,000,000     

Shadow Rating

(Fitch/S&P/DBRS):

  BBB-/BBB/BBB (low)     

Loan Purpose:

  Refinance     

First Payment Date:

  September 8, 2007     

Interest Rate:

  6.115%     

Amortization:

  Interest Only     

ARD:

  NAP     

Hyperamortization:

  NAP     

Maturity Date:

  August 8, 2017     

Expected Maturity Balance(1):

  $110,000,000     

Sponsor:

  Limited Brands Inc., The Georgetown Company and Steiner + Associates

Interest Calculation:

  Actual/360     

Call Protection:

  Prepayment is permitted at the greater of 1% and yield maintenance 6 months after the origination date. Locked out until 2 years after the REMIC “start-up” day, with U.S. Treasury defeasance thereafter. Prepayable without a premium on or after February 8, 2017.

Loan per SF(1):

  $215.06     
   

Up-front Reserves:

  None     
   

Ongoing Reserves:

  None     
   

Lockbox:

  Hard     
          
Property Information

Single Asset/Portfolio:

   Single Asset

Property Type:

   Retail

Property Sub-type:

   Anchored

Location:

   Columbus, OH
   

Year Built/Renovated:

   1999, 2001/2004

Percent Leased(2):

   93.8%

Square Footage:

   1,301,992

The Collateral:

   Open-air mall

Ownership Interest:

   Fee
   

Property Management:

   Steiner + Associates
   
      
      
      
      
      
      

3rd Most Recent NOI (As of):

   $22,859,144    (2004)

2nd Most Recent NOI (As of):

   $24,196,435    (2005)

Most Recent NOI (As of):

   $27,750,948    (2006)

U/W Net Op. Income:

   $30,718,101     

U/W Net Cash Flow:

   $28,660,796     

U/W Occupancy:

   93.8%     

Appraised Value:

   $580,000,000     

Cut-off Date LTV(1):

   48.3%     

Maturity Date LTV(1):

   48.3%     

DSCR(1):

   1.65x     
           

 

(1) The subject $110,000,000 loan represents a 39.3% pari passu interest in the $280,000,000 senior portion of a $405,000,000 mortgage loan. All LTV, DSCR and Loan per SF numbers in this table are based on the total $280,000,000 senior financing.

 

(2) Percent Leased is based on the rent roll dated May 1, 2007.

The Easton Town Center Loan

The Loan. The third largest loan (the “Easton Town Center Loan”) as evidenced by the Promissory Notes is secured by a first priority fee Mortgage and Security Agreement (the “Easton Town Center Mortgage”) encumbering the 1,301,992 square foot open-air mall known as Easton Town Center, located in Columbus, Ohio (the “Easton Town Center Property”). The Easton Town Center Loan was originated on July 25, 2007 by or on behalf of Morgan Stanley Mortgage Capital Holdings LLC.

The Borrower. The borrower is Easton Town Center II, LLC, a Delaware limited liability company (the “Easton Town Center Borrower”) that owns no material asset other than the Easton Town Center Property and related interests. The Easton Town Center Borrower is a wholly-owned, direct subsidiary of Limited Brands Inc., The Georgetown Company and Steiner + Associates, the sponsors of the Easton Town Center Loan. Limited Brands Inc. is one of the largest retailers in the United States and operates over 3,700 stores under the Express, Victoria’s Secret, Bath & Body Works and La Senza brand names. The Georgetown Company is a real estate developer that develops, owns and manages over 15,000,000 square feet of office, retail, residential and recreational space in the United States. Steiner + Associates specializes in development and management of malls similar to the Easton Town Center Property.

The Property. The Easton Town Center Property is located in Columbus, Ohio, at 160 Easton Town Center, in a 1,300 acre, master-planned development, which features office, multi-family and hotels in addition to the Easton Town Center Property. The Easton Town Center Property was developed in two phases in 1999 and 2001 and renovated in 2004. It consists of a 1,301,992 square foot, open-air mall with 19 buildings and contains 303,270 square feet of major tenants, a 134,000 square foot 30-screen cinema, 403,887 square feet of inline, food court and kiosk space and 223,506 square feet of office space and 87,671 square feet ground leased to Lifetime Fitness. The Easton Town Center Property is situated on approximately 93 acres and includes 3,375 parking spaces. The

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-35


Mortgage Loan No. 3 – Easton Town Center

 

 

Easton Town Center Property is anchored by Macy’s (240,000 square feet, $54,200,000 sales in 2006, 0.2% occupancy costs), Nordstrom (167,000 square feet, $50,414,210 sales in 2006, 0.1% occupancy costs) and Lifetime Fitness (87,671 square feet). The Macy’s and Nordstrom stores are not part of the collateral for the Easton Town Center Loan. Lifetime Fitness is a tenant pursuant to a ground lease. In the event that the Lifetime Fitness lease is terminated, the Easton Town Center Borrower will be required to execute a mortgage and security agreement in favor of the lender encumbering the Lifetime Fitness parcel under certain circumstances.

The following table presents certain information relating to the anchor tenants at the Easton Town Center Property:

 

Anchor    Parent
Company
   Credit Rating of
Parent Company
(Fitch/Moody’s/S&P)
   GLA    Collateral Interest    YE 2006 Sales
PSF
Macy’s    Macy’s Inc.    BBB/Baa2/BBB    240,000    No    $ 225.83
Nordstrom    Nordstrom Inc.    A-/Baa1/A    167,000    No    $ 301.88

Total

             407,000            

The following table presents certain information relating to the major tenants at the Easton Town Center Property:

 

Tenant Name    Credit Rating
(Fitch/Moody’s/S&P)(1)
   Tenant
NRSF
   % of
NRSF
     Annualized
Underwritten
Base Rent ($)
   % of Total
Annualized
Underwritten
Base Rent
     Annualized
Underwritten
Base Rent
($ Per NRSF)
   Lease
Expiration
AMC-30    —/—/—    134,000    10 %    $4,163,380    13 %    $31.07    12/31/2019
Gameworks    —/—/—    37,588    3 %    $841,971    3 %    $22.40    06/30/2014
Crate & Barrel    —/—/—    33,780    3 %    $700,030    2 %    $20.72    01/31/2021
Barnes & Noble    —/—/—    34,991    3 %    $656,948    2 %    $18.77    08/31/2019
Victoria’s Secret    —/Baa3/BBB-    19,239    1 %    $631,329    2 %    $32.82    Various(2)
Container Store    —/—/—    25,426    2 %    $584,798    2 %    $23.00    02/28/2017
Gap Kids & Baby    BB+/Ba1/BB+    13,798    1 %    $551,920    2 %    $40.00    07/31/2017
HH Gregg    —/B1/—    37,413    3 %    $539,870    2 %    $14.43    01/31/2021
Forever 21    —/—/—    27,943    2 %    $447,088    1 %    $16.00    01/31/2013
Anthropologie    —/—/—    12,086    1 %    $434,492    1 %    $35.95    07/31/2011

Total/Weighted Average

        376,264    29 %    $9,551,826    30 %    $25.39     
                                        
Other Tenants    Various    845,544    65 %    $21,928,084    70 %    $25.93    Various
Vacant Space    NAP    80,184    6 %    $0    0 %    $0.00    NAP

Total/Weighted Average

        1,301,992    100 %    $31,479,910    100 %    $24.18     

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2) Victoria’s Secret occupies 5,509 square feet that expires on January 31, 2010 and 13,730 square feet that expires on January 31, 2012.

The following table presents certain information relating to the lease rollover at the Easton Town Center Property:

 

Lease Rollover Schedule  
Year   

# of Leases

Rolling

   Average Base Rent
per SF Rolling
   % of Total
Square Feet
Rolling
     Cumulative %
of SF Rolling
     % of Total Base
Rental Revenues
Rolling
     Cumulative % of
Total Base Rental
Revenues Rolling
 
Vacant    10    $0.00    6 %    6 %    0 %    0 %
2007    6    $31.73    0 %    7 %    1 %    1 %
2008    7    $15.71    2 %    8 %    1 %    2 %
2009    42    $24.75    7 %    16 %    8 %    10 %
2010    22    $24.27    7 %    23 %    7 %    17 %
2011    12    $31.60    4 %    27 %    5 %    22 %
2012    40    $32.89    15 %    42 %    21 %    42 %
2013    15    $28.65    5 %    47 %    6 %    49 %
2014    21    $22.74    9 %    56 %    8 %    57 %
2015    13    $23.33    5 %    61 %    5 %    62 %
2016    10    $28.84    2 %    63 %    3 %    65 %
2017 & Beyond    32    $22.91    37 %    100 %    35 %    100 %

Escrows and Reserves.    None.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-36


Mortgage Loan No. 3 – Easton Town Center

 

 

Lockbox and Cash Management. A hard lockbox is in place with respect to the Easton Town Center Loan. The lockbox will be in place until the Easton Town Center Loan has been repaid in full.

Property Management. The Easton Town Center Property is managed by Steiner + Associates, which is a sponsor of the Easton Town Center Loan. The management agreement is subordinate to the Easton Town Center Loan.

Mezzanine Loan and Preferred Equity Interest. A special purpose entity owning the Easton Town Center Borrower formed in order to serve as a mezzanine borrower may obtain mezzanine financing, provided certain conditions are met, including: (i) the mezzanine lender enters into an intercreditor agreement acceptable to the rating agencies and to lender, (ii) the LTV will be no greater than 86%, (iii) the aggregate DSCR will be no less than 1.00x at all times (and if the mezzanine loan bears interest at a floating rate, the mezzanine loan documents require an interest rate cap to be maintained), and (iv) a rating agency confirmation of no downgrade, withdrawal or qualification of the ratings assigned to the certificates and any other securities secured by an interest in the Easton Town Center Loan Group.

Additional Secured Indebtedness (not including trade debts). The Easton Town Center Loan represents a 39.3% pari passu interest in a $280,000,000 senior portion of the mortgage financing. The related pari passu interest in the amount of $170,000,000 has been securitized and is currently owned by Morgan Stanley Capital I Trust, 2007-TOP28 trust. The pari passu interests in the mortgage financing are governed by an intercreditor agreement and will be serviced pursuant to the terms of the TOP28 pooling and servicing agreement. The Easton Town Center Property is additionally encumbered by a B-note and a C-note with an original principal balance as of the Cut-off Date of $75,000,000 and $50,000,000, respectively, which are not included in the trust. Each are coterminous with the Easton Town Center Loan. See “Description of the Mortgage Pool—The Non-Trust Serviced Pari Passu Loans—Easton Town Center Pari Passu Loan.”

The Easton Town Center Borrower may obtain loans or advances from direct or indirect owners of the Easton Town Center Borrower so long as such indebtedness (i) is unsecured, (ii) is fully subordinated to the Easton Town Center Loan, (iii) is non-recourse to the Easton Town Center Borrower and its assets, including the Easton Town Center Property, (iv) is payable only to the extent there is net cash flow is available after payments required under the Easton Town Center Loan, (v) is made solely to finance costs and expenses related to operation of the Easton Town Center Property, (vi) provides that any vote on account of a claim arising with respect to a bankruptcy proceeding involving the Easton Town Center Borrower will be irrevocably assigned to lender, (vii) contemplates that no direct or indirect owner of the Easton Town Center Borrower will enforce its remedies to collect such affiliate loan while the Easton Town Center Loan is outstanding, (viii) in the aggregate does not exceed 10% of the outstanding principal balance of the Easton Town Center Loan, and (ix) includes a non-consolidation opinion.

Release of Parcels. The Easton Town Center Borrower may obtain a release of up to 15,000 square feet of net rentable area of income-producing portions of the Easton Town Center Property subject to the satisfaction of certain requirements and conditions set forth in the loan documents including, but not limited to, the following: (i) the Easton Town Center Borrower delivers a rating agency confirmation that the partial release will not result in a downgrade, withdrawal or qualification of the ratings assigned to the certificates and any other securities secured by an interest in the Easton Town Center Loan Group, (ii) the Easton Town Center Borrower delivers either (a) a REMIC opinion or (b) an appraisal indicating the remaining property will have a value at least equal to the outstanding principal balance of the Easton Town Center Loan following such release, (iii) payment of a prepayment premium equal to the greater of yield maintenance and 1%, and prepayment of a portion of the Easton Town Center Loan such that the DSCR after such release equals or exceeds the greater of (a) the DSCR on the loan closing date and (b) the DSCR immediately prior to such release. However, if the DSCR prior to and immediately after such release is greater than and or equal to 1.20x, the Easton Town Center Borrower will not be required to make a prepayment.

