WACHOVIA COMMERCIAL MORTGAGE SECURITIES INC.

The information in this prospectus supplement is not complete and may be changed. Neither this prospectus supplement nor the accompanying prospectus is an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the offered certificates or has determined that this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is unlawful.

Wachovia Capital Markets, LLC. and Citigroup Global Markets Inc. are acting as co-lead managers for the offering. Citigroup Global Markets Inc. is acting as sole bookrunner with respect to 42.9% of the Class A-3 and Class A-4 Certificates. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the remainder of the Class A-3 and Class A-4 Certificates and all other classes of offered certificates. ABN AMRO Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are acting as co-managers for the offering. Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., ABN AMRO Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are required to purchase the offered certificates from us, subject to certain conditions. The underwriters will offer the offered certificates to the public from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. We expect to receive from this offering approximately % of the initial certificate balance of the offered certificates, plus accrued interest from November 1, 2003 before deducting expenses.

We expect that delivery of the offered certificates will be made in book-entry form on or about November 25, 2003.

We provide information to you about the offered certificates in two separate documents that progressively provide more detail: (a) the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates and (b) this prospectus supplement, which describes the specific terms of the offered certificates. You should read both this prospectus supplement and the prospectus before investing in any of the offered certificates.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information that is different. The information in this document may only be accurate as of the date of this document. If the descriptions of the offered certificates vary between the accompanying prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

This prospectus supplement begins with several introductory sections describing the offered certificates and the trust fund in abbreviated form:


	•	SUMMARY OF PROSPECTUS SUPPLEMENT, commencing on page S-5 of this prospectus supplement, which gives a brief introduction of the key features of the offered certificates and a description of the mortgage loans included in the trust fund; and

	•	RISK FACTORS, commencing on page S-35 of this prospectus supplement, which describes risks that apply to the offered certificates which are in addition to those described in the prospectus.

This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions. The Tables of Contents in this prospectus supplement and the accompanying prospectus identify the pages where these sections are located.

You can find a listing of the pages where capitalized terms used in this prospectus supplement are defined under the caption “INDEX OF DEFINED TERMS” beginning on page S-223 in this prospectus supplement.

In this prospectus supplement, the terms “depositor,” “we,” “us” and “our” refer to Wachovia Commercial Mortgage Securities, Inc.

We do not intend this prospectus supplement and the accompanying prospectus to be an offer or solicitation:


	•	if used in a jurisdiction in which such offer or solicitation is not authorized;

	•	if the person making such offer or solicitation is not qualified to do so; or

	•	if such offer or solicitation is made to anyone to whom it is unlawful to make such offer or solicitation.

This prospectus supplement and the accompanying prospectus may be used by us, Wachovia Capital Markets, LLC, our affiliate, and any other of our affiliates when required under the federal securities laws in connection with offers and sales of offered certificates in furtherance of market-making activities in offered certificates. Wachovia Capital Markets, LLC or any such other affiliate may act as principal or agent in these transactions. Sales will be made at prices related to prevailing market prices at the time of sale or otherwise.


(1)	Subject to a permitted variance of plus or minus 5.0%.

(2)	The Assumed Final Distribution Date has been determined on the basis of the assumptions set forth in the “DESCRIPTION OF THE CERTIFICATES—Assumed Final Distribution Date; Rated Final Distribution Date” in this prospectus supplement and a 0% CPR (as defined in “YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life” in this prospectus supplement). The Rated Final Distribution Date is the distribution date to occur in November 2035. See “DESCRIPTION OF THE CERTIFICATES—Assumed Final Distribution Date; Rated Final Distribution Date” and “RATINGS” in this prospectus supplement.

(3)	By each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. See “RATINGS” in this prospectus supplement.

(4)	The pass-through rate applicable to the Class A-4 certificates for any distribution date will be subject to a maximum rate of the applicable weighted average net mortgage rate (calculated as described herein) for such date.

(5)	The pass-through rate applicable to the Class B certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for such date less % per annum.

(6)	The pass-through rate applicable to the Class C, Class D and Class E certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for such date.

SUMMARY OF PROSPECTUS SUPPLEMENT

• This summary highlights selected information from this prospectus supplement and does not contain all of the information that you need to consider in making your investment decision. To understand the terms of the offered certificates, you must carefully read this entire prospectus supplement and the accompanying prospectus.

• This summary provides an overview of certain calculations, cash flows and other information to aid your understanding and is qualified by the full description of these calculations, cash flows and other information in this prospectus supplement and the accompanying prospectus.

• We provide information in this prospectus supplement on the certificates that are not offered by this prospectus supplement only to enhance your understanding of the offered certificates. We are not offering the non-offered certificates pursuant to this prospectus supplement.

• Unless otherwise stated, all percentages of the mortgage loans included in the trust fund, or of any specified group of mortgage loans included in the trust fund, referred to in this prospectus supplement are calculated using the aggregate principal balance of the mortgage loans included in the trust fund as of the cut-off date (which is November 11, 2003 with respect to 36 mortgage loans and November 1, 2003 with respect to 18 mortgage loans) after giving effect to payments due on or before such date whether or not received. The cut-off date balance of each mortgage loan included in the trust fund and each cut-off date certificate balance in this prospectus supplement assumes the timely receipt of principal scheduled to be paid (if any) on each mortgage loan and no defaults, delinquencies or prepayments on any mortgage loan on or before the related cut-off date. Percentages of mortgaged properties are references to the percentages of the aggregate principal balance of all the mortgage loans included in the trust fund as of the cut-off date represented by the aggregate principal balance of the related mortgage loans as of the cut-off date.

• All numerical information concerning the mortgage loans included in the trust fund is provided on an approximate basis.

OVERVIEW OF THE CERTIFICATES

The table below lists certain summary information concerning the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C8, which we are offering pursuant to the accompanying prospectus and this prospectus supplement. Each certificate represents an interest in the mortgage loans included in the trust fund and the other assets of the trust fund. The table also describes the certificates that are not offered by this prospectus supplement (other than the Class Z, Class R-I and Class R-II) which have not been registered under the Securities Act of 1933, as amended, and which will be sold to investors in private transactions.


	Closing Date
	Certificate		Percentage						Pass-		Initial	Weighted			Cash Flow or			Expected
	Balance or		of Cut-Off						Through		Pass-	Average			Principal			Moody’s/
	Notional		Date Pool			Credit			Rate		Through	Life			Window			S&P
Class	Amount(1)		Balance			Support			Description		Rate	(Years)(2)			(Mon./Yr.)(2)			Rating(3)

Class A-1	$	164,790,000		16.915	%		17.250	%		Fixed			3.80			12/03 - 09/08			Aaa/AAA
Class A-2	$	186,550,000		19.148	%		17.250	%		Fixed			4.88			09/08 - 10/08			Aaa/AAA
Class A-3	$	241,738,000		24.813	%		17.250	%		Fixed			6.66			10/08 - 09/12			Aaa/AAA
Class A-4	$	213,104,000		21.874	%		17.250	%		Fixed(4)			9.79			09/12 - 10/13			Aaa/AAA
Class B	$	29,227,000		3.000	%		14.250	%		WAC(5)			9.90			10/13 - 11/13			Aa2/AA
Class C	$	13,396,000		1.375	%		12.875	%		WAC(6)			9.97			11/13 - 11/13			Aa3/AA-
Class D	$	28,009,000		2.875	%		10.000	%		WAC(6)			9.97			11/13 - 11/13			A2/A
Class E	$	13,396,000		1.375	%		8.625	%		WAC(6)			9.97			11/13 - 11/13			A3/A-
Class F	$	15,831,000		1.625	%		7.000	%		WAC(6)			(7	)		(7	)		(7	)
Class G	$	12,178,000		1.250	%		5.750	%		WAC(6)			(7	)		(7	)		(7	)
Class H	$	15,831,000		1.625	%		4.125	%		WAC(6)			(7	)		(7	)		(7	)
Class J	$	7,307,000		0.750	%		3.375	%		Fixed(4)			(7	)		(7	)		(7	)
Class K	$	6,089,000		0.625	%		2.750	%		Fixed(4)			(7	)		(7	)		(7	)
Class L	$	4,871,000		0.500	%		2.250	%		Fixed(4)			(7	)		(7	)		(7	)
Class M	$	2,436,000		0.250	%		2.000	%		Fixed(4)			(7	)		(7	)		(7	)
Class N	$	4,871,000		0.500	%		1.500	%		Fixed(4)			(7	)		(7	)		(7	)
Class O	$	2,436,000		0.250	%		1.250	%		Fixed(4)			(7	)		(7	)		(7	)
Class P	$	12,178,293		1.250	%		0.000	%		Fixed(4)			(7	)		(7	)		(7	)
Class X-C	$	974,238,293		N/A			N/A			WAC-IO(8)			(8	)		(8	)		(8	)
Class X-P	$	800,952,000		N/A			N/A			WAC-IO(8)			(8	)		(8	)		(8	)

(1) Subject to a permitted variance of plus or minus 5.0%.

(2) Based on no prepayments and the other assumptions set forth under “YIELD AND MATURITY CONSIDERATIONS— Weighted Average Life” in this prospectus supplement.

(3) By each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. See “RATINGS” in this prospectus supplement.

(4) The pass-through rate applicable to the Class A-4, Class J, Class K, Class L, Class M, Class N, Class O and Class P certificates for any distribution date will be subject to a maximum rate of the applicable weighted average net mortgage rate (calculated as described herein) for such date.

(5) The pass-through rate applicable to the Class B certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for such date less % per annum.

(6) The pass-through rate applicable to the Class C, Class D, Class E, Class F, Class G and Class H certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for such date.

(7) Not offered hereby. Any information provided herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates.

(8) The Class X-C and Class X-P certificates are not offered by this prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class X-C and Class X-P certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class X-C or Class X-P certificates, as the case may be, as described in this prospectus supplement. The interest rates applicable to the Class X-C and Class X-P certificates for each distribution date will be as described in this prospectus supplement. See “DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates” in this prospectus supplement.


		Offered certificates
		Private certificates

THE PARTIES


The Trust Fund		The trust fund will be created on or about the closing date pursuant to a pooling and servicing agreement, dated as of November 1, 2003, by and among the depositor, the master servicer, the special servicer and the trustee.

The Depositor		Wachovia Commercial Mortgage Securities, Inc. We are a wholly owned subsidiary of Wachovia Bank, National Association, which is one of the mortgage loan sellers, the master servicer and an affiliate of one of the underwriters. Our principal executive office is located at 301 South College Street, Charlotte, North Carolina 28288-0166 and our telephone number is (704) 374-6161. Neither we nor any of our affiliates have insured or guaranteed the offered certificates. For more detailed information, see “THE DEPOSITOR” in the accompanying prospectus.

		On the closing date, we will sell the mortgage loans and related assets to be included in the trust fund to the trustee to create the trust fund.

The Issuer		The trust fund to be established under the pooling and servicing agreement. For more detailed information, see “DESCRIPTION OF THE CERTIFICATES” in this prospectus supplement and the accompanying prospectus.

The Mortgage Loan Sellers		Wachovia Bank, National Association, Citigroup Global Markets Realty Corp., Artesia Mortgage Capital Corporation and Eurohypo AG, New York Branch. For more information, see “DESCRIPTION OF THE MORTGAGE POOL— The Mortgage Loan Sellers” in this prospectus supplement. The mortgage loan sellers will sell and assign to us on the closing date the mortgage loans to be included in the trust fund. See “DESCRIPTION OF THE MORTGAGE POOL— Representations and Warranties; Repurchases and Substitutions” in this prospectus supplement.

		Wachovia Bank, National Association originated or acquired 24 of the mortgage loans to be included in the trust fund representing 55.1% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund. Eurohypo AG, New York Branch originated or acquired 4 of the mortgage loans to be included in the trust fund representing 21.4% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund. Citigroup Global Markets Realty Corp. originated 11 of the mortgage loans to be included in the trust fund representing 14.6% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund. Artesia Mortgage Capital Corporation originated or acquired 15 of the mortgage loans to be included in the trust fund representing 8.9% of the cut-off date pool balance of all the mortgage loans to be included in the trust fund.

The Master Servicer		Wachovia Bank, National Association. Wachovia Bank, National Association is our affiliate and is one of the mortgage loan


		sellers and an affiliate of one of the underwriters. The master servicer will be primarily responsible for collecting payments and gathering information with respect to the mortgage loans included in the trust fund and the 7 companion loans which are not part of the trust fund; provided however, the Chelsea Market mortgage loan and the Chelsea Market companion loan and the Regency Square Mall mortgage loan and the Regency Square Mall companion loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C7. The master servicer under the 2003-C7 pooling and servicing agreement is Wachovia Bank, National Association.

		See “SERVICING OF THE MORTGAGE LOANS—The Master Servicer and the Special Servicer” and “—Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair” in this prospectus supplement.

The Special Servicer		Clarion Partners, LLC. The special servicer will be responsible for performing certain servicing functions with respect to the mortgage loans included in the trust fund that, in general, are in default or as to which default is imminent; provided however, the Chelsea Market mortgage loan and the Regency Square Mall mortgage loan will be specially serviced under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C7. The special servicer under the 2003-C7 pooling and servicing agreement is Clarion Partners, LLC. Some holders of certificates (initially the holder of the Class P certificates) will have the right to replace the special servicer and to select a representative who may advise and direct the special servicer and whose approval is required for certain actions by the special servicer under certain circumstances. In the case of the Chelsea Market mortgage loan and the Regency Square Mall mortgage loan, such rights will generally be shared with holders of certain classes of certificates issued under the 2003-C7 pooling and servicing agreement and the related intercreditor agreements. See “SERVICING OF THE MORTGAGE LOANS— The Master Servicer and the Special Servicer” and “—Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair” in this prospectus supplement.