Certain additional information regarding the Easton Town Center Loan and the Easton Town Center Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-37


Mortgage Loan No. 4 – Hilton Daytona Beach

 

 

LOGO

 

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-38


Mortgage Loan No. 4 – Hilton Daytona Beach

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-39


Mortgage Loan No. 4 – Hilton Daytona Beach

 

 

Loan Information

Mortgage Loan Seller:

  PCF II

Original Balance:

  $94,730,000

Cut-off Date Balance:

  $94,730,000

Shadow Rating

(Fitch/S&P/DBRS):

  NAP

Loan Purpose:

  Acquisition

First Payment Date:

  December 1, 2007

Interest Rate:

  6.510%

Amortization:

  Interest only through November 1, 2012. Principal and interest payments of $599,381.17 beginning December 1, 2012 through the maturity date.

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  November 1, 2017

Expected Maturity Balance:

  $89,291,932

Sponsor(s):

  General Electric Pension Trust; Pyramid Advisors LLC

Interest Calculation:

  Actual/360

Call Protection:

  Locked out until 2 years after the REMIC “start-up” day, with U.S. Treasury defeasance thereafter. Prepayable without a premium from and after October 1, 2017.

Loan per Room:

  $127,325.27
       

Up-front Reserves:

  Deferred Maintenance:   $60,000
    Debt Service(1):   $8,878,202 LOC
       

Ongoing Reserves:

  RE Tax(1):   Springing
    Insurance(1):   Springing
  FF&E(1):   $127,957/month
       

Lockbox:

  Hard
         
Property Information

Single Asset/Portfolio:

  Single Asset

Property Type:

  Hospitality

Property Sub-type:

  Full Service

Location:

  Daytona Beach, FL

Year Built/Renovated:

  1988/2002 & 2004-2005

Percent Leased(2):

  64.4%

Rooms:

  744

The Collateral:

  A full service hotel located in Daytona Beach, FL

Ownership Interest:

  Fee/Leasehold
       

Property Management:

  Pyramid Acquisition Management LLC
       
       
       
       
       
       
       
       

3rd Most Recent NOI (As of)(3):

  -$2,325,578   (2005)

2nd Most Recent NOI (As of):

  $2,721,553   (2006)

Most Recent NOI (As of):

  $2,943,235   (TTM 09/30/2007)

U/W Net Op. Income:

  $9,430,084

U/W Net Cash Flow:

  $8,278,467

U/W Occupancy:

  67.9%

Appraised Value:

  $150,300,000

Cut-off Date LTV:

  63.0%

Maturity Date LTV:

  59.4%

DSCR:

  1.15x
         
(1) See “Escrows and Reserves” for specific details.

 

(2) Percent Leased is based on the occupancy report dated August 22, 2007.

 

(3) The Hilton Daytona Beach Property was affected by 3 different hurricanes in 2004. The Daytona Beach Hotel Property was closed beginning October 1, 2004 partially opened on January 31, 2005, and returned to full capacity in January 2006 once all repairs and renovations were complete. Additionally, the cost to insure the property increased dramatically on temporary basis, but has returned to a more stabilized level.

The Hilton Daytona Beach Loan

The Loan.    The fourth largest loan (the “Hilton Daytona Beach Loan”) as evidenced by the Secured Promissory Note (the “Hilton Daytona Beach Note”) is secured by a first priority fee/leasehold Mortgage and Security Agreement and Assignment of Leases and Rents (the “Hilton Daytona Beach Mortgage”) encumbering the 744 room, full service hospitality property located in Daytona Beach, Florida (the “Hilton Daytona Beach Property”). The Hilton Daytona Beach Loan was originated on October 5, 2007 by or on behalf of Principal Commercial Funding II, LLC.

The Borrower.    The borrower is GEPA Hotel Owner Daytona Beach LLC (the “Hilton Daytona Beach Borrower”), which is 100% owned by GEPA Hotel Owner Venture, LLC. The GEPA Hotel Owner Venture, LLC is comprised of 3% ownership by Pyramid Acquisition Fund I-A, LLC with Pyramid Advisors LLC as its sole member and 97% ownership by GEPT GEPA Hotel Owner Portfolio LLC with General Electric Pension Trust (GEPT) as sole member.

General Electric Asset Management Incorporated (GEAM), a wholly owned subsidiary of General Electric Company, is the advisor to GEPT. GEAM was established and registered with the SEC in 1988 as a separate investment advisor to provide investment management services to external institutions and mutual fund advisors. GEAM currently manages funds in excess of $197 billion.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-40


Mortgage Loan No. 4 – Hilton Daytona Beach

 

 

The Property.    The Hilton Daytona Beach Property is a 16-story, 744 room full service lodging facility that opened in 1988 and was renovated in 2002 and 2004-2005. The Hilton Daytona Beach Property’s room breakdown is as follows: 505 Queen/Queen, 139 King, 39 Queen, 32 suites, and 29 cabanas. The subject hotel has approximately 60,000 square feet (indoor and outdoor) of flexible meeting space offered through 32 individual meeting rooms. Food and beverage amenities include seven restaurants and lounges including room service, sports bar, pool bar and full service dining. A new Hyde Park Prime Steak House will be opening in the hotel in November 2007. Other amenities include: 2 pools, sauna and hot tubs, two fitness centers, 4-treatment room spa, gift shop, business center, and D-Dawg’s Kidzone Club and children’s pool. Parking is available for 791 vehicles onsite and via a long-term leased site with the City. The hotel site encompasses 7.14 acres. Guestrooms feature an entertainment armoire with 25” television and dresser, a work desk with chair, an armchair, bedside tables, lighting fixtures, and a coffeemaker, as well as an iron and ironing board. In-room amenities include wireless, high-speed Internet access and a telephone with voicemail and data port. Suites are available for a premium rate and feature a larger living space. Guestroom renovations included new case goods, softgoods, carpeting and wall decor in 2005.

The Hilton Daytona Beach Property is located at 100 North Atlantic Avenue, Daytona Beach, Florida. Daytona Beach is at the juncture of the east/west Interstate 4 and the north/south Interstate 95. The Hilton Daytona Beach Property is located in the heart of Ocean Walk Village and Shoppes, and is located across the street from the Ocean Convention Center and Peabody Auditorium. The hotel is located two blocks north of Main Street, the Pier and the Boardwalk.

The following table presents certain information relating to historical Occupancy, ADR and RevPAR:

 

SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR
     Competitive Set (1)   Hilton Daytona Beach   Penetration Factor
Year   Occupancy   ADR   RevPAR   Occupancy   ADR   RevPAR   Occupancy   ADR   RevPAR
2005   81.1%   $123.93   $100.45   45.0%   $145.05     $65.32     55.5%   117.0%     65.0%
2006   68.6%   $151.09   $103.60   66.6%   $150.51   $100.29     97.1%     99.6%     96.8%
TTM 07/2007   61.8%   $143.99     $88.92   64.4%   $142.36     $91.74   104.2%     98.9%   103.2%

 

(1) Data Provided by Smith Travel Research. Competitive set includes the following: La Playa Resort; The Shores Resort & Spa; Holiday Inn Daytona Beach; Hilton Garden Inn Daytona Beach Airport; Courtyard Daytona Beach Airport

Escrows and Reserves.    At loan closing, the Hilton Daytona Beach Borrower posted a letter of credit in the total amount of $8,878,202 (the “Debt Service LOC”). The Debt Service LOC will be released to the Hilton Daytona Beach Borrower on or after January 1, 2008 upon the satisfaction of certain conditions, including a DSCR at least equal to 1.30x calculated based on a 30-year loan amortization schedule and trailing 12 months of revenue. The Hilton Daytona Beach Borrower shall deposit with lender on a monthly basis an amount equal to 1/12th of the greater of (i) 4% of the yearly total revenues (which includes room, food & beverage, telephone, and other revenue as customarily derived in conformance with the Uniform System of Accounting for Lodging Industry) or (ii) the annual amount required by the management agreement into a furniture, fixture and equipment escrow. Upon the occurrence of an event of default or in the event the DSCR calculated net of the amount of the Debt Service LOC falls below 1.00x for three consecutive months, the Hilton Daytona Beach Borrower is required to deposit monthly 1/12 of the estimated annual taxes and insurance premium costs.

Lockbox and Cash Management.    A hard lockbox is in place with respect to the Hilton Daytona Beach Loan.

Property Management.    The Hilton Daytona Beach Property is managed by Pyramid Acquisition Management LLC (Pyramid) which is an affiliate of the Hilton Daytona Beach Borrower. Pyramid provides a full range of hotel management services to owners, including project management, asset management, and acquisition services. The company currently manages 36 hotel properties totaling over 11,100 hotel rooms located in 17 states throughout the U.S.

Mezzanine Loan and Preferred Equity Interest.    Future mezzanine financing is permitted subject to various conditions including but not limited to: (i) the aggregate balance of such mezzanine loan and the Hilton Daytona Beach Loan will not result in an aggregate LTV greater than 63% and DSCR less than 1.15x; (ii) the senior lender must approve the mezzanine lender and financing documents and enter into an intercreditor agreement with mezzanine lender; and (iii) confirmation from applicable rating agencies of no downgrade, withdrawal or qualification to the current ratings resulting from the mezzanine financing.

Additional Secured Indebtedness (not including trade debts).    Not allowed.

Release of Parcels.    Not allowed.

Certain additional information regarding the Hilton Daytona Beach Loan and the Hilton Daytona Beach Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-41


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-42


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-43


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

Loan Information

Mortgage Loan Seller:

  MSMCH

Original Balance(1):

  $89,754,338

Cut-off Date Balance(1):

  $89,754,338
Shadow Rating (Fitch/S&P/DBRS):   NAP

Loan Purpose:

  Acquisition

First Payment Date:

  September 1, 2007

Interest Rate:

  6.383%

Amortization:

  Interest Only

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  August 1, 2017

Expected Maturity Balance(1):

  $89,754,338

Sponsor(s):

  Kohlberg Kravis Roberts and Clayton, Dubilier & Rice
   

Interest Calculation:

  Actual/360

Call Protection:

  Locked out until the earlier of (i) the date on which the entire principal amount of the whole loan is securitized or (ii) August 1, 2008, then prepayable with the payment of the greater of yield maintenance or 3.0% until the date that is two years after the securitization of the last pari passu note from which date only defeasance is permitted. Prepayable without a premium from and after February 1, 2017.
   

Loan per SF(1):

  $52.24
   

Up-front Reserves:

  Base Rent:   $4,382,088
    Environmental Testing(2):   $2,556,875
   

Ongoing Reserves:

  RE Tax:   Springing
    Insurance:   Springing
    Ground Rent:   Springing
   

Lockbox:

  Hard
         

 

Property Information

Single Asset/Portfolio:

  Portfolio of 38 assets
   

Property Type:

  Industrial (37)/ Office (1)
   

Property Sub-type:

  Warehouse (37)/ Suburban (1)
   

Location:

  See table below
   
     
   

Year Built/Renovated:

  See table below
   

Percent Leased(3):

  100.0%
   

Square Footage:

  9,042,097
   

The Collateral:

  37 warehouse/distribution centers and 1 office
   

Ownership Interest:

  Fee
     

Property Management:

  U.S. Foodservice, Inc.
     
     
     
     
     
   
     
     
     
   
     
   

3rd Most Recent NOI (As of):

  NAP
   

2nd Most Recent NOI (As of):

  NAP
   

Most Recent NOI (As of):

  NAP
   

U/W Net Op. Income:

  $50,960,217
   

U/W Net Cash Flow:

  $49,030,304
   

U/W Occupancy:

  100.0%
   

Appraised Value:

  $629,855,000
   

Cut-off Date LTV(1):

  75.0%
   

Maturity Date LTV(1):

  75.0%
   

DSCR(1):

  1.60x
     
(1) The subject $89,754,338 loan represents a 19.0% pari passu interest in a $472,391,250 mortgage loan. The whole loan consists of six pari passu notes and the subject loan is the A-5 note. Deutsche Mortgage & Asset Receiving Corporation, COMM 2007-C9 trust currently owns the $89,754,335 pari passu A-1 note; Citigroup Global Markets Realty Corp. currently owns the $89,754,338 pari passu A-2 note; Goldman Sachs Mortgage Company currently owns the $67,709,413 pari passu A-3 note; JPMorgan Chase Bank, N.A. currently owns the $67,709,413 pari passu A-4 note; and German American Capital Corporation currently owns the $67,709,413 pari passu A-6 note. It is anticipated that each pari passu note will be contributed to one or more future securitizations. See “The Loan” section herein for additional information. All LTV, DSCR and Loan per SF numbers in this table reflect the entire mortgage loan amount.

 

(2) See “Escrows and Reserves” for specific details.

 

(3) Based on the appraisal dated November 15, 2007.

The USFS Industrial Distribution Portfolio Loan

The Loan.    The fifth largest loan (the “USFS Industrial Distribution Portfolio Loan”) as evidenced by a Promissory Note is secured by first priority fee mortgages or deeds of trust (collectively, the “USFS Industrial Distribution Portfolio Mortgage”) encumbering 37 warehouse/distribution centers and 1 office building that total approximately 9,042,097 square feet, located in 25 states throughout the continental United States (the “USFS Industrial Distribution Portfolio”). The USFS Industrial Distribution Portfolio Loan was co-originated on July 3, 2007 by Morgan Stanley Mortgage Capital Holdings LLC and five other lenders set forth below.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-44


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

The USFS Industrial Distribution Portfolio Loan, evidenced by the A-5 note, is part of a $472,391,250 whole loan (the “USFS Industrial Distribution Portfolio Whole Loan”) that consists of the USFS Industrial Distribution Portfolio Loan and $382,636,912 of pari passu debt. The USFS Industrial Distribution Portfolio Whole Loan is split into six pari passu A-notes as follows: (i) the $89,754,338 USFS Industrial Distribution Portfolio Loan (19.0%) is currently owned by Morgan Stanley Mortgage Capital Holdings LLC and will be deposited to the trust, (ii) the $89,754,335 A-1 note (19.0%) owned by Deutsche Mortgage & Asset Receiving Corporation has been contributed to the COMM 2007-C9 trust, (iii) the $89,754,338 A-2 note (19.0%) owned by Citigroup Global Markets Realty Corp. has been contributed to the 2007-GG11 trust, (iv) the $67,709,413 A-3 note (14.3%) is currently owned by Goldman Sachs Mortgage Company, (v) the $67,709,413 A-4 note (14.3%) currently owned by JP Morgan Chase Bank, N.A. has been contributed to the JPMCC 2007-CIBC20 trust and (vi) the $67,709,413 A-6 note (14.3%) is currently owned by German American Capital Corporation. The respective rights of the holders of the pari passu A-notes and the USFS Industrial Distribution Portfolio Loan will be governed by a co-lender agreement described under “Description of the Mortgage Pool—The Non-Trust Serviced Pari Passu Loans—USFS Industrial Distribution Portfolio Pari Passu Loan.” The pooling and servicing agreement of the COMM 2007-C9 securitization will govern the servicing of the USFS Industrial Distribution Portfolio. It is anticipated that each pari passu A-note will be contributed to one or more future securitizations.

On July 3, 2007, Kohlberg Kravis Roberts and Clayton, Dubilier & Rice (the “Sponsors”) acquired 100% of the outstanding shares of capital stock of U.S. Foodservice, Inc. (“U.S. Foodservice”), a wholly-owned subsidiary of Koninklijke Ahold N.V. (“Ahold”). The total purchase price was approximately $7.3 billion, which was financed with a $4.979 billion debt financing and $2.25 billion of sponsor equity. The total debt commitment is split into $4.349 billion of non-CMBS financing comprised of asset-based lending cash, and various unsecured credit facilities. The remaining $630 million of debt is comprised of the USFS Industrial Distribution Portfolio Whole Loan (as defined above) and $169 million of floating rate CMBS debt net of closing costs. The USFS Industrial Distribution Portfolio Whole Loan was used by the borrower to acquire the 38 properties which comprise the USFS Industrial Distribution Portfolio Properties. The USFS Industrial Distribution Portfolio Properties were all simultaneously leased back by the borrower, as landlord, to U.S. Foodservice, Inc., as tenant, under an absolute triple-net 20-year unitary master lease. The borrower has $157.4 million of cash equity in the USFS Industrial Distribution Portfolio Properties. See “Tenant” and “Master Lease” below.

The Borrower.    The borrower, USF Propco I, LLC, a Delaware limited liability company, is a single-purpose, bankruptcy-remote entity with two independent directors (the “USFS Industrial Distribution Portfolio Borrower”). The USFS Industrial Distribution Portfolio borrower is sponsored by Kohlberg Kravis Roberts (50%) and Clayton, Dubilier & Rice (50%).

Kohlberg Kravis Roberts (“KKR”) is a private equity firm that was founded in 1976 and specializes in management buyouts. KKR has offices in New York, Menlo Park, London, Paris, Hong Kong and Tokyo, and implements an investment approach that is focused on acquiring business franchises and implementing value-creating strategies. Since its founding, KKR has completed more than 150 transactions with an aggregate value of over $279 billion.

Clayton, Dubilier & Rice (“CD&R”) is a private equity firm that was founded in 1978, and has acquired approximately 40 businesses primarily consisting of subsidiaries or divisions of large multi-business corporations. CD&R’s acquisitions represent a broad range of industries with an aggregate transaction value in excess of $50 billion. CD&R has substantial direct experience in the foodservice distribution industry having managed funds that owned Alliant Foodservice, Inc., a $7 billion foodservice distributor and Brakes, Europe’s largest broadline foodservice distributor.

The Property.    The USFS Industrial Distribution Portfolio Properties consist of 37 warehouse distribution centers and 1 office building comprising approximately 9,042,097 square feet located in 25 states throughout the continental United States. The USFS Industrial Distribution Portfolio Properties were built between 1948 and 2000 and are used to service approximately 250,000 customers ranging from independent establishments to large multi-national companies. The USFS Industrial Distribution Portfolio Properties are 100% leased to U.S. Foodservice, the second largest food distributor in the United States under a 20-year absolute triple net lease at an initial in-place rental rate of $5.82 per sq. ft. The USFS Industrial Distribution Portfolio Properties accounted for approximately 60% of U.S. Foodservice’s 2006 Four Wall EBITDAR (see footnote 1 to the second table below for the definition of “Four Wall EBITDAR”).

The USFS Industrial Distribution Portfolio Properties range in size from 19,346 sq. ft. to 504,627 sq. ft. with an average of approximately 237,950 sq. ft. A majority of the USFS Industrial Distribution Portfolio Properties are large multi-use warehouse distribution facilities with over 78.2% of the USFS Industrial Distribution Portfolio Properties over 200,000 sq. ft. On average, approximately 62% of the NRA of each of the USFS Industrial Distribution Portfolio Properties is utilized for dry storage (includes office and dock space) while the remaining NRA is utilized for warehouse cooler storage (17% of NRA) and warehouse freezer storage (21% of NRA). The USFS Industrial Distribution Portfolio Properties offer ceiling heights ranging from 14 feet to 40 feet, with an average of 30 feet, and have 2 to 67 dock doors with an average of 32 dock doors per property.

The USFS Industrial Distribution Portfolio Properties are located within close proximity to major metropolitan areas, and have easy access to major roadways. The USFS Industrial Distribution Portfolio Properties average 21.4 miles from each of their respective metropolitan statistical areas (“MSA”), enabling widespread regional service. Approximately 63.2% of the USFS Industrial Distribution Portfolio Properties are located within the top 50 MSAs in the United States.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-45


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

See tables below for additional information about the USFS Industrial Distribution Portfolio Properties:

 

Property Name   Location   MSA  

Allocated Cut-

Off Date Whole
Loan Balance

 

Allocated Cut-

Off Date Whole
Loan Balance
as a % of Total

  Allocated
Cut-Off
Date Whole
Loan
Balance
PSF
  Year Built/
Renovated
  Net
Rentable
Area
(SF)
  Appraised
Value
(1)
  Appraised
Value PSF
15155 Northam Street   La Mirada, CA   Los Angeles   $45,375,000   9.61%   $104   1995/2000,2005   436,739   $60,500,000   $139
120 Longs Pond Road   Lexington, SC   Columbia   $27,750,000   5.87%   $55   1988/1992, 2004   504,627   $37,000,000   $73
7004 E. Hanna Avenue   Tampa, FL   Tampa   $23,700,000   5.02%   $70   1989/2006   336,634   $31,600,000   $94
1685 W. Cheyenne Avenue   North Las Vegas, NV   Las Vegas   $23,250,000   4.92%   $76   1997   307,790   $31,000,000   $101
7801 Statesville Road   Charlotte, NC   Charlotte   $22,672,500   4.80%   $53   1992/1997   427,894   $30,230,000   $71
300 Lawrence Dr.   Livermore, CA   San Francisco   $21,525,000   4.56%   $65   1992/2002   330,250   $28,700,000   $87
4550 W. Buckeye Road   Phoenix, AZ   Phoenix-Mesa   $20,865,000   4.42%   $66   1989/1998   313,900   $27,820,000   $89
8024 Telegraph Road   Severn, MD   Baltimore   $19,800,000   4.19%   $57   1989/1998   346,271   $26,400,000   $76
10211 North I-35 Service Road   Oklahoma City, OK   Oklahoma City   $19,575,000   4.14%   $61   1999/2007   321,769   $26,100,000   $81
7598 NW 6th Avenue   Boca Raton, FL   Fort Lauderdale   $18,750,000   3.97%   $109   1993   172,200   $25,000,000   $145
11994 Livingston Road   Manassas, VA   Washington, DC   $17,925,000   3.79%   $62   1985/1995,1998,2007   287,080   $23,900,000   $83
1500 NC Hwy 39   Zebulon, NC   Atlanta   $16,762,500   3.55%   $43   1996/2007   394,065   $22,350,000   $57
28001 Napier Road   Wixom, Ml   Detroit   $13,500,000   2.86%   $47   1999   286,800   $18,000,000   $63
11955 E. Peakview Ave.   Centennial, CO   Denver   $12,825,000   2.71%   $34   1987/1998   381,032   $17,100,000   $45
12301 Cumberland Road   Fishers, IN   Indianapolis   $12,375,000   2.62%   $54   1998   229,062   $16,500,000   $72
1899 N U.S. Hwy 1   Ormand Beach, FL   Daytona Beach   $11,625,000   2.46%   $58   1986-1998   202,143   $15,500,000   $77
222 Otrobando Ave. P.O. Box 103   Norwich, CT   Hartford   $11,250,000   2.38%   $47   1948, 1995/1999   240,609   $15,000,000   $62
9605 54th Avenue North   Plymouth, MN   Minneapolis/St. Paul   $11,250,000   2.38%   $51   1986/1997, 2003   219,530   $15,000,000   $68
W137 N9245 Highway 45   Menomonee Falls, Wl   Milwaukee   $10,650,000   2.25%   $62   1982/1988   172,826   $14,200,000   $82
950 South Shiloh Road and
1992 Forest Lane
  Garland, TX   Dallas   $10,125,000   2.14%   $28   1989/2007   357,370   $13,500,000   $38
111 Alliant Drive   Houston, TX   Houston   $9,900,000   2.10%   $59   2000   167,939   $13,200,000   $79
755 Pierce Road   Clifton Park, NY   Schenectady   $8,850,000   1.87%   $59   1986/1996   150,000   $11,800,000   $79
40 Fort Lewis Boulevard   Salem, VA   Roanoke   $8,850,000   1.87%   $25   1972/2002   356,178   $11,800,000   $33
8000 Bavaria Road   Twinsburg, OH   Cleveland   $8,287,500   1.75%   $49   1991/2005   167,575   $11,050,000   $66
10410 S. 50th Place   Phoenix, AZ   Phoenix-Mesa   $7,620,000   1.61%   $122   1985/2004   62,388   $10,160,000   $163
1 Quality Lane   Streator, IL   Chicago   $7,275,000   1.54%   $47   1978/1995   155,100   $9,700,000   $63
2850 Selma Highway   Montgomery, AL   Montgomery   $6,892,500   1.46%   $23   1965/1999   304,112   $9,190,000   $30
5445 Spellmire Drive   Cincinnati, OH   Cincinnati   $5,947,500   1.26%   $29   1988/1996   203,958   $7,930,000   $39
1350/1400 N. 10th Street   Paducah, KY   Paducah-McCraken   $5,568,750   1.18%   $36   1976/1998   155,994   $7,425,000   $48
1044/1045 Garden Street   Greensburg, PA   Pittsburgh   $5,445,000   1.15%   $17   1956/2006   323,900   $7,260,000   $22
4601 32nd Ave S   Grand Forks, ND   Grand Forks   $5,306,250   1.12%   $45   1994/2004   119,220   $7,075,000   $59
5353 Nathan Lane North   Plymouth, MN   Minneapolis   $4,181,250   0.89%   $52   1990/2007   79,855   $5,575,000   $70
125 Gardenville Parkway West   Cheektowaga, NY   Buffalo   $3,975,000   0.84%   $26   1970/1988, 1998   150,104   $5,300,000   $35
6315 John J Pershing Drive   Omaha, NE   Omaha   $3,225,000   0.68%   $30   1990/2003   107,000   $4,300,000   $40
3500 Saratoga Ave   Bismarck, ND   Bismarck   $2,887,500   0.61%   $44   1996/2006   65,800   $3,850,000   $59
333-340 Cleremont Avenue   Chicago, IL   Chicago   $2,700,000   0.57%   $57   1960/2007   47,700   $3,600,000   $75
2575 Virginia Avenue   Hurricane, WV   Charleston   $2,700,000   0.57%   $20   1969/1997-2001   137,337   $3,600,000   $26
345 Kino Drive   Tucson, AZ   Tucson   $1,230,000   0.26%   $64   1960/2001   19,346   $1,640,000   $85
Total/Weighted Average           $472,391,250   100.00%   $52       9,042,097   $629,855,000   $70