		It is anticipated that Clarion Capital, LLC, an affiliate of Clarion Partners, LLC, will purchase certain non-offered classes of certificates (including the Class P Certificates). See “SERVICING OF THE MORTGAGE LOANS—The Master Servicer and Special Servicer” and “—Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair” in this prospectus supplement.

The Trustee		Wells Fargo Bank Minnesota, N.A. The trustee will be responsible for distributing payments to certificateholders and


		delivering to certificateholders certain reports on the mortgage loans included in the trust fund and the certificates. Wells Fargo Bank Minnesota, N.A. will also act as the certificate registrar and authenticating agent. See “DESCRIPTION OF THE CERTIFICATES—The Trustee” in this prospectus supplement.

The Underwriters		Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., ABN AMRO Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. Wachovia Capital Markets, LLC is our affiliate and is an affiliate of Wachovia Bank, National Association, which is the master servicer and one of the mortgage loan sellers. Citigroup Global Markets Inc. is an affiliate of Citigroup Global Markets Realty Corp., which is one of the mortgage loan sellers. Wachovia Capital Markets, LLC and Citigroup Global Markets Inc. are acting as co-lead managers for the offering. Citigroup Global Markets Inc. is acting as sole bookrunner with respect to 42.9% of the Class A-3 and Class A-4 Certificates. Wachovia Capital Markets, LLC is acting as sole bookrunner with respect to the remainder of the Class A-3 and Class A-4 Certificates and all other classes of offered certificates. ABN AMRO Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are acting as co-managers for the offering.

IMPORTANT DATES AND PERIODS


Closing Date		On or about November 25, 2003.

Cut-Off Date		For 36 mortgage loans, representing 63.8% of the mortgage pool, November 11, 2003 and for 18 mortgage loans, representing 36.2% of the mortgage pool, November 1, 2003. The cut-off date balance of each mortgage loan included in the trust fund and each cut-off date certificate balance in this prospectus supplement assumes the timely receipt of principal scheduled to be paid (if any) on each mortgage loan and no defaults, delinquencies or prepayments on any mortgage loan as of the related cut-off date.

Distribution Date		The fourth business day following the related determination date.

Determination Date		The 11th day of each month, or if such 11th day is not a business day, the next succeeding business day, commencing in December 2003.

Collection Period		For any distribution date, the period beginning on the 12th day in the immediately preceding month (or the day after the applicable cut-off date in the case of the first collection period) through and including the 11th day of the month in which the distribution date occurs. Notwithstanding the foregoing, in the event that the last day of a collection period is not a business day, any payments with respect to the mortgage loans which relate to such collection period and are received on the business day immediately following such last day will be deemed to have been received during such collection period and not during any other collection period.

THE CERTIFICATES


Offered Certificates		We are offering to you the following 8 classes of certificates of our Commercial Mortgage Pass-Through Certificates, Series 2003-C8, pursuant to this prospectus supplement:

Class A-1

Class A-2

Class A-3

Class A-4

Class B

Class C

Class D

Class E


Priority of Distributions		On each distribution date, the owners of the certificates will be entitled to distributions of payments or other collections on the mortgage loans that the master servicer collected or advanced during or with respect to the related collection period after deducting certain fees and expenses.

The trustee will distribute amounts to the extent that the money is available, in the following order of priority, to pay:

Interest, pro rata, on the Class A-1, Class A-2, Class A-3, Class A-4, Class X-C and Class X-P certificates.

Principal of the Class A-1 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Principal of the Class A-2 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Principal of the Class A-3 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Principal of the Class A-4 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class A-1, Class A-2, Class A-3 and Class A-4 certificates, pro rata, for any realized loss and trust fund expenses borne by such classes

Interest on the Class B certificates.

Principal of the Class B certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class B certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class C certificates.

Principal of the Class C certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class C certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class D certificates.

Principal of the Class D certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class D certificates for any realized losses and trust fund expenses borne by such class.

Interest on the Class E certificates.

Principal of the Class E certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

Reimbursement to the Class E certificates for any realized losses and trust fund expenses borne by such class.


		If, on any distribution date, the certificate balances of the Class B through Class P certificates have been reduced to zero, but any two or more of the Class A-1, Class A-2, Class A-3 and Class A-4 certificates remain outstanding, distributions of principal and interest will be made, pro rata, to the outstanding Class A-1, Class A-2, Class A-3 and Class A-4 certificates. See “DESCRIPTION OF THE CERTIFICATES— Distributions” in this prospectus supplement.

Interest		On each distribution date each class of certificates (other than the Class Z, Class R-I and Class R-II certificates) will be entitled to receive:

		• for each such class of certificates, one month’s interest at the applicable pass-through rate accrued during the calendar month prior to the related distribution date, on the certificate balance or notional amount, as applicable, of such class of certificates immediately prior to such distribution date;

		• plus any interest that such class of certificates was entitled to receive on all prior distribution dates to the extent not received;

		• minus (other than in the case of the Class X-C and Class X-P certificates) such class’ share of any shortfalls in interest collections due to prepayments on mortgage loans included in the trust fund that are not offset by certain payments made by the master servicer; and

		• minus (other than in the case of the Class X-C and Class X-P certificates) such class’ allocable share of any reduction in interest accrued on any mortgage loan as a result of a modification that reduces the related mortgage rate and allows the reduction in accrued interest to be added to the stated principal balance of the mortgage loan.


		See “DESCRIPTION OF THE CERTIFICATES—Certificate Balances and Notional Amount” and “—Distributions” in this prospectus supplement.

		The Class X-C and Class X-P certificates will be entitled to distributions of interest only on their respective notional amounts. On each distribution date, the notional amount of the Class X-C certificates will generally be equal to the aggregate outstanding certificate balances of the sequential pay certificates on such date.

		The notional amount of the Class X-P certificates generally will equal:

		(1) until the distribution date in May 2004, the sum of (a) the lesser of $159,560,000 and the certificate balance of the Class A-1 certificates and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(2) after the distribution date in May 2004 through and including the distribution date in November 2004, the sum of (a) the lesser of $153,191,000 and the certificate balance of the Class A-1 certificates, and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(3) after the distribution date in November 2004 through and including the distribution date in May 2005, the sum of (a) the lesser of $130,909,000 and the certificate balance of the Class A-1 certificates and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(4) after the distribution date in May 2005 through and including the distribution date in November 2005, the sum of (a) the lesser of $106,156,000 and the certificate balance of the Class A-1 certificates and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(5) after the distribution date in November 2005 through and including the distribution date in May 2006, the sum of (a) the lesser of $81,296,000 and the certificate balance of the Class A-1 certificates and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(6) after the distribution date in May 2006 through and including the distribution date in November 2006, the sum of (a) the lesser of $57,204,000 and the certificate balance of the Class A-1 certificates and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(7) after the distribution date in November 2006 through and including the distribution date in May 2007, the sum of


		(a) the lesser of $26,825,000 and the certificate balance of the Class A-1 certificates and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(8) after the distribution date in May 2007 through and including the distribution date in November 2007, the sum of (a) the lesser of $3,383,000 and the certificate balance of the Class A-1 certificates and (b) the aggregate certificate balances of the Class A-2, Class A-3 and Class A-4 certificates;

		(9) after the distribution date in November 2007 through and including the distribution date in May 2008, the sum of (a) the lesser of $167,960,000 and the certificate balance of the Class A-2 certificates and (b) the aggregate certificate balances of the Class A-3 and Class A-4 certificates;

		(10) after the distribution date in May 2008 through and including the distribution date in November 2008, the sum of (a) the lesser of $178,388,000 and the certificate balance of the Class A-3 certificates and (b) the certificate balance of the Class A-4 certificates;

		(11) after the distribution date in November 2008 through and including the distribution date in May 2009, the sum of (a) the lesser of $164,004,000 and the certificate balance of the Class A-3 certificates and (b) the certificate balance of the Class A-4 certificates;

		(12) after the distribution date in May 2009 through and including the distribution date in November 2009, the sum of (a) the lesser of $125,224,000 and the certificate balance of the Class A-3 certificates and (b) the certificate balance of the Class A-4 certificates;

		(13) after the distribution date in November 2009 through and including the distribution date in May 2010, the sum of (a) the lesser of $80,085,000 and the certificate balance of the Class A-3 certificates and (b) the certificate balance of the Class A-4 certificates;

		(14) after the distribution date in May 2010 through and including the distribution date in November 2010, the sum of (a) the lesser of $198,715,000 and (b) the certificate balance of the Class A-4 certificates; and

		(15) after the distribution date in November 2010, $0.

		The Class X-C and Class X-P certificates will accrue interest at a rate as described under “Pass-Through Rates” below.

		The certificates (other than the Class Z, Class R-I and Class R-II certificates) will accrue interest on the basis of a 360-day year consisting of twelve 30-day months.


		The interest accrual period with respect to any distribution date and any class of certificates (other than the Class Z, Class R-I and Class R-II certificates) is the calendar month preceding the month in which such distribution date occurs.

		As reflected in the chart under “Priority of Distributions” beginning on page S-10 above, on each distribution date, the trustee will distribute interest to the holders of the offered certificates and the Class X certificates:

		• first, pro rata, to the Class X-C certificates, Class X-P certificates, Class A-1 certificates, Class A-2 certificates, Class A-3 certificates and Class A-4 certificates as described above under “Priority of Distributions”, and then to each other class of offered certificates in alphabetical order; and

		• only to the extent funds remain after the trustee makes all distributions of interest and principal required to be made on such date to each class of certificates with a higher priority of distribution.

		You may, in certain circumstances, also receive distributions of prepayment premiums and yield maintenance charges collected on the mortgage loans included in the trust fund. Such distributions are in addition to the distributions of principal and interest described above. See “DESCRIPTION OF THE CERTIFICATES—Distributions” in this prospectus supplement.

Pass-Through Rates		The pass-through rate for each class of certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) on each distribution date is set forth above under “Overview of the Certificates.”

		The pass-through rate applicable to the Class X-C certificates for the initial distribution date will equal approximately % per annum.

		The pass-through rate applicable to the Class X-C certificates for each distribution date will, in general, equal the weighted average of the respective Class X-C strip rates at which interest accrues from time to time on the respective Class X-C components prior to such distribution date (weighted on the basis of the respective component balances of those Class X-C components outstanding immediately prior to such distribution date). Each Class X-C component will be comprised of all or a designated portion of the certificate balance of one of the classes of sequential pay certificates. In general, the certificate balance of each class of sequential pay certificates will constitute a separate Class X-C component. However, if a portion, but not all, of the certificate balance of any particular class of sequential pay certificates is identified under “—Interest” above as being part of the notional amount of the Class X-P certificates immediately prior to any distribution date, then the identified portion of the certificate balance will also represent one or more


		Class X-C components for purposes of calculating the pass-through rate of the Class X-C certificates, and the remaining portion of the certificate balance will represent one or more other Class X-C components for purposes of calculating the pass-through rate of the Class X-C certificates. For each distribution date through and including the distribution date in November 2010, the Class X-C strip rate for each Class X-C component will be calculated as follows:

		(1) if such Class X-C component consists of the entire certificate balance of any class of sequential pay certificates, and if the certificate balance does not, in whole or in part, also constitute a Class X-P component immediately prior to the distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates;

		(2) if such Class X-C component consists of a designated portion (but not all) of the certificate balance of any class of sequential pay certificates, and if the designated portion of the certificate balance does not also constitute a Class X-P component immediately prior to the distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates;

		(3) if such Class X-C component consists of a designated portion (but not all) of the certificate balance of any class of sequential pay certificates, and if the designated portion of the certificate balance also constitutes a Class X-P component immediately prior to the distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the sum of (i) the Class X-P strip rate for the applicable Class X-P component and (ii) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates; and

		(4) if such Class X-C component consists of the entire certificate balance of any class of sequential pay certificates, and if the certificate balance also constitutes, in its entirety, a Class X-P component immediately prior to such distribution date, then the applicable Class X-C strip rate will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the sum of (i) the Class X-P strip rate for the applicable Class X-P component, and (ii) the pass-through rate in effect for the distribution date for the applicable class of sequential pay certificates.


		For each distribution date after the distribution date in November 2010, the certificate balance of each class of sequential pay certificates will constitute one or more separate Class X-C components, and the applicable Class X-C strip rate with respect to each such Class X-C component for each distribution date will equal the excess, if any, of (a) the weighted average net mortgage rate for the distribution date, over (b) the pass-through rate in effect for the distribution date for the class of sequential pay certificates.

		The pass-through rate applicable to the Class X-P certificates for the initial distribution date will equal approximately % per annum.

		The pass-through rate applicable to the Class X-P certificates for each subsequent distribution date will equal the weighted average of the respective Class X-P strip rates, at which interest accrues from time to time on the respective components prior to such distribution date (weighted on the basis of the balances of those Class X-P components outstanding immediately prior to the distribution date). Each Class X-P component will be comprised of all or a designated portion of the certificate balance of a specified class of sequential pay certificates. If all or a designated portion of the certificate balance of any class of sequential pay certificates is identified under “—Interest” above as being part of the notional amount of the Class X-P certificates immediately prior to any distribution date, then that certificate balance (or designated portion thereof) will represent one or more separate Class X-P components for purposes of calculating the pass-through rate of the Class X-P certificates. For each distribution date through and including the distribution date in November 2010, the Class X-P strip rate for each Class X-P component will equal (a) the lesser of (1) the weighted average net mortgage rate for such distribution date and (2) the reference rate specified on Annex C to this prospectus supplement for such distribution date minus 0.03% per annum, minus (b) the pass-through rate for such component (but in no event will any Class X-P strip rate be less than zero).