 

(1) Construction for the expansion of the following properties is currently in various stages of completion: 1685 West Cheyenne Avenue (North Las Vegas, NV), 10211 North I-35 Service Road (Oklahoma City, OK), 1500 NC Hwy 39 (Zebulon, NC), 950 South Shiloh Road & 1992 Forest Lane (Garland, TX). Square footage figures for each of the above properties with the exception of the 1685 West Cheyenne Avenue property (which has only recently commenced construction) include the expansion space. However, while any expansion within the portfolio provides additional collateral for the loan, appraised value and LTV statistics do not attribute any value to any expansion space planned, currently in progress or near completion.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-46


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

Property Name   % of Portfolio
Four Wall
EBITDAR
(1)
  2006 Sales
per Sq. Ft.
  Total Sq. Ft.   Dry Storage
% of Sq.
Ft.
(2)
  Cooler %
of Sq. Ft.
  Freezer % of
Sq. Ft.
  Ceiling
Height
(feet)
(3)
  Bay
Doors
15155 Northam Street   5.78%   $1,179.93   436,739   57%   15%   27%   40   57
120 Longs Pond Road   11.14%   $1,204.24   504,627   50%   16%   35%   40   56
7004 E. Hanna Avenue   3.60%   $891.30   336,634   53%   23%   23%   35   34
1685 W. Cheyenne Avenue   4.32%   $1,255.98   307,790   65%   16%   19%   30   46
7801 Statesville Road   3.22%   $1,107.86   427,894   55%   21%   24%   40   67
300 Lawrence Dr.   5.27%   $1,500.47   330,250   62%   16%   22%   30   36
4550 W. Buckeye Road   4.66%   $1,286.98   313,900   58%   14%   28%   32   40
8024 Telegraph Road   2.60%   $1,109.30   346,271   59%   18%   23%   35   43
10211 North I-35 Service Road   2.95%   $871.60   321,769   63%   13%   24%   36   41
7598 NW 6th Avenue   0.78%   $861.43   172,200   59%   20%   21%   32   30
11994 Livingston Road   3.29%   $870.44   287,080   59%   21%   20%   43   42
1500 NC Hwy 39   6.66%   $1,082.52   394,065   64%   13%   23%   40   47
28001 Napier Road   1.91%   $1,192.35   286,800   59%   21%   20%   35   7
11955 E. Peakview Ave.   4.66%   $982.36   381,032   70%   20%   10%   35   39
12301 Cumberland Road   2.83%   $931.11   229,062   65%   14%   22%   28   36
1899 N U.S. Hwy 1   2.59%   $1,116.21   202,143   51%   17%   32%   27   46
222 Otrobando Ave. P.O. Box 103   0.86%   $741.90   240,609   81%   6%   13%   44   39
9605 54th Avenue North   3.03%   $1,318.02   219,530   70%   6%   24%   30   25
W137 N9245 Highway 45   0.37%   $591.92   172,826   57%   19%   24%   30   22
950 South Shiloh Road and 1992 Forest Lane   3.18%   $891.75   357,370   59%   15%   26%   27   28
111 Alliant Drive   0.91%   $854.43   167,939   54%   27%   19%   34   29
755 Pierce Road   3.14%   $1,631.52   150,000   47%   23%   31%   33   33
40 Fort Lewis Boulevard   4.56%   $958.93   356,178   60%   13%   27%   32   56
8000 Bavaria Road   1.21%   $1,048.76   167,575   46%   30%   24%   28   29
10410 S. 50th Place   -4.22%   NAP   62,388   NAP   NAP   NAP   NAP   NAP
1 Quality Lane   0.84%   $1,622.31   155,100   46%   29%   26%   27   26
2850 Selma Highway   5.61%   $1,440.65   304,112   62%   10%   27%   38   55
5445 Spellmire Drive   2.74%   $1,018.23   203,958   58%   15%   27%   35   30
1350/1400 N. 10th Street   1.37%   $1,077.68   155,994   63%   18%   19%   36   22
1044/1045 Garden Street   3.57%   $696.31   323,900   81%   6%   12%   30   30
4601 32nd Ave S   2.13%   $1,207.46   119,220   22%   23%   22%   31   11
5353 Nathan Lane North   NAP   NAP   79,855   100%   0%   0%   24   6
125 Gardenville Parkway West   0.92%   $979.20   150,104   67%   8%   25%   32   25
6315 John J Pershing Drive   0.75%   $1,240.96   107,000   63%   15%   22%   24   18
3500 Saratoga Ave   NAP   NAP   65,800   64%   22%   14%   31   12
333-340 Cleremont Avenue   1.07%   $2,217.80   47,700   40%   47%   13%   14   4
2575 Virginia Avenue   1.59%   $855.78   137,337   70%   9%   20%   32   17
345 Kino Drive   0.23%   $410.09   19,346   54%   41%   5%   16   2
Total/Weighted Average:   100.00%   $1,058.18   9,042,097   62%   17%   21%   30   32

 

(1) Four Wall EBITDAR is defined as earnings from operations (after deducting compensation payable directly or indirectly to employees in the nature of regular salaries, wages and bonuses), plus, to the extent deducted in determining such earnings: interest expense, income taxes, depreciation and amortization, any rental expense on real property, corporate-level overhead expense, royalty charges from affiliates, pre-opening expenses and restructuring expenses, provisions for impairments, closings and disposals, and any non-cash charges. Total 2006 Four Wall EBITDAR for the portfolio properties was reported to equal approximately $473,736,454.

 

(2) Dry Storage allocation includes dry storage, dock space and office space.

 

(3) Ceiling height only applies to distribution space height.

Tenant.    U.S. Foodservice is the second largest foodservice distributor in the United States with $19.2 billion of net sales in 2006, and one of only two national broadline foodservice distributors. U.S. Foodservice serves geographical areas that represent over 90% of the country’s population. U.S. Foodservice operates more than 70 facilities with 27,000 employees and distributes food and related products to over 250,000 customers, including restaurants, hospitals, hotels, schools, the government and other establishments where food is prepared. Customers are served by a sales force of approximately 4,800 people with a separate sales force dedicated to the needs of national account customers. U.S. Foodservice offers an array of fresh, frozen, dry and non-food products with over 300,000 stock-keeping units (“SKU”) and a private label product portfolio encompassing 4,000 SKUs. U.S. Foodservice has approximately 6,000 suppliers and a private refrigerated transport fleet with more than 6,000 tractor trailers traveling over 250 million miles annually. Broadline is U.S. Foodservice’s primary segment and accounted for 85% of net sales for the fiscal year ending December 30, 2006. Broadline customers are primarily independently owned restaurants as well as a diverse group of other independent customers such as country clubs, caterers, independent nursing homes and community centers. The North Star business segment accounted for 15% of net sales for the fiscal year ending December 30, 2006. North Star primarily serves “National Chain Restaurant” customers, which are generally large multi-unit customers with a national presence in the casual dining and quick service restaurant categories.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-47


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

U.S. Foodservice has been in operation for over 150 years and through acquisition and growth, three companies (U.S. Foodservice, PYA/Monarch and Alliant Foodservice) emerged and became U.S. Foodservice. In 2000, Ahold entered the United States foodservice distribution industry through the acquisition of U.S. Foodservice and PYA/Monarch. In November 2001, Ahold acquired Alliant Foodservice and established U.S. Foodservice as the second largest broadline foodservice distribution company in the United States. In November 2006, Ahold cited limited near-term synergies between U.S. Foodservice and its retail operations, and decided to focus their resources and expertise wholly on the future growth of their retail businesses with the divestiture of U.S. Foodservice to the sponsors.

The commercial foodservice market has experienced uninterrupted annual growth every year since 1975, increasing at an average annual growth rate of over 6% for the past 30 years. The percentage of consumer spending in the foodservice market has increased steadily during this period and the shift is expected to continue as a result of rising disposable income, an increase in the number of restaurants, and favorable demographic trends such as an aging population base that spends more per capita at foodservice establishments.

Master Lease.    U.S. Foodservice is subject to a 20-year absolute triple-net unitary master lease (the “U.S. Foodservice Lease”) expiring on July 31, 2027 at an initial NNN base rent of $52,585,051 and an average NNN base rent of $55,214,304 during the term of the USFS Industrial Distribution Portfolio Loan. The lease is structured with contractual rent increases of 10% on the fifth, tenth, and fifteenth anniversary dates of the lease commencement date in July 2007. The contractual rental rate for the USFS Industrial Distribution Portfolio Properties was determined in accordance with the alternate use market rent for each USFS Industrial Distribution Portfolio Property as concluded by the appraisers. The lease does not contain any extension options or termination options. U.S. Foodservice is responsible for the payment of all real estate taxes, insurance premiums, operating expenses and capital expenditures.

The following table presents certain information relating to the USFS Industrial Distribution Portfolio Loan:

 

Base Lease Term Schedule of Rents
Period    Rentable SF    Rent PSF    Total NNN Base Rent
Years 1-5    9,042,097    $5.82    $52,585,051
Years 6-10    9,042,097    $6.40    $57,843,556
Years 11-15    9,042,097    $7.04    $63,627,911
Years 15-20    9,042,097    $7.74    $69,990,703

Escrows and Reserves.    At loan closing, the USFS Industrial Distribution Portfolio Borrower deposited $2,556,875 (representing 125% of the estimated costs) to cover environmental testing and any possible remediation (if found) with respect to various individual USFS Industrial Distribution Portfolio Properties. The environmental assessment recommended that certain additional tests be completed to assess underground storage tanks, oil water separators and other matters for which there has not been recently completed testing. However, there is no indication in the environmental assessment that there is any environmental contamination at these properties. The environmental escrow amount may be disbursed from time to time, provided that in no event may any allocated environmental testing amount (as identified on a property by-property basis) be reduced to less than 20% of such allocated environmental testing amount prior to the final installment.

On September 1, 2007, the borrower deposited $4,382,088 (the amount equal to one month of base rent under the U.S. Foodservice Lease) into a reserve account, to be held as additional collateral for the USFS Industrial Distribution Portfolio Loan. In addition, from and after the occurrence of an event of default under the USFS Industrial Distribution Portfolio Whole Loan, escrows will be required for (i) 1/12 of estimated annual real estate taxes, (ii) 1/12 of estimated annual insurance premiums and (iii) ground rent payable with respect to certain USFS Industrial Distribution Portfolio Properties.

Lockbox and Cash Management.    A hard lockbox is in place with respect to the USFS Industrial Distribution Portfolio Whole Loan. The lockbox will remain in place until the USFS Industrial Distribution Portfolio Loan has been repaid in full.

Property Management.    The USFS Industrial Distribution Portfolio Properties are managed by U.S. Foodservice, Inc., the tenant under the U.S. Foodservice Lease.

Mezzanine Loan and Preferred Equity Interest.    Not allowed.

Additional Secured Indebtedness (not including trade debts).    The USFS Industrial Distribution Portfolio Mortgage also secures five other pasi passu notes with the aggregate principal balance as of the Cut-off Date of $382,636,912. See “—Loan” above.

Release of Parcels.    The USFS Industrial Distribution Portfolio Borrower is permitted to obtain a release of an individual property in connection with a sale of such property to a third party for fair market value, subject to the satisfaction of certain conditions, including, but not limited to: (i) the payment of a release price in an amount equal to the greater of (a) 90% of the net proceeds from such sale and (b) 110% of the allocated loan amount which prepayment must be accompanied by a yield maintenance premium, or from and after the expiration of the defeasance lockout period, instead effecting a partial defeasance (as set forth below), (ii) after giving effect to such release, the DSCR of the remaining USFS Industrial Distribution Portfolio Properties may not be less than the greater of (a) 80% of the DSCR immediately prior to such release and (b) the DSCR at loan closing, and (iii) after giving effect to such release, the LTV of the USFS Industrial Distribution Portfolio Properties may not be greater than the LTV at loan closing.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-48


Mortgage Loan No. 5 – USFS Industrial Distribution Portfolio

 

 

At any time subsequent to the defeasance lockout period (which is the period commencing on the first day after the expiration of the prepayment lockout period and ending on the date that is 2 years after the date on which the entire principal amount of each pari passu note is securitized) and prior to the date that is 6 months prior to the maturity date, the USFS Industrial Distribution Portfolio Loan allows for a release of an individual property by defeasance, subject to the satisfaction of certain conditions, including, but not limited to: (i) the applicable conditions set forth in the immediately preceding paragraph regarding a property release are satisfied, (ii) the defeasance collateral has been deposited as set forth in the loan documents, and (iii) the lender has received a written confirmation from each rating agency that such defeasance will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned by such rating agency to any class of certificates.