		After the distribution date in November 2010, the Class X-P certificates will cease to accrue interest and will have a 0% pass-through rate.

		The weighted average net mortgage rate for each distribution date is the weighted average of the net mortgage rates for the mortgage loans included in the trust fund as of the beginning of the related collection period, weighted on the basis of their respective stated principal balances immediately following the preceding distribution date; provided that for the purpose of determining the weighted average net mortgage rate only, if the mortgage rate for any mortgage loan included in the trust fund has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the special


		servicer, the weighted average net mortgage rate for such mortgage loan will be calculated without regard to such event. The net mortgage rate for each mortgage loan included in the trust fund will generally equal:

		• the mortgage interest rate in effect for such mortgage loan as of the closing date; minus

		• the applicable administrative cost rate, as described in this prospectus supplement.

		For the purpose of calculating the weighted average net mortgage rate, the mortgage rate of each mortgage loan will be deemed adjusted as described under “DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates” in this prospectus supplement.

		The stated principal balance of each mortgage loan included in the trust fund will generally equal the balance of that mortgage loan as of the cut-off date, reduced as of any date of determination (to not less than zero) by:

		• the portion of the principal distribution amount for the related distribution date that is attributable to such mortgage loan; and

		• the principal portion of any realized loss incurred in respect of such mortgage loan during the related collection period.

		The stated principal balance of any mortgage loan as to which the mortgage rate is reduced through a modification may be increased in certain circumstances by the amount of the resulting interest reduction. See “DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates” in this prospectus supplement.

Principal Distributions		On the closing date, each class of certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) will have the certificate balance set forth above under “Overview of the Certificates.” The certificate balance for each class of certificates entitled to receive principal may be reduced by:

		• distributions of principal; and

		• allocations of realized losses and trust fund expenses.

		The certificate balance or notional amount of a class of certificates may be increased in certain circumstances by the allocation of any increase in the stated principal balance of any mortgage loan resulting from the reduction of the related mortgage rate through modification. See “DESCRIPTION OF THE CERTIFICATES—Certificate Balances and Notional Amount” in this prospectus supplement.

		The Class X-C and Class X-P certificates do not have principal balances and will not receive distributions of principal.


		As reflected in the chart under “Priority of Distributions” above:

		• principal is distributed to each class of certificates entitled to receive distributions of principal in alphabetical and, if applicable, numerical designation;

		• principal is only distributed on a class of certificates to the extent funds remain after the trustee makes all distributions of principal and interest on each class of certificates with an earlier alphabetical and, if applicable, numerical designation; and

		• generally, no class of certificates is entitled to distributions of principal until the certificate balance of each class of certificates with an earlier alphabetical and, if applicable, numerical designation has been reduced to zero.

		The amount of principal to be distributed for each distribution date generally will be an amount equal to:

		• the scheduled principal payments (other than balloon payments) due on the mortgage loans included in the trust fund during the related collection period whether or not such scheduled payments are actually received;

		• balloon payments actually received with respect to mortgage loans included in the trust fund during the related collection period;

		• prepayments received with respect to the mortgage loans included in the trust fund during the related collection period; and

		• all liquidation proceeds, insurance proceeds, condemnation awards and repurchase and substitution amounts received during the related collection period that are allocable to principal.

		However, if the master servicer or the trustee reimburses itself out of general collections on the mortgage pool for any advance that it has determined is not recoverable out of collections on the related mortgage loan, then that advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted pursuant to the terms of the pooling and servicing agreement, to be reimbursed first out of payments and other collections of principal otherwise distributable on the principal balance certificates, prior to being deemed reimbursed out of payments and other collections of interest otherwise distributable on the offered certificates.

Subordination; Allocation of Losses and Certain Expenses		Credit support for any class of certificates (other than the Class Z, Class R-I and Class R-II certificates) is provided by the subordination of payments and allocation of any losses to such classes of certificates which have a later alphabetical class designation (other than the Class X-C and Class X-P certificates). The certificate balance of a class of certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and


	Class R-II certificates) will be reduced on each distribution date by any losses on the mortgage loans that have been realized and certain additional trust fund expenses actually allocated to such class of certificates on such distribution date.


		Losses on the mortgage loans that have been realized and additional trust fund expenses will first be allocated to the certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) that are not offered by this prospectus supplement and then to the certificates that are offered certificates in reverse alphabetical order as indicated on the following table.


			Percentage			Order of
	Original		Cut-Off Date			Application of
Class Designation	Certificate Balance		Pool Balance			Losses and Expenses

Class A-1	$	164,790,000		16.915	%		6
Class A-2	$	186,550,000		19.148	%		6
Class A-3	$	241,738,000		24.813	%		6
Class A-4	$	213,104,000		21.874	%		6
Class B	$	29,227,000		3.000	%		5
Class C	$	13,396,000		1.375	%		4
Class D	$	28,009,000		2.875	%		3
Class E	$	13,396,000		1.375	%		2
Other non-offered certificates (excluding the Class X certificates)	$	84,028,293		8.625	%		1


		Any losses realized on the mortgage loans included in the trust fund or additional trust fund expenses allocated in reduction of the certificate balance of any class of sequential pay certificates will result in a corresponding reduction in the notional amount of the Class X-C certificates and, with respect to the Class A-2, Class A-3 and Class A-4 certificates and portions of the Class A-1 certificates, a corresponding reduction in the notional amount of the Class X-P certificates. Any losses and expenses that are associated with each of the mortgage loans secured by the Chelsea Market mortgaged property and the Regency Square Mall mortgaged property will, in each case, be allocated pro rata between the two pari passu mortgage loans secured by the related mortgaged property. Any losses and expenses that are associated with each of the mortgage loans secured by the Park City Center mortgaged property will be allocated in accordance with the terms of the related intercreditor agreement first, to the subordinate companion loan secured by the related mortgaged property and second, pro rata, between the two pari passu mortgage loans secured by the related mortgaged property. The portion of those losses and expenses that is allocated to the mortgage loan that is included in the trust fund will be allocated among the Series 2003-C8 certificates in the manner described above

		See “DESCRIPTION OF THE CERTIFICATES — Subordination; Allocation of Losses and Certain Expenses” in this prospectus supplement.


Prepayment Premiums; Yield Maintenance Charges		On each distribution date, any prepayment premium or yield maintenance charge actually collected during the related collection period on a mortgage loan included in the trust fund will be distributed to the holders of each class of offered certificates and the Class F, Class G and Class H certificates then entitled to distributions as follows:

		The holders of each class of offered certificates and the Class F, Class G and Class H certificates then entitled to distributions of principal on such distribution date will generally be entitled to a portion of prepayment premiums or yield maintenance charges equal to the product of:

		• the amount of such prepayment premiums or yield maintenance charges;

		• a fraction (in no event greater than one), the numerator of which is equal to the excess, if any, of the pass-through rate of such class of certificates over the relevant discount rate, and the denominator of which is equal to the excess, if any, of the mortgage interest rate of the prepaid mortgage loan over the relevant discount rate; and

		• a fraction, the numerator of which is equal to the amount of principal distributable on such class of certificates on such distribution date, and the denominator of which is the principal distribution amount for such distribution date.

		If there is more than one class of certificates entitled to distributions of principal on any particular distribution date on which a prepayment premium or yield maintenance charge is distributable, the aggregate amount of such prepayment premium or yield maintenance charge will be allocated among all such classes up to, and on a pro rata basis in accordance with, the foregoing entitlements.

		The portion, if any, of the prepayment premiums or yield maintenance charges remaining after any payments described above will be distributed as follows: (a) on or before the distribution date in November 2010, 85% to the holders of the Class X-C Certificates and 15% to the holders of the Class X-P Certificates and (b) thereafter 100% to the holders of the Class X-C certificates.

		The “discount rate” applicable to any class of offered certificates and the Class F, Class G and Class H certificates will equal the yield (when compounded monthly) on the U.S. Treasury issue with a maturity date closest to the maturity date for the prepaid mortgage loan or mortgage loan for which title to the related mortgaged property was acquired by the trust fund.

		• In the event that there are two or more such U.S. Treasury issues with the same coupon, the issue with the lowest yield will be utilized; and

		• In the event that there are two or more such U.S. Treasury issues with maturity dates equally close to the maturity


		date for the prepaid mortgage loan, the issue with the earliest maturity date will be utilized.


Examples of Allocation of Prepayment Premiums or
Yield Maintenance Charges
Mortgage interest rate			8%
Pass-through rate for applicable class			6%
Discount rate			5%


		Allocation			Allocation
Allocation Percentage		Percentage for			Percentage for
for Applicable Class		Class X-P			Class X-C

	6% - 5% = 33 1/3%		(100	% - 33 1/3%) X 15% = 10%		(100	% - 33 1/3%) X 85% = 56 2/3%
	8% - 5%


		See “DESCRIPTION OF THE CERTIFICATES — Distributions — Allocation of Prepayment Premiums and Yield Maintenance Charges” in this prospectus supplement.

Allocation of Additional Interest		On each distribution date, any additional interest collected on a mortgage loan with an anticipated repayment date during the related collection period will be distributed to the holders of the Class Z certificates and will not be available to provide credit support for other classes of certificates or offset any interest shortfalls.

Advancing		In the event the master servicer fails to receive one or more scheduled payments of principal and interest (other than balloon payments) on a mortgage loan included in the trust fund by the last day of the related collection period and the master servicer determines that such scheduled payment of principal and interest will be ultimately recoverable from the related mortgage loan, the master servicer, or if it fails to do so, the trustee is required to make a principal and interest cash advance of such scheduled payment of principal and interest. These cash advances are only intended to maintain a regular flow of scheduled principal and interest payments on the certificates and are not intended to guarantee or insure against losses. In other words, the advances are intended to provide liquidity (rather than credit enhancement) to certificateholders. To the extent described in this prospectus supplement, the trust fund will pay interest to the master servicer or the trustee, as the case may be, on the amount of any principal and interest cash advance calculated at the prime rate (provided, that no principal and/or interest cash advance shall accrue interest until after the expiration of any applicable grace period for the related scheduled payment) and will reimburse the master servicer or the trustee for any principal and interest cash advances that are later determined to be not recoverable. See “DESCRIPTION OF THE CERTIFICATES — P&I Advances” in this prospectus supplement.

Optional Termination of the Trust Fund		The trust fund may be terminated when the aggregate principal balance of the mortgage loans included in the trust fund is less than 1.0% of the aggregate principal balance of the mortgage loans included in the trust fund as of the cut-off date. See


		“DESCRIPTION OF THE CERTIFICATES — Termination” in this prospectus supplement and in the accompanying prospectus.

		The trust fund may also be terminated when the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E certificates have been paid in full and all of the remaining certificates are held by a single certificateholder. See “DESCRIPTION OF THE CERTIFICATES — Termination” in this prospectus supplement.

Registration and Denomination		The offered certificates will initially be registered in the name of Cede & Co., as nominee for The Depository Trust Company in the United States, or in Europe through Clearstream Banking société anonyme or Euroclear Bank S.A./N.V., as operator of the Euroclear System. You will not receive a definitive certificate representing your interest in the trust fund, except in the limited circumstances described in the accompanying prospectus. See “DESCRIPTION OF THE CERTIFICATES — Book-Entry Registration and Definitive Certificates” in the accompanying prospectus.

		Beneficial interests in the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E certificates will be offered in minimum denominations of $10,000 actual principal amount and in integral multiples of $1 in excess of those amounts.

Material Federal Income Tax Consequences		Two separate real estate mortgage investment conduit (each, a “REMIC”) elections will be made with respect to most of the trust fund. The offered certificates will evidence regular interests in a REMIC and generally will be treated as debt instruments of such REMIC. The Class R-I and Class R-II certificates will represent the residual interests in such REMICs. The Class Z certificateholders’ entitlement to any additional interest that has accrued on a related mortgage loan that provides for the accrual of such additional interest if the unamortized principal amount of such mortgage loan is not repaid on the anticipated repayment date set forth in the related mortgage note will be treated as a grantor trust (as described in the accompanying prospectus) for United States federal income tax purposes.

		The offered certificates will be treated as newly originated debt instruments for federal income tax purposes. You will be required to report income with respect to the offered certificates using the accrual method of accounting, even if you otherwise use the cash method of accounting. It is anticipated that the offered certificates will be treated as having been issued at a premium for federal income tax reporting purposes.

		For further information regarding the federal income tax consequences of investing in the offered certificates, see “MATERIAL FEDERAL INCOME TAX CONSEQUENCES” in this prospectus supplement and in the accompanying prospectus.


ERISA Considerations		Subject to important considerations described under “ERISA CONSIDERATIONS” in this prospectus supplement and the accompanying prospectus, the following certificates may be eligible for purchase by persons investing assets of employee benefit plans, individual retirement accounts, or other retirement plans and accounts:


		Class A-1

		Class A-2

		Class A-3

		Class A-4

		Class B

		Class C

		Class D
		Class E

		This is based on an individual prohibited transaction exemption granted to each of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., ABN AMRO Incorporated, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated by the U.S. Department of Labor. See “ERISA CONSIDERATIONS” in this prospectus supplement and in the accompanying prospectus.

Legal Investment		The offered certificates will not constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements, or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisers for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates.

		See “LEGAL INVESTMENT” in this prospectus supplement and in the accompanying prospectus.