Property Substitution.    The USFS Industrial Distribution Portfolio Borrower may substitute one or more similar fee owned or ground leased property for any of the USFS Industrial Distribution Portfolio Properties, subject to the satisfaction of certain conditions, including, but not limited to: (i) such substitution satisfies REMIC eligibility; (ii) after giving effect to such substitution, the DSCR is not less than the greater of (a) 80% of the DSCR immediately prior to such substitution and (b) the DSCR at loan closing; (iii) after giving effect to such substitution, the LTV is not greater than the lesser of (a) the LTV immediately prior to such substitution and (b) the LTV at loan closing, (iv) the lender has received a written confirmation from each rating agency that such substitution will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned by such rating agency to any class of certificates and (v) the USFS Industrial Distribution Portfolio Borrower has submitted customary due diligence materials satisfying the criteria described in the loan documents. The substitute property will also be subject to a geographic diversity test, so that USFS Industrial Distribution Portfolio Properties located in a single state do not cause the aggregate release amounts with respect to individual properties located in any single state to exceed 30% of the principal amount. The substitute property must be made subject to the U.S. Foodservice Lease and may not have a value that is less than the property being replaced. The USFS Industrial Distribution Portfolio Borrower will not be permitted to substitute properties with an aggregate release amount equal to more than 30% of the principal amount, subject to REMIC eligibility tests.

Certain additional information regarding the USFS Industrial Distribution Portfolio Loan and the USFS Industrial Distribution Portfolio Properties is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-49


Mortgage Loan No. 6 – Wyvernwood Garden Apartments

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-50


Mortgage Loan No. 6 – Wyvernwood Garden Apartments

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-51


Mortgage Loan No. 6 – Wyvernwood Garden Apartments

 

 

Loan Information

Mortgage Loan Seller:

  MSMCH

Original Balance(1):

  $86,000,000

Cut-off Date Balance(1):

  $86,000,000

Shadow Rating

(Fitch/S&P/DBRS):

  NAP

Loan Purpose:

  Refinance

First Payment Date:

  July 8, 2007

Interest Rate:

  6.050%

Amortization:

  Interest Only

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  June 8, 2012

Expected Maturity Balance(1):

  $86,000,000

Sponsor(s):

  Mark Sanders and Ian Sanders

Interest Calculation:

  Actual/360

Call Protection:

  Prepayable with the greater of Yield Maintenance or 1% until March 7, 2012. Prepayable without a premium from and after March 8, 2012.

Loan per Unit:

  $72,451.56
   

Up-front Reserves:

  RE Tax:   $42,744
  Insurance:   $163,640
  Interest Reserve(2):   $2,325,000
    Renovation Reserve(2):   $1,200,000
    Holdback Reserve(2):   $540,000
   

Ongoing Reserves:

  RE Tax:   $42,744/month
    Insurance:   $23,030/month
  Cap Ex:   $24,737/month

Lockbox:

  Soft, Springing Hard
         
Property Information

Single Asset/Portfolio:

  Single Asset

Property Type:

  Multifamily

Property Sub-type:

  Garden

Location:

  Los Angeles, CA

Year Built/Renovated:

  1939/1999, 2000 & 2004-2006

Percent Leased(3):

  93.9%

Units:

  1,187

The Collateral:

  A 151-building multifamily apartment complex

Ownership Interest:

  Fee

Property Management:

  Sawyer Property Management of California LLC
       
       
       
       
       
       
       

3rd Most Recent NOI (As of):

  $6,201,025   (2005)

2nd Most Recent NOI (As of):

  $6,614,954   (2006)

Most Recent NOI (As of):

  $6,768,744   (TTM 10/31/2007)

U/W Net Op. Income:

  $6,768,744    

U/W Net Cash Flow:

  $6,471,994

U/W Occupancy:

  94.4%

Appraised Value:

  $185,700,000

Cut-off Date LTV:

  46.3%

Maturity Date LTV:

  46.3%

DSCR:

  1.23x
         

 

(1) The subject $86,000,000 loan represents the senior portion of a $141,000,000 mortgage loan. The original and current principal balance of two subordinate notes is $55,000,000. See “The Loan” and “Additional Indebtedness” herein for additional information.

 

(2) See “Escrows and Reserves” for specific details.

 

(3) Percent Leased is based on the rent roll dated April 18, 2007.

The Wyvernwood Garden Apartments Loan

The Loan.    The sixth largest loan (the “Wyvernwood Garden Apartments Loan”) as evidenced by the Promissory Note is secured by a first priority fee Deed of Trust and Security Agreement (the “Wyvernwood Garden Apartments Mortgage”) encumbering a 1,187-unit 151-building apartment complex known as Wyvernwood Garden Apartments, located in Los Angeles, California (the “Wyvernwood Garden Apartments Property”). The Wyvernwood Garden Apartments Loan was originated on June 8, 2007 by or on behalf of Morgan Stanley Mortgage Capital Holdings LLC.

The Wyvernwood Garden Apartments Loan is the senior portion of a $141,000,000 whole mortgage loan (the “Wyvernwood Garden Apartments Whole Loan”). The remaining portion of the Wyvernwood Garden Apartments Whole Loan consists of a $28,000,000 subordinate note and a $27,000,000 subordinate note.

The Borrower.    The borrower is Thurman Interim California, LLC, a Delaware limited liability company (the “Wyvernwood Garden Apartments Borrower”) that owns no material asset other than the Wyvernwood Garden Apartments Property and related interests.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-52


Mortgage Loan No. 6 – Wyvernwood Garden Apartments

 

 

Brothers Mark Sanders and Ian Sanders, the sponsors of the Wyvernwood Garden Apartments Loan, indirectly control the Wyvernwood Garden Apartments Borrower.

The Property.    The Wyvernwood Garden Apartments Property is an 1,187-unit garden apartment complex located in the Boyle Heights neighborhood of Los Angeles, California, three miles southeast of the central business district of Los Angeles. The Wyvernwood Garden Apartment Property is comprised of 151 buildings, which are situated on a contiguous site of approximately 60.95 acres. The Wyvernwood Garden Apartments Property was originally constructed in 1939 and renovated in 1999, 2000 and 2004-2006.

 

Unit Type  

Number of

Units

  Percent
Leased
(1)
 

Average SF

per Unit

 

Average
Monthly
Market Rent

per Unit

 

Average
Monthly
Market Rent

per SF

  Average
Monthly
Contract Rent
per Unit
  Average
Monthly
Contract Rent
per SF
Studio   22   91%   300   700   2.33   $671   $2.24
1-Bedroom   449   93%   611   915   1.50   $764   $1.25
2-Bedroom   640   94%   831   1,244   1.50   $898   $1.08
3-Bedroom   76   99%   1,122   1,619   1.44   $1,115   $0.98

Total

  1,187   94%   757   $1,133   $1.51   $856   $1.16

 

  (1) Percent Leased is based on the rent roll dated October 26, 2007.

Escrows and Reserves.    At loan closing, the Wyvernwood Garden Apartments Borrower deposited (i) $2,325,000 into an interest reserve, which will be used to cover debt service shortfalls until the DSCR becomes equal to or exceeds 1.10x for a period of six consecutive calendar months and no event of default has occurred and is continuing (at which time any remaining interest reserve will be released to the Wyvernwood Garden Apartments Borrower), (ii) $1,200,000 into a renovation reserve for certain base building and unit renovations, and (iii) $540,000 as a holdback reserve, to be disbursed to the Wyvernwood Garden Apartments Borrower in monthly installments of $45,000 (1/12th of the initial holdback reserve) over the first year of the Wyvernwood Garden Apartments Whole Loan, or until the DSCR becomes equal to or exceeds 1.00x and no event of default has occurred and is continuing (at which time any remaining holdback reserve will be released to the Wyvernwood Garden Apartments Borrower). Additionally, the Wyvernwood Garden Apartments Borrower is required to escrow monthly 1/12 of annual real estate taxes and 1/12 of annual insurance premiums, as well as an amount equal to $24,737 into a capital expenditure reserve (which amount is not to be used for the renovations to be funded by the renovation reserve).

Lockbox and Cash Management.    A soft lockbox is in place with respect to the Wyvernwood Garden Apartments Loan. The lockbox springs to hard upon an event of default. The lockbox will be in place until the Wyvernwood Garden Apartments Loan has been repaid in full.

Property Management.    The Wyvernwood Garden Apartments Property is managed by the Sawyer Property Management of California LLC.

Mezzanine Loan and Preferred Equity Interest.    Not allowed.

Additional Secured Indebtedness (not including trade debts).    The Wyvernwood Garden Apartments Mortgage also secures two B-notes with a combined principal balance as of the Cut-off Date of $55,000,000, which are not included in the trust. The aggregate mortgage loan is $141,000,000 with an aggregate LTV of 75.9% and an aggregate underwritten DSCR of 0.69x. The first B-note ($28,000,000) has a coupon of 6.05% and the second B-note ($27,000,000) has a coupon of 8.50%. Both are coterminous with the Wyvernwood Garden Apartments Loan. See “Description of the Mortgage Pool—The Serviced Companion Loans—Wyvernwood Garden Apartments.”

Release of Parcels.    Not allowed.

Certain additional information regarding the Wyvernwood Garden Apartments Loan and the Wyvernwood Garden Apartments Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-53


Mortgage Loan No. 7 – Bangor Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-54


Mortgage Loan No. 7 – Bangor Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-55


Mortgage Loan No. 7 – Bangor Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-56


Mortgage Loan No. 7 – Bangor Mall

 

 

Loan Information

Mortgage Loan Seller

  GECC

Original Balance:

  $80,000,000

Cut-off Date Balance:

  $80,000,000

Shadow Rating

(Fitch/S&P/DBRS):

  NAP

Loan Purpose:

  Refinance

First Payment Date:

  November 1, 2007

Interest Rate:

  6.147%

Amortization:

  Interest Only

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  October 1, 2017

Expected Maturity Balance:

  $80,000,000

Sponsor(s):

  Simon Property Group

Interest Calculation:

  Actual/360

Call Protection:

  Locked out until 2 years after the REMIC “start-up” day, with U.S. Treasury defeasance thereafter. Prepayable without a premium from and after April 1, 2017.
   

Loan per SF(1):

  $149.17
   

Up-front Reserves(2):

  Environmental:   $115,000
   

Ongoing Reserves:

  None
   

Lockbox:

  Hard
         

 

Property Information

Single Asset/Portfolio:

  Single Asset

Property Type:

  Retail

Property Sub-type:

  Anchored

Location:

  Bangor, ME
   

Year Built/Renovated:

  1979/1997

Percent Leased(1):

  95.2%

Square Footage(1):

  536,299

The Collateral:

  A regional shopping center

Ownership Interest:

  Fee
   

Property Management:

  Kravco Simon Company
        
        
        
        
        

3rd Most Recent NOI (As of):

  $7,356,826    (2005)

2nd Most Recent NOI (As of):

  $7,444,721    (2006)

Most Recent NOI (As of):

  $7,381,615    (TTM 04/30/2007)

U/W Net Op. Income:

  $8,457,942     

U/W Net Cash Flow:

  $8,060,368     

U/W Occupancy:

  91.6%     

Appraised Value:

  $128,000,000     

Cut-off Date LTV:

  62.5%     

Maturity Date LTV:

  62.5%     

DSCR:

  1.62x     
          

 

 

(1) Collateral square footage and all derivative calculations are based on the underwritten rent roll dated September 6, 2007 with the inclusion of a 4,067 square foot tenant whose lease began in October 2007.

 

(2) See “Escrows and Reserves” for specific details.

The Bangor Mall Loan

The Loan.    The seventh largest loan (the “Bangor Mall Loan”) as evidenced by the Promissory Note (the “Bangor Mall Note”) is secured by a first priority fee Deed of Trust (the “Bangor Mall Mortgage”) encumbering the 536,299 square foot regional mall known as Bangor Mall, located in Bangor, Maine (the “Bangor Mall Property”). The Bangor Mall Loan was originated on September 10, 2007 by or on behalf of General Electric Capital Corporation.