Ratings		The offered certificates will not be issued unless they have received the following ratings from Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.:


	Expected
	Rating from
Class	Moody’s/S&P

Class A-1		Aaa/AAA
Class A-2		Aaa/AAA
Class A-3		Aaa/AAA
Class A-4		Aaa/AAA
Class B		Aa2/AA
Class C		Aa3/AA-
Class D		A2/A
Class E		A3/A-


		The ratings on the offered certificates address the likelihood of timely receipt of interest and ultimate receipt of principal by the


		rated final distribution date by the holders of offered certificates. They do not address the likely actual rate of prepayments. Such rate of prepayments, if different than originally anticipated, could adversely affect the yield realized by holders of the offered certificates. See “RATINGS” in this prospectus supplement and in the accompanying prospectus for a discussion of the basis upon which ratings are given, the limitations and restrictions on the ratings, and conclusions that should not be drawn from a rating.

THE MORTGAGE LOANS


General		It is expected that the mortgage loans to be included in the trust fund will have the following approximate characteristics as of the cut-off date. All information presented herein (including loan-to-value ratios and debt service coverage ratios) with respect to the 6 mortgage loans with companion loans is calculated without regard to the related companion loans except that with respect to loan number 3 (the Chelsea Market mortgage loan), loan number 4 (the Park City Center mortgage loan) and loan number 7 (the Regency Square Mall mortgage loan), unless otherwise specified, the calculation of loan-to-value ratios and debt service coverage ratios was based on the aggregate indebtedness of each of these mortgage loans and the related pari passu companion loan (but not any subordinate companion loan). All percentages of the mortgage loans, or any specified group of mortgage loans, referred to in this prospectus supplement are approximate percentages. The totals in the following tables may not add up to 100% due to rounding.


	All
	mortgage
	loans

Number of mortgage loans		54
Number of crossed loan pools		1
Number of mortgaged properties		56
Aggregate balance of all mortgage loans	$	974,238,294
Number of mortgage loans with balloon payments(1)		28
Aggregate balance of mortgage loans with balloon payments(1)	$	558,324,149
Number of mortgage loans with anticipated repayment dates		18
Aggregate balance of mortgage loans with anticipated repayment dates	$	360,181,085
Number of fully amortizing mortgage loans		5
Aggregate balance of fully amortizing mortgage loans	$	12,963,060
Number of interest-only mortgage loans		3


	All
	mortgage
	loans

Aggregate balance of interest-only mortgage loans	$	42,770,000
Average mortgage loan balance	$	18,041,450
Minimum mortgage loan balance	$	547,586
Maximum mortgage loan balance	$	129,836,600
Maximum balance for a group of cross-collateralized and cross-defaulted loans(2)	$	35,887,500
Weighted average cut-off date loan-to-value ratio		63.5%
Minimum cut-off date loan-to-value ratio		24.9%
Maximum cut-off date loan-to-value ratio		80.0%
Weighted average underwritten debt service coverage ratio(3)		1.83x
Minimum underwritten debt service coverage ratio(3)		1.16x
Maximum underwritten debt service coverage ratio(3)		3.93x
Weighted average loan-to-value at stated maturity or anticipated repayment date		54.6%
Range of mortgage loan interest rates		3.594%-7.900%
Weighted average mortgage interest rate		5.080%
Range of remaining term to maturity or anticipated repayment date (months)		51-240
Weighted average remaining term to maturity or anticipated repayment date (months)		92
Weighted average occupancy rate		94.9%

(1) Does not include mortgage loans with anticipated repayment dates.

(2) Consists of a group of 2 individual mortgage loans (loan numbers 14 and 15).

(3) For purposes of determining the debt service coverage ratio of 1 mortgage loan (loan number 13), representing 1.9% of the mortgage pool, the debt service payments were reduced by taking into account amounts available in cash reserves. See “DESCRIPTION OF THE MORTGAGE POOL— Additional Mortgage Loan Information” in this prospectus supplement.


Security for the Mortgage Loans in the Trust Fund		Generally, all of the mortgage loans included in the trust fund are non-recourse obligations of the related borrowers.

		• No mortgage loan included in the trust fund is insured or guaranteed by any government agency or private insurer.

		• All of the mortgage loans included in the trust fund are secured by first lien fee mortgages and/or leasehold mortgages on commercial or multifamily properties.


Property Types		The following table describes the mortgaged properties securing the mortgage loans expected to be included in the trust fund as of the cut-off date:

		Mortgaged Properties by Property Type


						Percentage
		Number of		Aggregate		of Cut-Off
		Mortgaged		Cut-Off Date		Date Pool
Property Type		Properties		Balance		Balance

Retail			36		$615,624,277		63.2	%
	Retail–Anchored		28		573,828,542		58.9
	Retail–Unanchored		5		22,811,210		2.3
	Retail–Shadow Anchored(1)		3		18,984,525		1.9
Office			11		232,070,507		23.8
Hospitality			1		58,000,000		6.0
Mixed Use			4		41,696,775		4.3
Multifamily			2		20,000,000		2.1
Self Storage			1		4,746,735		0.5
Land(2)			1		2,100,000		0.2

	Total		56		$974,238,294		100.0	%

(PIE CHART)

(1) A mortgaged property is considered shadow anchored if it is in close proximity to an anchored retail property.

(2) Specifically, the fee interest in land which the ground tenant has improved and leased as an anchored retail shopping center. The retail shopping center is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower.


Geographic Concentrations		The mortgaged properties are located throughout 26 states and the District of Columbia. The following table describes the number and percentage of mort gaged properties in states which have concentrations of mortgaged properties above 5.0%:

		Mortgaged Properties by Geographic Concentration(1)


						Percentage
		Number of		Aggregate		of
		Mortgaged		Cut-Off Date		Cut-Off Date
State		Properties		Balance		Pool Balance

AZ			4	$	173,033,624		17.8	%
NY			2		113,600,000		11.7
MI			4		97,573,571		10.0
FL			6		95,452,986		9.8
CA			7		89,378,741		9.2
	Southern(2)		4		78,423,553		8.0
	Northern(2)		3		10,955,188		1.1
TX			5		73,986,942		7.6
PA			1		65,925,439		6.8
IL			2		60,100,000		6.2
Other			25		205,186,991		21.1

	Total		56	$	974,238,294		100.0	%

(1) Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties).

(2) For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in or south of such counties were included in Southern California.


Principal and Interest Payment Terms		All of the mortgage loans included in the trust fund accrue interest at a fixed rate, other than mortgage loans providing for an anticipated repayment date, which provide for an increase of fixed interest after a certain date.

		• Payments on the mortgage loans included in the trust fund are due on the 11th day of the month, except payments on 18 mortgage loans, representing 36.2% of the mortgage pool are due on the first day of the month. No mortgage loan has a grace period that extends payment beyond the 11th day of any calendar month, except the grace period on 3 mortgage loans, representing 15.8% of the mortgage pool, extends payment until the 21st day of any calendar month.

		• As of the cut-off date, 50 of the mortgage loans, representing 83.5% of the mortgage pool, accrue interest on an actual/360 basis, and 4 of the mortgage loans, representing 16.5% of the mortgage pool, accrue interest on a 30/360 basis. Six (6) of the mortgage loans, representing 17.9% of the mortgage pool, have periods during which only interest is due and periods in which principal and interest are due. Three (3) of the mortgage loans, representing 4.4% of the mortgage pool, provide that only interest is due until maturity or the anticipated repayment date.


		The following tables set forth additional characteristics of the mortgage loans that we anticipate to be included in the trust fund as of the cut-off date:

		Range of Cut-Off Date Balances


						Percentage
				Aggregate Cut-		of Cut-Off
Range of Cut-Off		Number of		Off Date		Date Pool
Date Balances($)		Loans		Balance		Balance

<2,000,000			7	$	9,480,890		1.0	%
	2,000,001 - 3,000,000		7		18,743,636		1.9
	3,000,001 - 4,000,000		5		16,624,702		1.7
	4,000,001 - 5,000,000		4		17,903,871		1.8
	5,000,001 - 6,000,000		1		5,275,000		0.5
	6,000,001 - 7,000,000		1		6,420,000		0.7
	7,000,001 - 8,000,000		2		15,691,208		1.6
	8,000,001 - 9,000,000		5		42,652,452		4.4
10,000,001 - 15,000,000			7		89,230,549		9.2
15,000,001 - 20,000,000			3		54,072,810		5.6
20,000,001 - 25,000,000			1		20,180,787		2.1
25,000,001 - 30,000,000			1		28,100,000		2.9
30,000,001 - 35,000,000			1		31,960,741		3.3
35,000,001 - 40,000,000			1		38,000,000		3.9
40,000,001 - 45,000,000			1		42,964,641		4.4
50,000,001 - 55,000,000			1		52,686,251		5.4
55,000,001 - 60,000,000			2		114,808,453		11.8
65,000,001 - 70,000,000			1		65,925,439		6.8
80,000,001>			3		303,516,865		31.2

	Total		54	$	974,238,294		100.0	%

Range of Mortgage Rates


						Percentage
Range of				Aggregate		of Cut-Off
Mortgage		Number of		Cut-Off Date		Date Pool
Rates(%)		Loans		Balance		Balance

3.594 - 5.249			14	$	565,804,407		58.1	%
5.250 - 5.499			6		75,786,764		7.8
5.500 - 5.749			7		119,933,064		12.3
5.750 - 5.999			10		74,268,556		7.6
6.000 - 6.249			10		88,622,918		9.1
6.250 - 6.499			3		42,895,318		4.4
6.500 - 6.749			1		4,746,735		0.5
6.750 - 6.999			1		547,586		0.1
7.000 - 7.249			1		718,306		0.1
7.750 - 7.999			1		914,639		0.1

	Total		54	$	974,238,294		100.0	%


		Range of Underwritten DSC Ratios*


						Percentage
Range of				Aggregate		of Cut-Off
Underwritten		Number of		Cut-Off Date		Date Pool
DSCRs(x)		Loans		Balance		Balance

1.15 - 1.19			3	$	7,119,655		0.7	%
1.20 - 1.24			8		91,871,006		9.4
1.25 - 1.29			4		22,558,611		2.3
1.30 - 1.34			4		57,697,907		5.9
1.35 - 1.39			6		38,900,532		4.0
1.40 - 1.44			1		2,843,406		0.3
1.45 - 1.49			4		33,745,532		3.5
1.50 - 1.54			2		35,887,500		3.7
1.55 - 1.59			3		22,369,755		2.3
1.60 - 1.64			1		85,500,000		8.8
1.65 - 1.69			2		5,190,734		0.5
1.70 - 1.74			1		7,691,208		0.8
1.80 - 1.84			2		32,232,474		3.3
1.85 - 1.89			2		144,988,718		14.9
1.95 - 1.99			3		198,762,039		20.4
2.30 - 3.00			6		158,231,631		16.2
3.40>			2		28,647,586		2.9

	Total		54	$	974,238,294		100.0	%

* For purposes of determining the debt service coverage ratio for 1 mortgage loan (loan number 13), representing 1.9% of the mortgage pool, the debt service payments were reduced by taking into account amounts available in cash reserves. See “DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information” in this prospectus supplement.


		Range of Cut-Off Date LTV Ratios


						Percentage of
Range of Cut-Off		Number of		Aggregate Cut-		Cut-Off Date
Date LTVs (%)		Loans		Off Date Balance		Pool Balance

20.01 - 25.00			1	$	547,586		0.1	%
40.01 - 50.00			3		87,014,639		8.9
50.01 - 55.00			4		20,965,416		2.2
55.01 - 60.00			7		393,107,263		40.4
60.01 - 65.00			6		136,287,198		14.0
65.01 - 70.00			7		90,878,378		9.3
70.01 - 75.00			18		152,577,721		15.7
75.01 - 80.00			8		92,860,093		9.5

	Total		54	$	974,238,294		100.0	%


		Range of Remaining Terms to Maturity Date or

		Anticipated Repayment Date*


							Percentage
					Aggregate		of Cut-Off
			Number		Cut-Off Date		Date Pool
Range of Remaining Terms (Mos.)			of Loans		Balance		Balance

		0 - 60		9	$	302,424,022		31.0	%
	61 - 84			7		226,697,398		23.3
109 - 120				33		432,153,813		44.4
169 - 180				2		3,935,000		0.4
229 - 240				3		9,028,060		0.9

		Total		54	$	974,238,294		100.0	%


		_______________________________________________ * With respect to the mortgage loans with anticipated repayment dates, the remaining term to maturity was calculated as of the related anticipated repayment date.

		Amortization Types


						Percentage
				Aggregate		of Cut-Off
		Number		Cut-Off Date		Date Pool
Type of Amortization		of Loans		Balance		Balance

Amortizing Balloon			26	$	469,824,149		48.2	%
Amortizing ARD			14		274,293,585		28.2
Interest-only, Amortizing Balloon*			2		88,500,000		9.1
Interest-only, Amortizing ARD*			4		85,887,500		8.8
Interest-only Balloon			2		34,520,000		3.5
Fully Amortizing			5		12,963,060		1.3
Interest-only ARD			1		8,250,000		0.8

	Total		54	$	974,238,294		100.0	%


		_______________________________________________ * These mortgage loans require payments of interest-only for a period of 24 to 36 months from origination prior to the commencement of payments of principal and interest.

		Balloon loans have amortization schedules significantly longer than their terms to maturity and have substantial principal payments due on their maturity dates, unless prepaid earlier.

		Mortgage loans providing for anticipated repayment dates fully or substantially amortize through their terms to maturity. However, if such a mortgage loan is not prepaid by a date specified in its mortgage note, interest will accrue at a higher rate and the borrower will be required to apply all cash flow generated by the mortgaged property in excess of its regular debt service payments and certain other permitted expenses and reserves to repay principal on the mortgage loan.


		In addition, because the fixed periodic payment on the mortgage loans is determined assuming interest is calculated on a “30/360 basis,” but interest actually accrues and is applied on the majority of the mortgage loans on an “actual/360 basis,” there will be less amortization, absent prepayments, of the principal balance during the term of the related mortgage loan, resulting in a higher final payment on such mortgage loan. This will occur even if a mortgage loan is a “fully amortizing” mortgage loan.

		See “DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans,” in this prospectus supplement.

Prepayment Restrictions		All of the mortgage loans included in the trust fund restrict or prohibit voluntary prepayments of principal in some manner for some period of time.

		Types of Prepayment Restrictions


						Percentage
				Aggregate Cut-		of Cut-Off
		Number of		Off Date		Date Pool
Prepayment Restriction Type		Loans		Balance		Balance

Prohibit prepayment for a portion of the term of the mortgage loan; but permit defeasance after date specified in related mortgage note for most or all of the remaining term*			47	$	945,758,115		97.1	%
Prohibit prepayment until date specified in related mortgage note and then impose a yield maintenance charge for most or all of the remaining term*			6		20,230,179		2.1
Prohibit prepayment until date specified in related mortgage note			1		8,250,000		0.8

	Total:		54	$	974,238,294		100.0	%


		_______________________________________________ * For the purposes hereof, “remaining term” refers to either remaining term to maturity or anticipated repayment date, as applicable.


		See “DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information” in this prospectus supplement. The ability of the master servicer or special servicer to waive or modify the terms of any mortgage loan relating to the payment of a prepayment premium or yield maintenance charge will be limited as described in this prospectus supplement. See “SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments” in this prospectus supplement. We make no representations as to the enforceability of the provisions of any mortgage notes requiring the payment of a prepayment premium or yield maintenance charge or limiting prepayments to defeasance or the ability of the master servicer or special servicer to collect any prepayment premium or yield maintenance charge.

Defeasance		Forty-seven (47) of the mortgage loans included in the trust fund as of the cut-off date, representing 97.1% of the mortgage pool, permit the borrower, under certain conditions, to substitute United States government obligations as collateral for the


		related mortgage loans (or a portion thereof) following their respective lock-out periods. Upon such substitution, the related mortgaged property (or, in the case of a mortgage loan secured by multiple mortgaged properties, one or more of such mortgaged properties) will no longer secure such mortgage loan. The payments on the defeasance collateral are required to be at least equal to an amount sufficient to make, when due, all payments on the related mortgage loan or allocated to the related mortgaged property. Defeasance may not occur prior to the second anniversary of the issuance of the certificates. See “DESCRIPTION OF THE MORTGAGE POOL— Certain Terms and Conditions of the Mortgage Loans— Prepayment Provisions” in this prospectus supplement.

Twenty Largest Mortgage Loans		The following table describes certain characteristics of the twenty largest mortgage loans or groups of cross-collateralized mortgage loans, in the trust fund by aggregate principal balance as of the cut-off date. With respect to the loans referred to as the Chelsea Market mortgage loan, the Park City Center mortgage loan and the Regency Square Mall mortgage loan in the immediately following table, the debt service coverage ratios and the loan-to-value ratios set forth in such table, in each case, are based on the aggregate combined principal balance of each of the Chelsea Market mortgage loan, the Park City Center mortgage loan and the Regency Square Mall mortgage loan and its related pari passu companion loan (but not any subordinate companion loan) which, in each case, is pari passu in the right of entitlement to payment with each of the Chelsea Market mortgage loan, the Park City Center mortgage loan and the Regency Square Mall mortgage loan, as applicable. In each case, the related companion loan is not included in the trust fund.


			Number of															Weighted		Weighted
			Mortgage					% of										Average		Average
			Loans/					Cut-Off					Loan					Cut-Off		LTV			Weighted
	Mortgage		Number of			Cut-Off		Date					Balance Per		Weighted			Date		Ratio at			Average
	Loan		Mortgaged			Date		Pool			Property		SF/Unit/		Average			LTV		Maturity			Mortgage
Loan Name	Seller		Properties			Balance(1)		Balance			Type		Room		DSCR			Ratio		or ARD			Rate

Tucson Mall		Wachovia		1/	1	$	129,836,600		13.3	%		Retail - Anchored	$	100		1.96x			59.8%		54.6	%		4.260	%
Meridian Mall		Wachovia		1/	1		88,180,265		9.1			Retail - Anchored	$	108		1.87x			60.0%		52.9	%		4.520	%
Chelsea Market		Wachovia		1/	1		85,500,000		8.8			Office - CBD	$	148		1.60x			59.8%		52.4	%		5.500	%
Park City Center		Eurohypo		1/	1		65,925,439		6.8			Retail - Anchored	$	96		1.97x			60.5%		53.3	%		4.736	%
Four Seasons Hotel- Chicago		Eurohypo		1/	1		58,000,000		6.0		Hospitality - Full-Service		$	169,096		2.42x			50.0%		37.7	%		5.202	%
Parkdale Mall		Wachovia		1/	1		56,808,453		5.8			Retail - Anchored	$	97		1.88x			60.2%		50.2	%		5.010	%
Regency Square Mall		Eurohypo		1/	1		52,686,251		5.4			Retail - Anchored	$	112		2.39x			59.6%		51.4	%		3.594	%
Rivertowne Commons		Citigroup		1/	1		42,964,641		4.4			Retail - Anchored	$	111		1.31x			79.6%		67.6	%		6.030	%
Arco Center		Wachovia		1/	1		38,000,000		3.9			Office - CBD	$	83		1.22x			67.3%		60.2	%		6.450	%
HAI Portfolio		Artesia		2/	2		35,887,500		3.7			Office - Suburban	$	157		1.52x			75.0%		70.7	%		5.320	%

Subtotal/ Wtd. Avg.				11/	11	$	653,789,149		67.1	%						1.86x			61.6%		53.9	%		4.902	%

Chandler Festival		Eurohypo		1/	1	$	31,960,741		3.3	%		Retail - Anchored	$	88		2.46x			58.1%		53.1	%		4.370	%
The Ansonia		Citigroup		1/	1		28,100,000		2.9		Mixed Use - Retail/Office		$	237		3.42x			48.7%		48.7	%		4.520	%
WestLake Corporate Park		Wachovia		1/	1		20,180,787		2.1			Office - Suburban	$	52		1.80x			66.0%		55.1	%		5.460	%
Cendant Building		Citigroup		1/	1		18,185,310		1.9			Office - Suburban	$	139		1.23x	(2)		72.7%		62.1	%		6.100	%
Shiloh Square Shopping Center		Wachovia		1/	1		14,466,405		1.5			Retail - Anchored	$	104		1.29x			73.8%		60.6	%		4.900	%
Chino Spectrum Towne Center, Phase B		Wachovia		1/	1		13,988,243		1.4			Retail - Shadow Anchored	$	180		1.37x			73.6%		62.4	%		5.950	%
Washington State Portfolio		Artesia		1/	2		13,915,884		1.4			Office - Suburban	$	115		1.47x			72.5%		67.1	%		5.200	%
East Town Plaza		Citigroup		1/	1		12,051,688		1.2			Retail - Anchored	$	58		1.82x			66.6%		55.8	%		5.450	%
Pepper Cove Apartments		Wachovia		1/	1		12,000,000		1.2		Multifamily - Conventional		$	57,692		1.24x			79.5%		71.6	%		5.833	%
St. Vincent’s Hospital-POB II & III		Citigroup		1/	2		11,408,330		1.2			Office - Medical	$	82		1.35x			75.0%		63.5	%		5.840	%

Subtotal/ Wtd. Avg.				10/	12	$	176,257,387		18.1	%						1.95x			65.8%		58.1	%		5.200	%

Total/ Wtd. Avg.				21/	23	$	830,046,536		85.2	%						1.88x			62.5%		54.8	%		4.965	%

(1) In the case of a concentration of cross-collateralized mortgage loans, the aggregate principal balance.

(2) For purposes of calculating the DSCR for 1 mortgage loan (loan number 13), representing 1.9% of the mortgage pool, the debt service payments were reduced by taking into account amounts available in cash reserves. See “DESCRIPTION OF THE MORTGAGE POOL — Additional Mortgage Loan Information” in this prospectus supplement.

For more information on the twenty largest mortgage loans in the trust fund, see “DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans” in this prospectus supplement.


Co-Lender Loans		Six (6) mortgage loans to be included in the trust, representing approximately 30.4% of the initial mortgage pool balance, are in each case, evidenced by one of two or more notes which are secured by a single mortgaged real property. In each case, the related companion loan will not be part of the trust fund. Two (2) of these mortgage loans, loan number 3 (the Chelsea Market mortgage loan) and loan number 7 (the Regency Square Mall mortgage loan), are each part of a split loan structure where the related companion loans are pari passu in right of entitlement to payment. One (1) mortgage loan (loan number 4) (the Park City Center mortgage loan) is part of a split loan structure where one of the companion loans that is part of the split loan structure is pari passu in right of entitlement to payment and the other companion loan is junior to the two mortgage loans that are pari passu in right of entitlement to payment. The remaining 3 mortgage loans, loan numbers 2, 46 and 51, are each part of a split loan structure in


		which the related companion loan is junior to the related mortgage loan. Each of these mortgage loans and its related companion loan are subject to intercreditor agreements. The intercreditor agreements for the Chelsea Market mortgage loan and the Regency Square Mall mortgage loan, in each case, generally, allocate payments between such mortgage loans and the related companion loans on a pari passu basis. The intercreditor agreement for the Park City Center mortgage loan and related companion loans generally allocates collections in respect of such loans first, to the related mortgage loan and the related pari passu companion loan on a pro rata basis and second, to amounts due on the related subordinate companion loan. With respect to the mortgage loans where the related companion loans are junior to such mortgage loan, the related intercreditor agreement, among other things, generally allocates collections in respect of such loans first to amounts due on the mortgage loan in the trust fund and second to amounts due on the related companion loan. The master servicer and special servicer will service and administer these mortgage loans and their related companion loans (other than the Chelsea Market mortgage loan, the Chelsea Market companion loan, the Regency Square Mall mortgage loan and the Regency Square Mall companion loan) pursuant to the pooling and servicing agreement and the related intercreditor agreement for so long as the related mortgage loan is part of the trust fund. The Chelsea Market mortgage loan, the Chelsea Market companion loan, the Regency Square Mall mortgage loan and the Regency Square Mall companion loan will be serviced under the pooling and servicing agreement entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C7. The master servicer under the 2003-C7 pooling and servicing agreement is Wachovia Bank, National Association and the special servicer under the 2003-C7 pooling and servicing agreement is Clarion Partners, LLC. The terms of the 2003-C7 pooling and servicing agreement are generally similar to the terms of the pooling and servicing agreement for this transaction. See “SERVICING OF THE MORTGAGE LOANS— Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair” in this prospectus supplement.

		Amounts attributable to any companion loan will not be assets of the trust fund, and will be beneficially owned by the holder of such companion loan. See “DESCRIPTION OF THE MORTGAGE POOL— Co-Lender Loans” in this prospectus supplement.

		See “DESCRIPTION OF THE MORTGAGE POOL— Co-Lender Loans” and See “SERVICING OF THE MORTGAGE LOANS” in this prospectus supplement for a description of certain rights of the holders of these companion loans to direct or consent to the servicing of the related mortgage loans.


	•	You should carefully consider, among other things, the following risk factors (as well as the risk factors set forth under “RISK FACTORS” in the accompanying prospectus) before making your investment decision. Additional risks are described elsewhere in this prospectus supplement under separate headings in connection with discussions regarding particular aspects of the mortgage loans included in the trust fund or the certificates.

	•	The risks and uncertainties described below are not the only ones relating to your certificates. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair your investment.

	•	This prospectus supplement contains forward-looking statements that involve risk and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including risks described below and elsewhere in this prospectus supplement.

	•	If any of the following risks are realized, your investment could be materially and adversely affected.


		certificates with the same effect as if such mortgage loan had been prepaid in full (except that no prepayment premium or yield maintenance charge would be payable with respect to any such purchase or repurchase). In addition, certain mortgage loans may permit prepayment without an accompanying prepayment premium or yield maintenance charge if the mortgagee elects to apply casualty or condemnation proceeds to the mortgage loan. In fact, certain of the mortgage loans permit prepayment without an accompanying prepayment premium or yield maintenance charge in the event of a casualty or condemnation affecting 10% of the value of the mortgaged property. We cannot make any representation as to the anticipated rate of prepayments (voluntary or involuntary) on the mortgage loans or as to the anticipated yield to maturity of any certificate.

		See “YIELD AND MATURITY CONSIDERATIONS” in this prospectus supplement and “YIELD CONSIDERATIONS” in the accompanying prospectus.

		Yield. In general, if you purchase an offered certificate at a premium and principal distributions on that offered certificate occur at a rate faster than you anticipated at the time of purchase, and no prepayment premiums or yield maintenance charges are collected, your actual yield to maturity may be lower than you had predicted at the time of purchase. Conversely, if you purchase an offered certificate at a discount and principal distributions on that offered certificate occur at a rate slower than you anticipated at the time of purchase, your actual yield to maturity may be lower than you had predicted at the time of purchase.

		The yield on the Class A-4, Class B, Class C, Class D and Class E certificates could be adversely affected if mortgage loans with higher interest rates pay faster than mortgage loans with lower interest rates, since those classes bear interest at a rate based upon or limited by the weighted average net mortgage rate of the mortgage loans.