The Borrower.    The borrower is Bangor Mall, LLC, a Delaware limited liability company (the “Bangor Mall Borrower”) that owns no material assets other than the Bangor Mall Property and related interests. The Bangor Mall Borrower is controlled by Simon Property Group (rated A-/A2/A- by S&P/Moody’s/Fitch), which is the primary sponsor of the Bangor Mall Loan. Headquartered in Indianapolis, Indiana, Simon Property Group (NYSE: SPG) is the largest publicly traded retail real estate investment trust in North America. Founded in 1960, Simon Property Group focuses on the ownership, development, management and marketing of retail real estate through five platforms that include regional malls, Premium Outlet Centers, The Mills, community/lifestyle centers and international properties, with a particular emphasis on regional malls. Simon currently owns or has an interest in 286 properties in the United States containing an aggregate of 201 million square feet of gross leasable area in 38 states plus Puerto Rico. As of December 31, 2006, Simon reported a net income available to common shareholders of $486 million, up 21% from 2005, and revenue of $3.3 billion.

The Property.    The Bangor Mall Property is located in Bangor, Maine, which is situated in Penobscot County in southeastern Maine and is the third-largest city in Maine. The Bangor Mall Property was originally constructed in 1979 and renovated in 1997. It consists of a 655,124 square foot, one-story enclosed regional mall, of which 536,299 square feet serve as collateral for the Bangor Mall Loan. The Bangor Mall Property is situated on approximately 94.34 acres and includes 3,524 parking spaces. The Bangor Mall Property is anchored by Sears, Macy’s, Dick’s Clothing & Sport and JCPenney. The Macy’s store and the underlying land are owned by Macy’s, Inc. and are not part of the collateral for the Bangor Mall Loan. Based on the underwritten rent roll dated September 6, 2007, the Bangor Mall Property exhibited 96.1% occupancy inclusive of the non-owned Macy’s tenant, 95.2% occupancy for collateral space and 86.9% occupancy for inline, food court and kiosk space. Based on year-end 2006 sales, total sales for inline tenants were $381 per square foot with an average occupancy cost of 12.3%.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-57


Mortgage Loan No. 7 – Bangor Mall

 

 

The following table presents certain information relating to the anchor tenants at the Bangor Mall Property:

 

Anchor   Parent Company  

Credit Rating of
Parent Company

(Fitch/Moody’s/S&P)(1)

  GLA   % of GLA   Collateral
Interest
  Operating
Covenant
Expiration
  YE 2006
Sales PSF
Macy’s(2)   Macy’s, Inc.   BBB/Baa2/BBB   118,825   NAP   No   11/30/2077   NAP
Sears   Sears Holding Corporation   BB/Ba1/BB+   105,817   20%   Yes   10/31/2008   $224
J.C. Penney   J.C. Penney Company, Inc.   BBB/Baa3/BBB-   95,082   18%   Yes   02/28/2009   $165
Dick’s Clothing & Sport(2)   Dick’s Sporting Goods, Inc.   ---/--/--   68,052   13%   Yes   01/31/2020   NAP

Total

          387,776                

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2) Macy’s and Dick’s Clothing & Sport do not report sales.

The following table presents certain information relating to the major tenants at the Bangor Mall Property:

 

Tenant Name   Credit Rating
(Fitch/
Moody’s/S&P)
(1)
  Tenant
NRSF
(2)
  % of Total
NRSF
  Annualized
Underwritten
Base Rent ($)
(2)
  % of Total
Annualized
Underwritten
Base Rent
  Annualized
Underwritten
Base Rent
($Per NRSF)
  Lease
Expiration
Dick’s Clothing & Sport   ---/--/--   68,052   13%   $672,000   10%   $9.87   01/31/2020
JC Penney   BBB/Baa3/BBB-   95,082   18%   $347,456   5%   $3.65   02/28/2009
The Gap/Gap Kids   BB+/Ba1/BB+   11,094   2%   $270,183   4%   $24.35   01/31/2012
Sears   BB/Ba1/BB+   105,817   20%   $264,543   4%   $2.50   10/31/2008

Total/Weighted Average

      280,045   52%   $1,554,182   23%   $5.55    
                             
Other Tenants   Various   230,637   43%   $5,325,164   77%   $23.09   Various
Vacant Space   NAP   25,617   5%   $0   0%   $0.00   NAP

Total/Weighted Average

      536,299   100%   $6,879,347   100%   $13.47    

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

(2) Figures reflect the inclusion of 4,067 square foot tenant whose lease began in October 2007.

 

Lease Rollover Schedule(1)
Year   # of Leases
Rolling
  Average Base
Rent per SF
Rolling
  % of Total
Square Feet
Rolling
  Cumulative % of
SF Rolling
  % of Total Base
Rental Revenues
Rolling
  Cumulative % of
Total Base Rental
Revenues Rolling
Vacant   9   $0.00   5%   5%   0%   0%
MTM   3   $16.51   1%   6%   1%   1%
2007   0   $0.00   0%   6%   0%   1%
2008   13   $6.51   23%   28%   11%   13%
2009   9   $6.49   31%   59%   15%   28%
2010   5   $40.02   1%   60%   3%   31%
2011   5   $27.20   2%   62%   5%   36%
2012   8   $21.35   7%   69%   11%   48%
2013   9   $32.09   4%   73%   11%   59%
2014   3   $46.56   1%   75%   4%   63%
2015   3   $19.50   2%   76%   3%   65%
2016   7   $33.38   3%   79%   8%   73%
2017 & Beyond   13   $16.58   21%   100%   27%   100%

 

(1) Figures reflect the inclusion of 4,067 square foot tenant whose lease began in October 2007.

Escrows and Reserves.    The Bangor Mall Borrower deposited with the lender an environmental escrow equal to the maximum projected investigation and remedial costs associated with petroleum hydrocarbon impact to the groundwater at the Bangor Mall Property. The monies held in the environmental escrow account will be released to the Bangor Mall Borrower upon receipt of a “no further action” determination or similar notification from the Maine Department of Environmental Protection (“MDEP”). No impact to soil was detected. In addition, the JC Penney parcel at the Bangor Mall Property has a No. 2 fuel oil underground storage tank which last tested tight and recent sampling around the tank confirmed no reading above detection levels. However, it is currently non-compliant with MDEP regulations. This is an administrative deficiency and not an environmental impairment.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-58


Mortgage Loan No. 7 – Bangor Mall

 

 

Lockbox and Cash Management.    A hard lockbox is in place with respect to the Bangor Mall Loan.

Property Management.    The Bangor Mall Property is managed by Kravco Simon Company, an affiliate of the Bangor Mall Borrower. The management agreement is subordinate to the Bangor Mall Loan.

Mezzanine Loan and Preferred Equity Interest.    The Bangor Mall Borrower may incur future mezzanine financing subject to certain conditions including: (i) that no event of default has occurred and is continuing, (ii) the issuance of the mezzanine loan by one or more mezzanine lenders (collectively, the “Bangor Mall Mezzanine Lenders”), each of which must be an institutional lender, (iii) maintenance of a DSCR (including mezzanine indebtedness) of no less than 1.10x and an LTV of no more than 80%, (iv) that the term of mezzanine loan is coterminous with or matures subsequent to the Bangor Mall Loan and (v) execution of an intercreditor agreement by Bangor Mall Mezzanine Lenders in connection with that mezzanine loan and the Bangor Mall Loan.

Additional Secured Indebtedness (not including trade debts). Not allowed.

Release of Parcels. Not permitted.

Certain additional information regarding the Bangor Mall Loan and the Bangor Mall Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-59


Mortgage Loan No. 8 – Milford Crossing

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-60


Mortgage Loan No. 8 – Milford Crossing

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-61


Mortgage Loan No. 8 – Milford Crossing

 

 

LOGO

 

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-62


Mortgage Loan No. 8 – Milford Crossing

 

 

Loan Information

Mortgage Loan Seller:

  MSMCH

Original Balance:

  $75,500,000

Cut-off Date Balance:

  $75,500,000
Shadow Rating
(Fitch/S&P/DBRS):
  NAP

Loan Purpose:

  Refinance

First Payment Date:

  November 8, 2007

Interest Rate:

  6.030%

Amortization:

  Interest Only through November 8, 2013. Principal and interest payments of $454,117.90 beginning December 8, 2013 through the maturity date.

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  November 8, 2017

Expected Maturity Balance:

  $71,825,815

Sponsor(s):

  Louis L. Ceruzzi, Jr.

Interest Calculation:

  Actual/360

Call Protection:

  Locked out until 2 years after the REMIC “start-up” day, with U.S. Treasury defeasance thereafter. Prepayable without a premium from and after August 8, 2017.

Loan per SF:

  $198.85
   

Up-front Reserves:

  None

Ongoing Reserves:

  RE Tax(1):   Springing
  Insurance(1):   Springing
    Cap Ex(1):   Springing
   

Lockbox:

  Soft    
         
Property Information

Single Asset/Portfolio:

  Single Asset

Property Type:

  Retail

Property Sub-Type:

  Anchored

Location:

  Milford, CT

Year Built/Renovated:

  2006, 2007/NAP

Percent Leased(2):

  99.1%

Square Footage:

  379,685

The Collateral:

  Single-story retail power center
   

Ownership Interest:

  Fee
   

Property Management:

  Ceruzzi Properties, LLC.
     
     
     
     
     
     
     
     

3rd Most Recent NOI (As of):

  NAP

2nd Most Recent NOI (As of):

  NAP

Most Recent NOI (As of):

  NAP

U/W Net Op. Income:

  $5,935,211

U/W Net Cash Flow:

  $5,746,706

U/W Occupancy:

  97.2%

Appraised Value:

  $100,000,000

Cut-off Date LTV:

  75.5%

Maturity Date LTV:

  71.8%

DSCR:

  1.05x
     

 

 

(1) See “Escrows and Reserves” for specific details.

 

(2) Percent Leased is based on the rent roll dated October 23, 2007. Percent Leased includes two draft leases for Chase Bank and Arby’s. These two tenants account for 2.1% of property space and 5.7% of underwritten base rent.

The Milford Crossing Center Loan

The Loan.    The eighth largest loan (the “Milford Crossing Loan”) as evidenced by the Promissory Note (the “Milford Crossing Note”) is secured by a first priority fee Mortgage and Security Agreement (the “Milford Crossing Mortgage”) encumbering the 379,685 square foot retail power center known as Milford Crossing, located in Milford, Connecticut (the “Milford Crossing Property”). The Milford Crossing Loan was originated on October 9, 2007, by or on behalf of Morgan Stanley Mortgage Capital Holdings LLC.

The Borrower.    The borrowers are two Delaware limited liability companies, Milford Crossing Investors LLC and Roses Mill Investors LLC (collectively, the “Milford Crossing Borrower”), that own no material asset other than the Milford Crossing Property and related interests. The Milford Crossing Borrower is indirectly owned by Louis L. Ceruzzi, Jr. (the sponsor of the Milford Crossing Loan), Willford Holdings LLC (an affiliate of Willet Companies, LLC) and Parker-Green Enterprises LLC. Mr. Ceruzzi has developed more than eight million square feet of retail shopping centers in the northeast since 1988. Willet Companies, LLC acquires, owns, operates, develops and manages commercial real estate, primarily in the New York area, and currently holds a portfolio with a value in excess of $700 million and an annual rent roll of $60 million. Parker-Green Enterprises LLC is an international development company, the holdings of which include commercial developments in the United Kingdom and Ireland, as well as in Central and Eastern Europe.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-63


Mortgage Loan No. 8 – Milford Crossing

 

 

The Property.    The Milford Crossing Property, a single-story retail power center constructed in 2006 and 2007, is located in Milford, Connecticut, on the southeast side of Boston Post Road between East Town Road and Roses Mill Road, north of the super-regional Connecticut Post Mall at Exit 39B on I-95. The Milford Crossing Property is anchored by a non-grocery Wal-Mart (on a 20-year ground lease), along with eight nationally recognized junior anchor tenants: Barnes & Noble, Staples, Modell’s, PetCo, Jo-Ann Stores, Inc., Marshalls of MA, Inc., Golf Galaxy and Circuit City. Additionally, the Milford Crossing Property is shadow-anchored by a Super Stop & Shop Supermarket. The Milford Crossing Property is situated on approximately 51.46 acres and includes approximately 1,853 parking spaces.