		Interest Rate Environment. Mortgagors generally are less likely to prepay if prevailing interest rates are at or above the rates borne by their mortgage loans. On the other hand, mortgagors are more likely to prepay if prevailing interest rates fall significantly below the mortgage interest rates of their mortgage loans. Mortgagors are less likely to prepay mortgage loans with a lockout period, yield maintenance charge or prepayment premium provision, to the extent enforceable, than similar mortgage loans without such provisions, with shorter lockout periods or with lower yield maintenance charges or prepayment premiums.


		property types and relative principal balance of the mortgage loans associated with certain property types changes. See the table entitled “Range of Remaining Term to Maturity or Anticipated Repayment Date for all Mortgage Loans as of the Cut-Off Date” under “DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information” in this prospectus supplement for a description of the respective maturity dates of the mortgage loans included in the trust fund. Because principal on the certificates (other than the Class X-C, Class X-P, Class Z, Class R-I and Class R-II certificates) is payable in sequential order to the extent described in this prospectus supplement under “DESCRIPTION OF THE CERTIFICATES—Distributions,” classes that have a lower priority of distributions are more likely to be exposed to the risk of changing concentrations discussed under “—Special Risks Associated With High Balance Mortgage Loans” below than classes with a higher sequential priority.

Optional Early Termination of The Trust Fund May Result in An Adverse Impact on Your Yield or May Result in a Loss		The offered certificates will be subject to optional early termination by means of the purchase of the mortgage loans in the trust fund. We cannot assure you that the proceeds from a sale of the mortgage loans will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of offered certificates affected by such a termination may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment. See “DESCRIPTION OF THE CERTIFICATES— Termination” in this prospectus supplement.

Borrower Defaults May Adversely Affect Your Yield		The aggregate amount of distributions on the offered certificates, the yield to maturity of the offered certificates, the rate of principal payments on the offered certificates and the weighted average life of the offered certificates will be affected by the rate and timing of delinquencies and defaults on the mortgage loans included in the trust fund. Delinquencies on the mortgage loans included in the trust fund, if the delinquent amounts are not advanced, may result in shortfalls in distributions of interest and/or principal to the offered certificates for the current month. Any late payments received on or in respect of the


		mortgage loans will be distributed to the certificates in the priorities described more fully in this prospectus supplement, but no interest will accrue on such shortfall during the period of time such payment is delinquent.

		If you calculate your anticipated yield based on an assumed default rate and an assumed amount of losses on the mortgage pool that are lower than the default rate and the amount of losses actually experienced, and if such losses are allocated to your class of certificates, your actual yield to maturity will be lower than the yield so calculated and could, under certain scenarios, be negative. The timing of any loss on a liquidated mortgage loan also will affect the actual yield to maturity of the offered certificates to which all or a portion of such loss is allocable, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier you bear a loss, the greater the effect on your yield to maturity. See “YIELD AND MATURITY CONSIDERATIONS” in this prospectus supplement and “YIELD CONSIDERATIONS” in the accompanying prospectus.

		Even if losses on the mortgage loans included in the trust fund are allocated to a particular class of offered certificates, such losses may affect the weighted average life and yield to maturity of other certificates. Losses on the mortgage loans, to the extent not allocated to such class of offered certificates, may result in a higher percentage ownership interest evidenced by such certificates than would otherwise have resulted absent such loss. The consequent effect on the weighted average life and yield to maturity of the offered certificates will depend upon the characteristics of the remaining mortgage loans.

Additional Compensation to the Servicer Will Affect Your Right to Receive Distributions		To the extent described in this prospectus supplement, the master servicer or the trustee, as applicable, will be entitled to receive interest on unreimbursed advances and unreimbursed servicing expenses. The right of the master servicer or the trustee to receive such payments of interest is senior to the rights of certificateholders to receive distributions on the offered certificates and, consequently, may result in additional trust fund expenses being allocated to the offered certificates that would not have resulted absent the accrual of such interest. In addition, the special servicer will receive a fee with respect to each specially serviced mortgage loan and any collections thereon, including specially serviced mortgage loans which have been


		returned to performing status. This will result in shortfalls which will be allocated to the offered certificates.

Subordination of Subordinate Offered Certificates		As described in this prospectus supplement, unless your certificates are Class A-1, Class A-2, Class A-3, Class A-4, Class X-C or Class X-P certificates, your rights to receive distributions of amounts collected or advanced on or in respect of the mortgage loans will be subordinated to those of the holders of the offered certificates with an earlier alphabetical designation and the Class X-C and Class X-P certificates.

		See “DESCRIPTIONS OF THE CERTIFICATES— Distributions— Application of the Available Distribution Amount” and “DESCRIPTION OF THE CERTIFICATES— Subordination; Allocation of Losses and Certain Expenses” in this prospectus supplement.

Your Lack of Control over the Trust Fund Can Create Risks		You and other certificateholders generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the trust. See “SERVICING OF THE MORTGAGE LOANS—General” in this prospectus supplement. Those decisions are generally made, subject to the express terms of the pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable. Any decision made by one of those parties in respect of the trust, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other certificateholders would have made and may negatively affect your interests.

		Under certain circumstances, the consent or approval of less than all certificateholders will be required to take, and will bind all certificateholders to, certain actions relating to the trust fund. The interests of those certificateholders may be in conflict with those of the other certificateholders. For example, certificateholders of certain classes that are subordinate in right of payment may direct the actions of the special servicer with respect to troubled mortgage loans and related mortgaged properties. In certain circumstances, the holder of a companion loan, mezzanine loan or subordinate debt may direct the actions of the special servicer with respect to the related mortgage loan and will have certain consent rights relating to foreclosure or modification of the related loans. The interests of such holder of a companion loan, mezzanine loan or subordinate debt may be in conflict with those of the certificateholders.


		the trust under the pooling and servicing agreement and its or its affiliate’s interest as a holder of a companion loan.

		The special servicer will be involved in determining whether to modify or foreclose a defaulted mortgage loan. The special servicer or an affiliate of the special servicer may purchase certain other non-offered certificates (including the controlling class and the Class Z certificates). An affiliate of the special servicer may serve as the initial controlling class representative. The special servicer or its affiliates may acquire non-performing loans or interests in non-performing loans, which may include REO properties that compete with the mortgaged properties securing mortgage loans in the trust. The special servicer and its affiliates own and are in the business of acquiring assets similar in type to the assets of the trust fund. The special servicer or its affiliates may also make loans on properties that compete with the mortgaged properties and may also advise other clients that own or are in the business of owning properties that compete with the mortgaged properties or that own loans like the mortgage loans included in the trust. Accordingly, the assets of the special servicer and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged properties for tenants, purchasers, financing and so forth. See “SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments” in this prospectus supplement.

		This could cause a conflict between the special servicer’s duties to the trust under the pooling and servicing agreement and its interest as a holder of a certificate. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard without regard to ownership of any certificate by the master servicer, the special servicer or any affiliate of the special servicer. See “SERVICING OF THE MORTGAGE LOANS—General” in this prospectus supplement.

		The mortgage loans secured by the Chelsea Market mortgaged property and the Regency Square Mall mortgaged property and the related companion loans are each evidenced by two notes that are pari passu in right of payment. With respect to each of the Chelsea Market mortgage loan and the Regency Square Mall mortgage loan, only one of these notes is included in the trust fund. The other notes, which are not assets of the trust fund, are owned by the trust fund relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-


		Through Certificates, Series 2003-C7. The Chelsea Market mortgage loan, the Regency Square Mall mortgage loan and the related companion loans will be serviced pursuant to the 2003-C7 pooling and servicing agreement.

		In addition, the related property managers and borrowers may experience conflicts of interest in the management and/or ownership of the mortgaged properties securing the mortgage loans because:

		• a substantial number of the mortgaged properties are managed by property managers affiliated with the respective borrowers;

		• these property managers also may manage and/or franchise additional properties, including properties that may compete with the mortgaged properties;

		• affiliates of the property manager and/or the borrowers, or the property managers and/or the borrowers themselves also may own other properties, including competing properties; or

		• the mortgaged property is self-managed.

		In addition, certain mortgage loans included in the trust may have been refinancings of debt previously held by an affiliate of one of the mortgage loan sellers.

Recent Terrorist Attacks May Adversely Affect Your Investment		On September 11, 2001, the United States was subjected to multiple terrorist attacks which resulted in considerable uncertainty in the world financial markets. The full impact of these events is not yet known, but could include, among other things, increased volatility in the price of securities including your certificates. The terrorist attacks may also adversely affect the revenues or costs of operation of the mortgaged properties. The terrorist attacks on the World Trade Center and the Pentagon suggest an increased likelihood that large public areas such as shopping malls or large office buildings could become the target of terrorist attacks in the future. The possibility of such attacks could (i) lead to damage to one or more of the mortgaged properties if any such attacks occur, (ii) result in higher costs for security and insurance premiums, particularly for large properties, which could adversely affect the cash flow at those mortgaged properties, or (iii) impact leasing patterns or shopping patterns which could adversely impact leasing revenue and mall traffic and percentage rent. As a result, the ability of the mortgaged properties to generate cash flow may be adversely affected. See “—Insurance


		Coverage on Mortgaged Properties May Not Cover Special Hazard Losses” below.

		The terrorist attacks and the military conflict in Iraq may continue to significantly reduce air travel throughout the United States, and, therefore, continue to have a negative effect on revenues in areas heavily dependent on tourism. The decrease in air travel may have a negative effect on certain of the mortgaged properties, including hotel mortgaged properties and those mortgaged properties located in tourist areas, which could reduce the ability of such mortgaged properties to generate cash flow. It is uncertain what continued effect armed conflict involving the United States, including the recent war between the United States and Iraq or any future conflict with any other country, will have on domestic and world financial markets, economies, real estate markets, insurance costs or business segments. Foreign conflicts of any kind could have an adverse effect on the mortgaged properties.

		Accordingly, these disruptions, uncertainties and costs could materially and adversely affect your investment in the certificates.


		producing real estate project to generate sufficient net operating income to pay debt service and/or to maintain its value. Among these factors are:

		• economic conditions generally and in the area of the project;

		• the age, quality, functionality and design of the project;

		• the degree to which the project competes with other projects in the area;

		• changes or continued weakness in specific industry segments;

		• increases in operating costs;

		• the willingness and ability of the owner to provide capable property management and maintenance;

		• the degree to which the project’s revenue is dependent upon a single tenant or user, a small group of tenants, tenants concentrated in a particular business or industry and the competition to any such tenants;

		• an increase in the capital expenditures needed to maintain the properties or make improvements;

		• a decline in the financial condition of a major tenant;

		• the location of a mortgaged property;

		• whether a mortgaged property can be easily converted (or converted at all) to alternative uses;

		• an increase in vacancy rates;

		• perceptions regarding the safety, convenience and attractiveness of such properties;

		• vulnerability to litigation by tenants and patrons; and

		• environmental contamination.

		Many of the mortgaged properties securing mortgage loans included in the trust fund have leases that expire or may be subject to tenant termination rights prior to the maturity date of the related mortgage loan. Certain of such loans may be leased entirely to a single tenant. If leases are not renewed or replaced, if tenants default, if rental rates fall and/or if operating expenses increase, the borrower’s ability to repay the loan may be impaired and the resale value of the property, which is substantially dependent upon the property’s ability to generate income, may decline. Even if borrowers successfully renew leases or relet vacated space, the costs associated with reletting, including tenant improvements, leasing commissions and free rent, can


		exceed the amount of any reserves maintained for that purpose and reduce cash from the mortgaged properties. Although some of the mortgage loans included in the trust fund require the borrower to maintain escrows for leasing expenses, there is no guarantee that these reserves will be sufficient. In addition, there are other factors, including changes in zoning or tax laws, restrictive covenants, tenant exclusives and rights of first refusal to lease or purchase, the availability of credit for refinancing and changes in interest-rate levels that may adversely affect the value of a project and/or the borrower’s ability to sell or refinance without necessarily affecting the ability to generate current income. In addition, certain of the mortgaged properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such leases.

		Other factors are more general in nature, such as:

		• national, regional or local economic conditions (including plant and military installation closings, industry slowdowns and unemployment rates);

		• local real estate conditions (such as an oversupply of retail space, office space or multifamily housing);

		• demographic factors;

		• consumer confidence;

		• consumer tastes and preferences; and

		• changes in building codes and other applicable laws.

		The volatility of net operating income will be influenced by many of the foregoing factors, as well as by:

		• the length of tenant leases;

		• the creditworthiness of tenants;

		• in the case of rental properties, the rate at which new rentals occur;

		• the property’s “operating leverage” (i.e., the percentage of total property expenses in relation to revenue, the ratio of fixed operating expenses to those that vary with revenues and the level of capital expenditures required to maintain the property and to retain or replace tenants); and

		• a decline in the real estate market or in the financial condition of a major tenant will tend to have a more immediate effect on the net operating income of property with short-term revenue sources, such as


		short-term or month-to-month leases, and may lead to higher rates of delinquency or defaults.

Some Mortgaged Properties May Not Be Readily Convertible to Alternative Uses		Some of the mortgaged properties securing the mortgage loans included in the trust fund may not be readily convertible to alternative uses if those properties were to become unprofitable for any reason. For example, a mortgaged property may not be readily convertible (or convertible at all) due to restrictive covenants related to such mortgaged property, including, in the case of mortgaged properties which are part of a condominium regime, the use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where a mortgaged property does not represent the entire condominium regime. In addition, converting commercial properties to alternate uses generally requires substantial capital expenditures. The liquidation value of any mortgaged property subject to limitations of the kind described above or other limitations on convertibility of use may be substantially less than would be the case if the property were readily adaptable to other uses.

		See “RISK FACTORS—Special Risks Associated with Industrial and Mixed-Use Facilities” in this prospectus supplement.

Loans Not Insured or Guaranteed		Generally, the mortgage loans included in the trust fund will not be an obligation of, or be insured or guaranteed by, any governmental entity, by any private mortgage insurer, or by the depositor, any mortgage loan seller, the underwriters, the master servicer, the special servicer, the trustee or any of their respective affiliates.

		We have not evaluated the significance of the recourse provisions of mortgage loans that may permit recourse against the related borrower or another person in the event of a default. Accordingly, you should assume all of the mortgage loans included in the trust fund are nonrecourse loans, and that recourse in the case of default will be limited to the related mortgaged property.

		However, in certain circumstances a mortgage loan seller will be obligated to repurchase or substitute a mortgage loan sold by it if:

		• there is a defect or omission with respect to certain of the documents relating to such mortgage loan and such defect or omission materially and adversely affects the


		of a Tenant Will Have a Negative Impact on Single Tenant and Tenant Concentration Properties” below.

		In addition, certain of the mortgage loans secured by retail mortgaged properties have movie theaters as tenants. These mortgaged properties are exposed to certain unique risks. In recent years, the theater industry has experienced a high level of construction of new theaters and an increase in competition among theater operators. This new construction has caused some operators to experience financial difficulties, resulting in downgrades in their credit ratings and, in certain cases, bankruptcy filings. In addition, because of the unique construction requirements of theaters, any vacant theater space would not easily be converted to other uses.

		Retail properties, including shopping centers, secure 36 of the mortgage loans included in the trust fund as of the cut-off date, representing 63.2% of the mortgage pool.

*Special Risks Associated with Office Properties*		Office properties may require their owners to expend significant amounts of cash to pay for general capital improvements, tenant improvements and costs of re-leasing space. Office properties that are not equipped to accommodate the needs of modern businesses may become functionally obsolete and thus non-competitive.

		In addition, a large number of factors may adversely affect the value of office properties, including:

		• the quality of an office building’s tenants;

		• the physical attributes of the building in relation to competing buildings (e.g. age, condition, design, access to transportation and ability to offer certain amenities, such as sophisticated building systems);

		• the physical attributes of the building with respect to the technological needs of the tenants, including the adaptability of the building to changes in the technological needs of the tenants;

		• the desirability of the area as a business location;

		• the presence of competing properties; and

		• the strength and nature of the local economy (including labor costs and quality, tax environment and quality of life for employees).

		Moreover, the cost of refitting office space for a new tenant is often higher than the cost of refitting other types of properties for new tenants.


		the trust fund, the trust fund may be subject to certain risks including the following:

		• a reduction in the value of such mortgaged property which may make it impractical or imprudent to foreclose against such mortgaged property;

		• the potential that the related borrower may default on the related mortgage loan due to such borrower’s inability to pay high remediation costs or costs of defending lawsuits due to an environmental impairment or difficulty in bringing its operations into compliance with environmental laws;

		• liability for clean-up costs or other remedial actions, which could exceed the value of such mortgaged property or the unpaid balance of the related mortgage loan; and

		• the inability to sell the related mortgage loan in the secondary market or to lease such mortgaged property to potential tenants.

		Under certain federal, state and local laws, federal, state and/or local agencies may impose a statutory lien over affected property to secure the reimbursement of remedial costs incurred by these agencies to correct adverse environmental conditions. This lien may be superior to the lien of an existing mortgage. Any such lien arising with respect to a mortgaged property securing a mortgage loan included in the trust fund would adversely affect the value of such mortgaged property and could make impracticable the foreclosure by the special servicer on such mortgaged property in the event of a default by the related borrower.

		Under various federal, state and local laws, ordinances and regulations, a current or previous owner or operator of real property, as well as certain other types of parties, may be liable for the costs of investigation, removal or remediation of hazardous or toxic substances on, under, adjacent to or in such property. The cost of any required investigation, delineation and/or remediation and the owner’s liability therefor is generally not limited under applicable laws. Such liability could exceed the value of the property and/or the aggregate assets of the owner. Under some environmental laws, a secured lender (such as the trust fund) may be found to be an “owner” or “operator” of the related mortgaged property if it is determined that the lender actually participated in the hazardous waste management of the borrower, regardless of whether the borrower actually caused the environmental damage. In such cases, a secured lender may be liable for the costs of any required investigation, removal or remediation of hazardous sub-


		stances. The trust fund’s potential exposure to liability for environmental costs will increase if the trust fund, or an agent of the trust fund, actually takes possession of a mortgaged property or control of its day-to-day operations. See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES— Environmental Considerations” in the accompanying prospectus, and “DESCRIPTION OF THE MORTGAGE POOL— Assessments of Property Condition— Environmental Assessments” in this prospectus supplement.

		A third-party environmental consultant conducted an environmental site assessment (or updated a previously conducted environmental site assessment) with respect to each mortgaged property securing a mortgage loan included in the trust fund. Such assessments do not generally include invasive environmental testing. In each case where the environmental site assessment or update revealed a material adverse environmental condition or circumstance at any mortgaged property, then (depending on the nature of the condition or circumstance) one or more of the following actions has been or is expected to be taken:

		• an environmental consultant investigated those conditions and recommended no further investigations or remediation; or

		• an environmental insurance policy, having the characteristics described below, was obtained from a third-party insurer; or

		• either (i) an operations and maintenance program, including, in several cases, with respect to asbestos-containing materials, lead-based paint, microbial matter and/or radon, or periodic monitoring of nearby properties, has been or is expected to be implemented in the manner and within the time frames specified in the related loan documents, or (ii) remediation in accordance with applicable law or regulations has been performed, is currently being performed or is expected to be performed; or

		• an escrow or reserve was established to cover the estimated cost of remediation, with each remediation required to be completed within a reasonable time frame in accordance with the related loan documents; or

		• the related borrower or other responsible party having financial resources reasonably estimated to be adequate to address the related condition or circumstance is required to take (or is liable for the failure to take) actions, if any, with respect to those circumstances or


		conditions that have been required by the applicable governmental regulatory authority or any environmental law or regulation.

		We cannot provide assurance, however, that the environmental assessments identified all environmental conditions and risks, that the related borrowers will implement all recommended operations and maintenance plans, that such plans will adequately remediate the environmental condition, or that any environmental indemnity, insurance or escrow will fully cover all potential environmental conditions and risks. In addition, the environmental condition of the underlying real properties could be adversely affected by tenants or by the condition of land or operations in the vicinity of the properties, such as underground storage tanks.

		With respect to 2 mortgage loans included in the trust fund as of the cut-off date, representing 0.3% of the mortgage pool, the related borrower was required to obtain (or the related loan seller has obtained) a secured creditor impaired property environmental insurance policy in lieu of or in addition to environmental escrows established, provided:

		• the policy premium for the term is fully paid;

		• at issuance, the issuer has, with respect to 2 mortgage loans (loan numbers 45 and 54) representing 0.3% of the mortgage pool, a claims paying ability of not less than “AAA” by S&P, “Aaa” by Moody’s, “AAA” by Fitch, Inc. or “A+XV” by A.M. Best Company; and

		• the policy is in an amount not less than the full principal amount of the loan.

		We cannot provide assurance, however, that should such coverage be needed, coverage would be available or uncontested, that the terms and conditions of such coverage would be met, that coverage would be sufficient for the claims at issue or that coverage would not be subject to certain deductibles.

		With respect to the Park City Center mortgage loan (loan number 4), representing 6.8% of the mortgage pool, a past release of gasoline beneath the related mortgaged property impacted the groundwater of an adjacent property. The Depositor has been informed by the related mortgage loan seller that the responsible parties have undertaken a plan of remediation with the approval and oversight of the Pennsylvania Department of Environmental Protection and that the related borrowers have provided an environmental indemnity with respect to such remediation. See “DESCRIPTION OF THE MORTGAGE POOL—


		Twenty Largest Mortgage Loans— Park City Center” in this prospectus supplement.

		With respect to the Four Seasons Hotel mortgage loan (loan number 5), representing 6.0% of the mortgage pool, a portion of the real estate parcel underlying the related mortgaged property was recently impacted by the unintended discharge of petroleum hydrocarbons. The appropriate environmental protection agencies have been notified of the discharge and are currently conducting an investigation prior to implementing a program of groundwater remediation. See “DESCRIPTION OF THE MORTGAGE POOL— Twenty Largest Mortgage Loans— Four Seasons Hotel—Chicago” in this prospectus supplement.

		The pooling and servicing agreement will require that the special servicer obtain an environmental site assessment of a mortgaged property securing a mortgage loan included in the trust fund prior to taking possession of the property through foreclosure or otherwise or assuming control of its operation. Such requirement effectively precludes enforcement of the security for the related mortgage note until a satisfactory environmental site assessment is obtained (or until any required remedial action is thereafter taken), but will decrease the likelihood that the trust fund will become liable for a material adverse environmental condition at the mortgaged property. However, we cannot give assurance that the requirements of the pooling and servicing agreement will effectively insulate the trust fund from potential liability for a materially adverse environmental condition at any mortgaged property. See “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS— Realization Upon Defaulted Mortgage Loans,” “RISK FACTORS—Environmental Liability May Affect the Lien on a Mortgaged Property and Expose the Lender to Costs” and “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Environmental Considerations” in the accompanying prospectus.

Special Risks Associated with Balloon Loans and Anticipated Repayment Date Loans		Forty-nine (49) of the mortgage loans, representing 98.7% of the mortgage pool, provide for scheduled payments of principal and/or interest based on amortization schedules significantly longer than their respective remaining terms to maturity or provide for payments of interest only until the respective maturity date, and in each case, a balloon payment on their respective maturity dates. Nineteen (19) of these mortgage loans included in the trust fund as of the


		cut-off date, representing 37.8% of the mortgage pool, are anticipated repayment date loans, which provide that if the principal balance of the loan is not repaid on a date specified in the related mortgage note, the loan will accrue interest at an increased rate.

		• A borrower’s ability to make a balloon payment or repay its anticipated repayment date loan on the anticipated repayment date typically will depend upon its ability either to refinance fully the loan or to sell the related mortgaged property at a price sufficient to permit the borrower to make such payment.

		• Whether or not losses are ultimately sustained, any delay in the collection of a balloon payment on the maturity date or repayment on the anticipated repayment date that would otherwise be distributable on your certificates will likely extend the weighted average life of your certificates.

		• The ability of a borrower to effect a refinancing or sale will be affected by a number of factors, including (but not limited to) the value of the related mortgaged property, the level of available mortgage rates at the time of sale or refinancing, the borrower’s equity in the mortgaged property, the financial condition and operating history of the borrower and the mortgaged property, rent rolling status, rent control laws with respect to certain residential properties, tax laws, prevailing general and regional economic conditions and the availability of credit for loans secured by multifamily or commercial properties, as the case may be.

		We cannot assure you that each borrower under a balloon loan or an anticipated repayment date loan will have the ability to repay the principal balance of such mortgage loan on the related maturity date or anticipated repayment date, as applicable. In addition, fully amortizing mortgage loans which pay interest on an “actual/360” basis but have fixed monthly payments may, in fact, have a small balloon payment due at maturity. For additional description of risks associated with balloon loans, see “RISK FACTORS— Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default” in the accompanying prospectus.

		In order to maximize recoveries on defaulted mortgage loans, the pooling and servicing agreement permits the special servicer to extend and modify mortgage loans that are in material default or as to which a payment default (including the failure to make a balloon payment) is imminent; subject, however, to the limitations described


		under “SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments” in this prospectus supplement. We cannot provide assurance, however, that any such extension or modification will increase the present value of recoveries in a given case. Any delay in collection of a balloon payment that would otherwise be distributable on your certificates, whether such delay is due to borrower default or to modification of the related mortgage loan, will likely extend the weighted average life of your certificates. See “YIELD AND MATURITY CONSIDERATIONS” in this prospectus supplement and “YIELD CONSIDERATIONS” in the accompanying prospectus.

Adverse Consequences Associated with Borrower Concentration, Borrowers under Common Control and Related Borrowers		Certain borrowers under the mortgage loans included in the trust fund are affiliated or under common control with one another. In such circumstances, any adverse circumstances relating to a borrower or an affiliate thereof and affecting one of the related mortgage loans or mortgaged properties could also affect other mortgage loans or mortgaged properties of the related borrower. In particular, the bankruptcy or insolvency of any such borrower or affiliate could have an adverse effect on the operation of all of the mortgaged properties of that borrower and its affiliates and on the ability of such related mortgaged properties to produce sufficient cash flow to make required payments on the mortgage loans. For example, if a person that owns or directly or indirectly controls several mortgaged properties experiences financial difficulty at one mortgaged property, they could defer maintenance at one or more other mortgaged properties in order to satisfy current expenses with respect to the mortgaged property experiencing financial difficulty, or they could attempt to avert foreclosure by filing a bankruptcy petition that might have the effect of interrupting payments for an indefinite period on all the related mortgage loans. In particular, such person experiencing financial difficulty or becoming subject to a bankruptcy proceeding may have an adverse effect on the funds available to make distributions on the certificates and may lead to a downgrade, withdrawal or qualification (if applicable) of the ratings of the certificates.


	(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties).

	(2)	For purposes of determining whether a mortgaged property is in Northern California or Southern California, mortgaged properties located north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and mortgaged properties located in or south of such counties were included in Southern California.


		Taxation of Owners of REMIC Regular Certificates,” and “—Taxation of Owners of REMIC Residual Certificates” in the accompanying prospectus. In addition, if the trust fund were to acquire one or more mortgaged properties pursuant to a foreclosure or deed in lieu of foreclosure, upon acquisition of those mortgaged properties, the trust fund may in certain jurisdictions, particularly in New York, be required to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or local taxes may reduce net proceeds available for distribution to the certificateholders.