 

Anchor   Parent Company  

Credit Rating of Parent

Company

(Fitch/Moody’s/S&P) (1)

  GLA  

Collateral

Interest

  Operating Covenant
Expiration
(2)
 

YE 2006

Sales PSF

Wal-Mart (Ground Lease)   Wal-Mart Stores, Inc.   AA/Aa2/AA   142,129   Yes   NAP   NAP
Jo-Ann Stores, Inc.   Jo-Ann Stores, Inc.   —/B3/B-   35,000   Yes   NAP   NAP
Marshalls of MA, Inc.   The TJX Companies, Inc.   —/A3/A   31,342   Yes   NAP   NAP
Circuit City   Circuit City   —/—/—   30,000   Yes   NAP   NAP
Total           238,471            
(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

The following table presents certain information relating to the major tenants at the Milford Crossing Property:

 

Tenant Name   Credit Rating
(Fitch/Moody’s/S&P)
(1)
  Tenant NRSF   % of NRSF   Annualized
Underwritten
Base Rent
($)
  % of Total
Annualized
Underwritten
Base Rent
  Annualized
Underwritten
Base Rent
($ Per NRSF)
  Lease
Expiration
Wal-Mart   AA/Aa2/AA   142,129   38%   $1,200,000   19%   $8.44   03/31/2027
Circuit City   —/—/—   30,000   8%   $720,000   11%   $24.00   01/31/2023
Jo-Ann Stores, Inc.   —/B3/B-   35,000   9%   $630,000   10%   $18.00   06/30/2017
Barnes & Noble   —/—/—   28,028   7%   $579,058   9%   $20.66   02/28/2017
PetCo   —/—/B   18,000   5%   $415,800   7%   $23.10   04/30/2017
Staples   BBB+/Baa1/BBB+   20,000   5%   $400,000   6%   $20.00   01/12/2017
Marshalls of MA, Inc.   —/A3/A   31,342   8%   $391,785   6%   $12.50   04/30/2017
Golf Galaxy   —/—/—   15,000   4%   $375,000   6%   $25.00   04/30/2017
Modell’s   —/—/—   20,000   5%   $370,000   6%   $18.50   04/30/2022
Total/Weighted Average       339,499   89%   $5,081,643   80%   $14.97   NAP
                             
Other Tenants   NAP   36,952   10%   $1,274,531   20%   $34.49   Various
Vacant Space   NAP   3,234   1%   $0   0%   $0.00   NAP
Total/Weighted Average       379,685   100%   $6,356,174   100%   $16.74   NAP

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

The following table presents certain information relating to the lease rollover at the Milford Crossing Property:

 

Lease Rollover Schedule
Year   # of Leases
Rolling
  Average Base
Rent per SF
Rolling
 

% of Total
Square Feet

Rolling

  Cumulative % of
SF Rolling
 

% of Total Base

Rental Revenues
Rolling

 

Cumulative % of

Total Base Rental
Revenues Rolling

Vacant   1   $0.00   1%   1%   0%   0%
2007   0   $0.00   0%   1%   0%   0%
2008   0   $0.00   0%   1%   0%   0%
2009   0   $0.00   0%   1%   0%   0%
2010   0   $0.00   0%   1%   0%   0%
2011   0   $0.00   0%   1%   0%   0%
2012   2   $24.16     3%   4%   5%   5%
2013   0   $0.00   0%   4%   0%   5%
2014   0   $0.00   0%   4%   0%   5%
2015   0   $0.00   0%   4%   0%   5%
2016   0   $0.00   0%   4%   0%   5%
2017 & Beyond   14   $16.62     96%   100%       95%     100%    

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-64


Mortgage Loan No. 8 – Milford Crossing

 

 

Escrows and Reserves.    Upon the occurrence of an event of default under the loan documents, the failure of the insurance required under the loan documents to be in full force and effect or the Milford Crossing Borrower’s failure to provide evidence of payment of real estate taxes and special assessments or insurance premiums, the Milford Crossing Borrower is required to establish and maintain escrows with the lender to assure adequate accrual of funds to pay the related amounts not less than 30 days prior to their respective due dates. In addition, upon the occurrence of an event of default under the loan documents or DSCR is less than or equal to 1.05x, the Milford Crossing Borrower is required to deposit monthly approximately $4,714 into a capital expenditure reserve.

Lockbox and Cash Management.    A soft lockbox is in place with respect to the Milford Crossing Loan. The lockbox will be in place until the Milford Crossing Loan has been paid in full. The funds in the lockbox account will be made available to the Milford Crossing Borrower until the following occurs (i) an event of default under the mortgage loan documents or (ii) the failure of the DSCR to be at least 1.05x. Following such a trigger event, the Milford Crossing Borrower’s right to access the funds in the lockbox account will be reinstated, at the Milford Crossing Borrower’s request and with the lender’s consent, not earlier than six months after such trigger event if, subsequent to such trigger event, neither trigger event has occurred and is continuing.

Property Management.    The Milford Crossing Property is managed by Ceruzzi Properties, LLC, an affiliate of the Milford Crossing Borrower. The management agreement is subordinate to the Milford Crossing Loan.

Mezzanine Loan and Preferred Equity Interest.    Not allowed.

Additional Secured Indebtedness (not including trade debts).    Not allowed.

Release of Parcels.    Not allowed.

Certain additional information regarding the Milford Crossing Loan and the Milford Crossing Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-65


Mortgage Loan No. 9 – Marriott Columbia

 

 

LOGO

 

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-66


Mortgage Loan No. 9 – Marriott Columbia

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-67


Mortgage Loan No. 9 – Marriott Columbia

 

 

Loan Information

Mortgage Loan Seller:

  PCF II

Original Balance:

  $41,300,000

Cut-off Date Balance:

  $41,300,000

Shadow Rating

(Fitch/S&P/DBRS):

  NAP

Loan Purpose:

  Acquisition

First Payment Date:

  December 1, 2007

Interest Rate:

  6.510%

Amortization:

  Interest only through November 1, 2012. Principal and interest payments of $261,315.76 beginning December 1, 2012 through the maturity date.

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  November 1, 2017

Expected Maturity Balance:

  $38,929,134

Sponsor(s):

  General Electric Pension Trust; Pyramid Advisors LLC

Interest Calculation:

  Actual/360

Call Protection:

  Locked out until 2 years after the REMIC “start-up” day, with U.S. Treasury defeasance thereafter. Prepayable without a premium from and after October 1, 2017.

Loan per Room:

  $137,666.67    

Up-front Reserves:

  Cap Ex:   $625,000
    Debt Service(1):   $3,866,449 LOC

Ongoing Reserves:

  RE Tax(1):   Springing
    Insurance(1):   Springing
    FF&E(1):   $50,351/month

Lockbox:

  Hard
         

 

Property Information

Single Asset/Portfolio:

  Single Asset

Property Type:

  Hospitality

Property Sub-type:

  Full Service

Location:

  Columbia, SC

Year Built/Renovated:

  1983/2005

Percent Leased(2):

  71.5%

Rooms:

  300

The Collateral:

  A full service hotel located in Columbia, SC.

Ownership Interest:

  Fee
     

Property Management:

  Pyramid Acquisition Management LLC
     
     
     
     
     
     
     
     

3rd Most Recent NOI (As of):

  $2,339,710

2nd Most Recent NOI (As of):

  $4,019,942

Most Recent NOI (As of):

  $4,336,127

U/W Net Op. Income:

  $4,071,047

U/W Net Cash Flow:

  $3,617,885

U/W Occupancy:

  71.5%

Appraised Value:

  $67,600,000

Cut-off Date LTV:

  61.1%

Maturity Date LTV:

  57.6%

DSCR:

  1.15x
     

 

(1) See “Escrow and Reserves” for specific details.

 

(2) Percent Leased is based on the occupancy report dated August 22, 2007.

The Marriott Columbia Loan

The Loan.    The ninth largest loan (the “Marriott Columbia Loan”) as evidenced by the Secured Promissory Note (the “Marriott Columbia Note”) is secured by a first priority fee Mortgage and Security Agreement and Assignment of Leases and Rents (the “Marriott Columbia Mortgage”) encumbering the 300 room, full service hospitality property located in Columbia, South Carolina (the “Marriott Columbia Property”). The Marriott Columbia Loan was originated on October 5, 2007 by or on behalf of Principal Commercial Funding II, LLC.

The Borrower.    The borrower is GEPA Hotel Owner Columbia LLC (the “Marriott Columbia Borrower”), which is 100% owned by GEPA Hotel Owner Venture, LLC. The GEPA Hotel Owner Venture, LLC is comprised of 3% ownership by Pyramid Acquisition Fund I-A, LLC with Pyramid Advisors LLC as its sole member and 97% ownership by GEPT GEPA Hotel Owner Portfolio LLC with General Electric Pension Trust (GEPT) as sole member.

General Electric Asset Management Incorporated (GEAM), a wholly owned subsidiary of General Electric Company, is the advisor to GEPT. GEAM was established and registered with the SEC in 1988 as a separate investment advisor to provide investment management services to external institutions and mutual fund advisors. GEAM currently manages funds in excess of $197 billion.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-68


Mortgage Loan No. 9 – Marriott Columbia

 

 

The Property.    The Marriott Columbia Property is a 14-story, 300 room full service lodging facility that opened in 1983 and was renovated in 2005. The Marriott Columbia Property’s room breakdown is as follows: 150 double/double, 120 king, 15 queen, 11 junior suites, and 4 suites. The subject hotel has approximately 27,000 square feet of meeting space. Subject amenities include an indoor pool and spa, fitness center, central laundry facilities, concierge level and lounge, and complimentary airport shuttle. Parking is provided for 11 vehicles, with 300 additional parking spaces via an easement from a municipal parking garage. The subject site encompasses 1.46 acres. Room amenities include air conditioning, alarm clock, bottled water (for a fee), coffee maker/tea service, crib, individual climate control, internet browser/Web TV, iron and ironing board, luxurious bedding, premium cable, wet bar, electrical outlet: desk level, and a two-line phone.

Guestrooms were completely renovated in 2005 as part of an approximate $10M ($34,000/key) conversion to a Marriott. Renovations included new carpets, wall vinyl, case goods, and soft-goods. Three guestrooms on the thirteenth floor were also converted into the concierge lounge and several guestrooms were reconfigured to make larger suites at that time. The guest bathrooms were completely renovated with new tiles, wall vinyl, vanities, tub surrounds, mirrors, artwork, lighting, and fixtures. Carpets were also replaced in the two largest ballrooms during the conversion process. The four smaller meeting rooms are scheduled for a complete renovation in late 2008. The corridors are scheduled for renovation in late 2007; renovations will include new locks, wall vinyl, carpets, and door paint.

The Marriott Columbia Property is located at 1200 Hampton Street in Columbia, South Carolina. The Marriott Columbia Property is centrally located in Columbia’s downtown. The Marriott Columbia Property is within a block of the Columbia Museum of Art and approximately one-half mile or less from both the State Capitol and the University of South Carolina—two of Columbia’s major business, government, and tourist attractions. Columbia is South Carolina’s most populated city, the state capital, the county seat of Richland County, the home of the University of South Carolina’s main campus and the site of the South Carolina State Fair.

The following table presents certain information relating to historical Occupancy, ADR and RevPAR:

 

SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR
     Competitive Set (1)   Marriott Columbia   Penetration Factor
Year   Occupancy   ADR   RevPAR   Occupancy   ADR   RevPAR   Occupancy   ADR   RevPAR
2005   66.6%   $94.60   $63.01   62.6%   $100.29   $62.78   94.0%   106.0%   99.6%
2006   63.1%   $100.87   $63.62   71.0%   $125.62   $89.19   112.5%   124.5%   140.2%
TTM 07/2007   60.1%   $107.80   $64.81   71.5%   $129.70   $92.71   119.0%   120.3%   143.0%

 

(1) Data Provided by Smith Travel Research. Competitive set includes the following: Courtyard Columbia Downtown @ USC; Radisson Columbia Conference Center; Embassy Suites Columbia Greystone; Clarion Hotel Columbia; Hampton Inn Columbia Downtown.

Escrows and Reserves.    At loan closing, the Marriott Columbia Borrower posted a letter of credit in the total amount of $3,866,449 (the “Debt Service LOC”). The Debt Service LOC will be released to the Marriott Columbia Borrower on or after January 1, 2008 upon the satisfaction of certain conditions, including a DSCR that equals 1.30x calculated based on a 30-year loan amortization schedule and trailing 12 months of revenue. The Marriott Columbia Borrower shall deposit with the lender on a monthly basis an amount equal to 1/12th of the greater of (i) 4% of the yearly total revenues (which includes room, food & beverage, telephone, and other revenue as customarily derived in conformance with the Uniform System of Accounting for Lodging Industry) or (ii) the annual amount required by the management agreement into a furniture, fixture and equipment escrow. Upon the occurrence of an event of default or in the event a DSCR calculated net of the amount of the Debt Service LOC falls below 1.00x for three consecutive months, the Marriott Columbia Borrower is required to deposit monthly 1/12 of the estimated annual taxes and insurance premium costs.

Lockbox and Cash Management.    A hard lockbox is in place with respect to the Marriott Columbia Loan.

Property Management.    The Marriott Columbia Property is managed by Pyramid Acquisition Management LLC (Pyramid), which is an affiliate of the Marriott Columbia Borrower. Pyramid provides a full range of hotel management services to owners, including project management, asset management, and acquisition services. Pyramid currently manages 36 hotel properties totaling over 11,100 hotel rooms located in 17 states throughout the U.S.

Mezzanine Loan and Preferred Equity Interest.    Future mezzanine financing is permitted subject to various conditions including but not limited to: (i) the aggregate balance of such mezzanine loan and the Marriott Columbia Loan will not result in an aggregate LTV greater than 61% and DSCR less than 1.15x; (ii) lender must approve the mezzanine lender and financing documents and mortgage loan lender shall enter into an intercreditor agreement with mezzanine lender; and (iii) confirmation from applicable rating agencies of no downgrade, withdrawal or qualification to the current ratings resulting from the mezzanine financing.

Additional Secured Indebtedness (not including trade debts).    Not allowed.

Release of Parcels.    Not allowed.

Certain additional information regarding the Marriott Columbia Loan and the Marriott Columbia Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-69


Mortgage Loan No. 10 – Ashtabula Mall

 

 

LOGO

 

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-70


Mortgage Loan No. 10 – Ashtabula Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-71


Mortgage Loan No. 10 – Ashtabula Mall

 

 

LOGO

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-72


Mortgage Loan No. 10 – Ashtabula Mall

 

 

Loan Information

Mortgage Loan Seller

  RBC

Original Balance:

  $40,300,000

Cut-off Date Balance:

  $40,300,000

Shadow Rating

(Fitch/S&P/DBRS):

  NAP

Loan Purpose:

  Acquisition

First Payment Date:

  October 1, 2007

Interest Rate:

  6.400%

Amortization:

  Interest only through September 1, 2010. Thereafter, principal and interest of $252,078.88 beginning October 1, 2010 through the maturity date.

ARD:

  NAP

Hyperamortization:

  NAP

Maturity Date:

  September 1, 2017

Expected Maturity Balance:

  $36,774,873

Sponsor(s):

  Carlton P. Cabot

Interest Calculation:

  Actual/360

Call Protection:

  Locked out until 2 years after the REMIC “start-up” day, with U.S. Treasury defeasance thereafter. Prepayable without a premium from and after July 1, 2017.

Loan per SF:

  $53.39

Up-front Reserves:

  RE Tax:   $171,798
    Insurance:   $17,908
    Cap Ex:   $4,500,000
    TI/LC   $1,500,000
       

Ongoing Reserves:

  RE Tax:   $62,564/month
    Insurance:   $11,706/month
    Cap Ex(1):   Springing
    TI/LC(1):   Springing
       

Lockbox(2):

  Springing Soft    
         
Property Information

Single Asset/Portfolio:

  Single Asset    

Property Type:

  Retail    

Property Sub-type:

  Anchored    

Location:

  Ashtabula, OH    

Year Built/Renovated:

  1992/NAP    

Percent Leased(3):

  78.6%    

Square Footage:

  754,882    

The Collateral:

  754,882 square foot regional mall anchored by Sears, Dillard’s JC Penney, Steve & Barry’s, and Super Kmart.

Ownership Interest:

  Fee      
         

Property Management:

  Jones Lang LaSalle    
         
         
         
         
         
         
         

3rd Most Recent NOI (As of):

  $3,875,271   (2005)    

2nd Most Recent NOI (As of):

  $4,083,542   (2006)    

Most Recent NOI (As of):

  $4,457,224   (YTD Ann. 05/31/2007)    

U/W Net Op. Income:

  $4,568,753      

U/W Net Cash Flow:

  $4,268,730      

U/W Occupancy:

  80.1%      

Appraised Value:

  $57,800,000      

Cut-off Date LTV:

  69.7%      

Maturity Date LTV:

  63.6%      

DSCR:

  1.41x      
             

 

(1) See “Escrow and Reserves” for specific details.

 

(2) See “Lockbox and Cash Management” for specific details.

 

(3) Percent Leased is based on the rent roll dated May 31, 2007.

The Ashtabula Mall Loan

The Loan.    The tenth largest loan (the “Ashtabula Mall Loan”) as evidenced by the Promissory Note (the “Ashtabula Mall Note”) is secured by a first priority fee Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing (the “Ashtabula Mall Mortgage”) encumbering the 754,882 square foot regional shopping mall known as Ashtabula Mall, located in Ashtabula, Ohio (the “Ashtabula Mall Property”). The Ashtabula Mall Loan was originated on August 24, 2007 by or on behalf of Royal Bank of Canada.

The Borrower.    The borrowers are 29 Delaware limited liability companies each a tenant in common single purpose entity collectively, the “Ashtabula Mall Loan Borrowers”. A non-consolidation opinion was obtained at closing. Each entity owns no material asset other than the Ashtabula Mall Property. Carlton P. Cabot, the sponsor of the Cabot Portfolio Loan, is the President of Cabot Investment Properties, LLC.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-73


Mortgage Loan No. 10 – Ashtabula Mall

 

 

The Property.    The Ashtabula Mall Property is located in Ashtabula, Ohio, at 3315 North Ridge Road East. The Ashtabula Mall Property is located in a retail district approximately 60 miles east of Cleveland. The Ashtabula Mall Property was originally constructed in 1992. It consists of a 754,882 square foot, enclosed regional mall. The Ashtabula Mall Property is situated on approximately 94.78 acres and includes 3,878 parking spaces. The Ashtabula Mall Property is anchored by Sears, Dillard’s, JC Penney, Steve & Barry’s and Super Kmart. Sears reported annual sales in 2006 of $94/SF, equating to occupancy costs of 4.57% (5.16% inclusive of CAM). Dillard’s reported annual sales in 2006 of $90/SF, equating to occupancy costs of 4.81% (5.53% inclusive of CAM). JC Penney reported annual sales in 2006 of $104/SF, equating to occupancy costs of 3.80% (4.23% inclusive of CAM). Steve & Barry’s reported annual sales in 2006 of $22/SF, equating to occupancy costs of 18.18% (13.64% inclusive of CAM). Super Kmart reported annual sales in 2006 of $141/SF, equating to occupancy costs of 3.10% (3.61% inclusive of CAM).

The following tables present certain information relating to the anchor tenants at the properties in the Ashtabula Mall Loan:

 

Anchor   Parent Company  

Credit Rating of
Parent Company

(Fitch/Moody’s/S&P)(1)

  GLA   Collateral
Interest
  Operating
Covenant
Expiration
  YE 2006
Sales PSF
Super Kmart   Sears Holding Corporation   BB/--/BB   159,845   Yes   08/31/2017   $141.00
Steve & Barry’s   Steve & Barry’s LLC   --/--/--   76,889   Yes   01/31/2013   $22.00
Dillard’s   Dillard’s Inc.   BB/Ba3/BB   76,000   Yes   02/1/2014   $90.00
Sears   Sears Holding Corporation   BB/--/BB   75,394   Yes   07/31/2012   $94.00
JC Penney   J.C. Penney Company, Inc.   BBB/Baa3/BBB-   51,267   Yes   09/30/2012   $104.00
Total           439,395            

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

The following table presents certain information relating to the major tenants at the Ashtabula Mall Loan Property:

 

Tenant Name   Credit Rating
(Fitch/
Moody’s/S&P)
(1)
  Tenant
NRSF
  % of NRSF   Annualized
Underwritten
Base Rent ($)
  % of Total
Annualized
Underwritten
Base Rent
  Annualized
Underwritten
Base Rent
($ Per NRSF)
  Lease
Expiration
Super Kmart   BB/--/BB   159,845   21%   $699,248   17%   $4.37   08/31/2017
Dillard’s   BB/Stable/--   76,000   10%   $329,262   8%   $4.33   02/1/2014
Sears   BB/--/BB   75,394   10%   $324,196   8%   $4.30   07/31/2012
Steve & Barry’s   ---/--/--   76,889   10%   $307,440   7%   $4.00   01/31/2013
Total/Weighted Average       388,128   51%   $1,660,146   40%   $4.28    
                             
Other Tenants   Various   239,104   32%   $2,443,997   60%   $10.22   Various
Vacant Space   NAP   127,650   17%   $0.00   0%   $0.00   NAP
Total/Weighted Average       754,882   100%   $4,104,143   100%   $6.54    

 

(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.

 

Lease Rollover Schedule
Year   # of Leases
Rolling
  Average Base
Rent per SF
Rolling
  % of Total Square
Feet Rolling
  Cumulative % of
SF Rolling
  % of Total Base
Rental Revenues
Rolling
  Cumulative % of
Total Base Rental
Revenues Rolling
Vacant   17   $0.00   17%   17%   0%   0%
2007   1   $5.88   0%   17%   0%   0%
2008   15   $14.51   6%   23%   15%   15%
2009   6   $12.54   3%   26%   7%   23%
2010   3   $9.58   3%   29%   5%   28%
2011   2   $7.64   1%   29%   1%   28%
2012   10   $6.35   21%   51%   25%   53%
2013   6   $7.87   11%   62%   16%   69%
2014   3   $3.89   16%   78%   11%   81%
2015   1   $9.80   0%   78%   1%   82%
2016   1   $16.50   0%   79%   1%   83%
2017 & Beyond   1   $4.37   21%   100%   17%   100%

Escrows and Reserves.    The Ashtabula Mall Loan Borrowers are required to escrow 1/12 of annual real estate taxes and insurance premiums monthly. The amounts shown are the current monthly collections. TILC and Cap Ex reserves spring in the event of default.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-74


Mortgage Loan No. 10 – Ashtabula Mall

 

 

Property Management.    The Ashtabula Mall Property is managed by Jones Lang LaSalle. The management agreement is subordinate to the Ashtabula Mall Loan.

Lockbox and Cash Management.    A springing soft lockbox is in place with respect to the Ashtabula Mall Loan. A soft lockbox will be established if any of the following trigger conditions occur: (a) the occurrence and continuance of a loan default that can be cured by the payment of money only, and terminating upon the cure of such default; (b) the DSCR is less than 1.05x; (c) or if a Dark Period shall exist. The term “Threshold Tenant” shall mean a tenant which leases 15% or more of the property or accounts for 15% or more of the rental income. The term “Dark Period” shall mean the period (A) commencing with (x) the cessation of normal business operations at the property by a Threshold Tenant, (y) the termination of or default beyond applicable cure periods under any lease of a Threshold Tenant, or (z) the commencement by or against any Threshold Tenant of any bankruptcy or similar case, and (B) ending with the date on which the space covered by the lease of such Threshold Tenant is occupied by one or more replacement tenants acceptable to the lender. The lockbox will be in place until the Ashtabula Mall Loan has been paid in full. The borrower and Master Tenant (“Cabot Ashtabula LeaseCo LLC”), a Delaware limited liability company, shall enter into and shall cause property manager to enter into a lock box agreement with the lender in a form reasonably satisfactory to the lender, including the borrower’s obligation to cause property manager to deposit rents in the lock-box account in accordance with the trigger events shall not be dependent upon the execution of any such lock box agreement. If, in the lender’s judgment, the manager’s performance in collecting rents and profits shall decline, the borrower shall irrevocably instruct and otherwise cause each party paying such rents (including each tenant under any lease) to make all payments (A) if by wire transfer, to the lock box account, and (B) if by check, money order or similar manner of payment, by mail to a designated lock box (the “lock box”) within the exclusive control of the lender. Amounts deposited into the lock box shall be collected and deposited daily by the lock box bank into the lock box account. The borrower and master tenant agrees that if any rents required to be deposited in the lock box account shall be received by the borrower, master tenant or any affiliate or any manager of all or any portion of the property, the borrower shall deposit or cause such rents to be deposited in the lock box account within one (1) business day of the receipt of such rents by the borrower, any affiliate or any manager.

Mezzanine Loan and Preferred Equity Interest.    Following repayment of the bridge mezzanine loan in full, and notwithstanding anything to the contrary contained herein, solely for the purpose of funding approved leasing expenses, the borrower’s equity holders may obtain mezzanine financing from a lending institution acceptable to the lender in amount not to exceed the amount whereby the aggregate indebtedness evidenced by the lender’s first lien loan plus the mezzanine debt results in a combined DSCR of no less than 1.20x and a combined LTV of no greater than 85%, each as determined by the lender, which is secured by a pledge of equity interests in the borrower, subject to the lender’s review and approval of a subordination and intercreditor agreement between the lender and qualified mezzanine lender. Without limitation to the foregoing, the proceeds of any mezzanine financing shall be paid directly to the lender for transfer into the rollover reserve. The qualified mezzanine lender shall be permitted to acquire equity interests in the borrower upon a default under mezzanine financing without payment of an assumption fee.

Additional Secured Indebtedness (not including trade debts).    Not allowed

Release of Parcels.    Not allowed.

Certain additional information regarding the Ashtabula Mall Loan and the Ashtabula Mall Property is set forth on Appendix II hereto.

 

This material was not prepared by the Morgan Stanley research departments. Please refer to important information and qualifications at the end of this material.

 

T-75


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