Insurance Coverage on Mortgaged Properties May Not Cover Special Hazard Losses		The master servicer (with respect to mortgage loans that are not specially serviced mortgage loans) and/or special servicer (with respect to specially serviced mortgage loans) will generally be required to cause the borrower on each mortgage loan included in the trust fund and serviced by it to maintain such insurance coverage on the related mortgaged property as is required under the related mortgage, including hazard insurance; provided that each of the master servicer and/or the special servicer may satisfy its obligation to cause hazard insurance to be maintained with respect to any mortgaged property by acquiring a blanket or master single interest insurance policy. In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements on the related mortgaged property by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. The mortgage loans generally do not require earthquake insurance.

		Although the policies covering the mortgaged properties are underwritten by different insurers under different state laws in accordance with different applicable state forms, and therefore do not contain identical terms and conditions, most such policies typically may not cover any physical damage resulting from:

		• war;

		• terrorism;

		• revolution;

		• governmental actions;

		• floods, and other water-related causes;


		exclusion, insurance for acts of terrorism may be excluded from the policy. All policies for insurance issued after November 26, 2002, must make similar disclosure and provide a similar opportunity for the insured to purchase coverage. The Terrorism Risk Insurance Act of 2002 does not require insureds to purchase the coverage nor does it stipulate the pricing of the coverage.

		Through December 2004, insurance carriers are required under the program to provide terrorism coverage in their basic “all-risk” policies. By September 1, 2004, the Secretary of the Treasury must determine whether mandatory participation should be extended through December 2005. Any commercial property and casualty terrorism insurance exclusion that was in force on November 26, 2002, is automatically voided to the extent that it excludes losses that would otherwise be insured losses, subject to the immediately preceding paragraph. Any state approval of such types of exclusions in force on November 26, 2002, is also voided.

		However, the Terrorism Insurance Program only applies to United States risks only and to acts that are committed by an individual or individuals acting on behalf of a foreign person or foreign interest as an effort to influence or coerce United States civilians or the United States government. Further, the act must be certified as an “act of terrorism” by the federal government, which decision is not subject to judicial review. It remains unclear what acts will fall under the purview of the Terrorism Insurance Program.

		Furthermore, because the Terrorism Insurance Program has only been recently passed into law, there can be no assurance that it or state legislation will substantially lower the cost of obtaining terrorism insurance.

		Finally, the Terrorism Insurance Program terminates on December 31, 2004 (with a potential to extend to December 31, 2005). There can be no assurance that such temporary program will create any long-term changes in the availability and cost of such insurance. Moreover, there can be no assurance that such program will be renewed or subsequent terrorism insurance legislation will be passed upon its expiration.

		No assurance can be given that the mortgaged properties will continue to have the benefit of insurance against terrorist acts. In addition, no assurance can be given that the coverage for such acts, if obtained or maintained, will be broad enough to cover the particular act of terrorism that may be committed or that the amount of coverage will


		be sufficient to repair and restore the mortgaged property or to repay the mortgage loan in full. The insufficiency of insurance coverage in any respect could have a material and adverse affect on your certificates.

		Pursuant to the terms of the pooling and servicing agreement, the master servicer or the special servicer may not be required to maintain insurance covering terrorist or similar acts, nor will it be required to call a default under a mortgage loan, if the related borrower fails to maintain such insurance (even if required to do so under the related loan documents) if the special servicer has determined, in consultation with the controlling class representative, in accordance with the servicing standard that either—

		• such insurance is not available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar to the mortgaged property and located in or around the region in which such mortgaged property is located, or

		• such insurance is not available at any rate.

		In addition, with respect to certain mortgage loans, the mortgagee has waived the right to require terrorism insurance.

		Any losses incurred with respect to mortgage loans included in the trust fund due to uninsured risks or insufficient hazard insurance proceeds could adversely affect distributions on your certificates.

Additional Debt on Some Mortgage Loans Creates Additional Risks		In general, the borrowers are:

		• required to satisfy any existing indebtedness encumbering the related mortgaged property as of the closing of the related mortgage loan; and

		• prohibited from encumbering the related mortgaged property with additional secured debt without the lender’s prior approval.

		None of the mortgage loans included in the trust fund, other than the mortgage loans with companion loans, are secured by mortgaged properties that secure other loans outside the trust fund.

		One (1) mortgage loan included in the trust fund as of the cut-off date (loan number 25), representing 0.8% of the mortgage pool, has existing unsecured debt incurred by the borrower other than in the ordinary course of business.


		course of business and not secured by a lien on the related mortgaged properties.

		In addition, certain mortgage loans, which may include the mortgage loans previously described in this risk factor, permit the related borrower to incur, or do not prohibit the related borrower from incurring, unsecured debt to an affiliate of, or owner of an interest in, the borrower or to an affiliate of such an owner. Further, certain of the mortgage loans permit additional liens on the related mortgaged properties for (1) assessments, taxes or other similar charges or (2) liens which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of the related borrower’s assets. A default by the borrower on such additional indebtedness could impair the borrower’s financial condition and result in the bankruptcy or receivership of the borrower which would cause a delay in the foreclosure by the trust fund on the mortgaged property. It may not be evident that a borrower has incurred any such future subordinate second lien debt until the related mortgage loan otherwise defaults. In cases in which one or more subordinate liens are imposed on a mortgaged property or the borrower incurs other indebtedness, the trust fund is subject to additional risks, including, without limitation, the following:

		• the risk that the necessary maintenance of the mortgaged property could be deferred to allow the borrower to pay the required debt service on the subordinate financing and that the value of the mortgaged property may fall as a result;

		• the risk that the borrower may have a greater incentive to repay the subordinate or unsecured indebtedness first;

		• the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment upon the maturity of the mortgage loan;

		• the existence of subordinated debt encumbering any mortgaged property may increase the difficulty of refinancing the related mortgage loan at maturity and the possibility that reduced cash flow could result in deferred maintenance; and

		• the risk that, in the event that the holder of the subordinated debt has filed for bankruptcy or been placed in involuntary receivership, foreclosing on the mortgaged property could be delayed and the trust may be subjected to the costs and administrative


		burdens of involvement in foreclosure or bankruptcy proceedings or related litigation.

		See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Subordinate Financing” and “—Due-on-Sale and Due-on-Encumbrance” in the accompanying prospectus and “DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Other Financing” and “—Due-on-Sale and Due-on-Encumbrance Provisions” in this prospectus supplement.

		Mezzanine debt is debt that is incurred by the owner of equity in one or more borrowers and is secured by a pledge of the equity ownership interests in such borrowers. Because mezzanine debt is secured by the obligor’s equity interest in the related borrowers, such financing effectively reduces the obligor’s economic stake in the related mortgaged property. The existence of mezzanine debt may reduce cash flow on the borrower’s mortgaged property after the payment of debt service and may increase the likelihood that the owner of a borrower will permit the value or income producing potential of a mortgaged property to fall and may create a greater risk that a borrower will default on the mortgage loan secured by a mortgaged property whose value or income is relatively weak.

		Generally, upon a default under mezzanine debt, the holder of such mezzanine debt would be entitled to foreclose upon the equity in the related mortgagor, which has been pledged to secure payment of such mezzanine debt. Although such transfer of equity may not trigger the due on sale clause under the related mortgage loan, it could cause the obligor under such mezzanine debt to file for bankruptcy, which could negatively affect the operation of the related mortgaged property and such borrower’s ability to make payments on the related mortgage loan in a timely manner.

		Additionally, some intercreditor agreements with respect to certain mezzanine debt may give the holder of the mezzanine debt the right to cure certain defaults and, upon a default, to purchase the related mortgage loan for an amount equal to the then-current outstanding balance of such loan. Some intercreditor agreements relating to mezzanine debt may also limit the special servicer’s ability to enter into certain modifications of the mortgage loan without the consent of the related mezzanine lender.

		See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES— Due-on-Sale and Due-on- Encumbrance” in the accompanying prospectus and


		“DESCRIPTION OF THE MORTGAGE POOL— Certain Terms and Conditions of the Mortgage Loans— Other Financing” and “—Due-on-Sale and Due-on-Encumbrance Provisions” in this prospectus supplement.

		Although the companion loans related to the 6 mortgage loans (loan numbers 2, 3, 4, 7, 46 and 51) which are part of a loan pair are not assets of the trust fund, the related borrower is still obligated to make interest and principal payments on the companion loans. As a result, the trust fund is subject to additional risks, including:

		• the risk that the necessary maintenance of the related mortgaged property could be deferred to allow the borrower to pay the required debt service on these obligations and that the value of the mortgaged property may fall as a result; and

		• the risk that it may be more difficult for the borrower to refinance the mortgage loan or to sell the mortgaged property for purposes of making any balloon payment on the entire balance of both the loans contained in the loan pair upon the maturity of the mortgage loans.

		In addition, although the companion loans with respect to 3 of the mortgage loans (loan numbers 2, 46 and 51) are subordinate to the related mortgage loan, the companion loans with respect to the Chelsea Market mortgage loan and the Regency Square Mall mortgage loan are each pari passu with the related mortgage loan and, with respect to the Park City Center mortgage loan, one companion loan is pari passu with the related mortgage loan and one companion loan is subordinate to the related mortgage loan and the other pari passu companion loan. See “DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans.”

The Borrower’s Form of Entity May Cause Special Risks		Most of the borrowers are legal entities rather than individuals. Mortgage loans made to legal entities may entail risks of loss greater than those of mortgage loans made to individuals. For example, a legal entity, as opposed to an individual, may be more inclined to seek legal protection from its creditors under the bankruptcy laws. Unlike individuals involved in bankruptcies, most of the entities generally do not have personal assets and creditworthiness at stake. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage.


		event of the borrower’s bankruptcy, a court will enforce such restrictions against a subordinated lender.

		In its decision in In re 203 North LaSalle Street Partnership, 246 B.R. 325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for the Northern District of Illinois refused to enforce a provision of a subordination agreement that allowed a first mortgagee to vote a second mortgagee’s claim with respect to a Chapter 11 reorganization plan on the grounds that pre-bankruptcy contracts cannot override rights expressly provided by the Bankruptcy Code. This holding, which one court has already followed, potentially limits the ability of a senior lender to accept or reject a reorganization plan or to control the enforcement of remedies against a common borrower over a subordinated lender’s objections.

		As a result of the foregoing, the trustee’s recovery with respect to borrowers in bankruptcy proceedings may be significantly delayed, and the aggregate amount ultimately collected may be substantially less than the amount owed.

		One (1) of the mortgage loans (loan number 9), representing 3.9% of the mortgage pool, has a sponsor that has previously filed for bankruptcy. The related entity or person has emerged from bankruptcy. However, we cannot assure you that such sponsor will not be more likely than other sponsors to utilize their rights in bankruptcy in the event of any threatened action by the mortgagee to enforce its rights under the related loan documents. See “DESCRIPTION OF THE MORTGAGE POOL—Twenty Largest Mortgage Loans—Arco Center” in this prospectus supplement.

Inspections and Appraisals May Not Accurately Reflect Value or Condition of Mortgaged Property		In general, appraisals represent only the analysis and opinion of qualified experts and are not guaranties of present or future value, and may determine a value of a property that is significantly higher than the amount that can be obtained from the sale of a mortgaged property under a distress or liquidation sale. Information regarding the values of the mortgaged properties at the date of such report is presented under “DESCRIPTION OF THE MORTGAGE POOL—Additional Mortgage Loan Information” in this prospectus supplement for illustrative purposes only. Any engineering reports or site inspections obtained in connection with this offering represent only the analysis of the individual engineers or site inspectors preparing such reports at the time of such report, and may


		not reveal all necessary or desirable repairs, maintenance or capital improvement items.

The Mortgaged Properties May Not Be in Compliance With Current Zoning Laws		The mortgaged properties securing the mortgage loans included in the trust fund are typically subject to building and zoning ordinances and codes affecting the construction and use of real property. Since the zoning laws applicable to a mortgaged property (including, without limitation, density, use, parking and set-back requirements) are usually subject to change by the applicable regulatory authority at any time, the improvements upon the mortgaged properties may not, currently or in the future, comply fully with all applicable current and future zoning laws. Such changes may limit the ability of the related borrower to rehabilitate, renovate and update the premises, and to rebuild or utilize the premises “as is” in the event of a casualty loss with respect thereto. Such limitations may adversely affect the cash flow of the mortgaged property following such loss. Insurance proceeds may not be sufficient to pay off such mortgage loan in full. In addition, if the mortgaged property were to be repaired or restored in conformity with then current law, its value could be less than the remaining balance on the mortgage loan and it may produce less revenue than before such repair or restoration.

Restrictions on Certain of the Mortgaged Properties May Limit Their Use		Certain of the mortgaged properties securing mortgage loans included in the trust fund which are non-conforming may not be “legal non-conforming” uses. The failure of a mortgaged property to comply with zoning laws or to be a “legal non-conforming” use may adversely affect the market value of the mortgaged property or the borrower’s ability to continue to use it in the manner it is currently being used.

		In addition, certain of the mortgaged properties are subject to certain use restrictions imposed pursuant to restrictive covenants, governmental requirements, reciprocal easement agreements or operating agreements or, in the case of mortgaged properties that are condominiums, condominium declarations or other condominium use restrictions or regulations, especially in a situation where a mortgaged property does not represent the entire condominium building. Such use restrictions include, for example, limitations on the character of the improvements or the properties, limitations affecting noise and parking requirements, among other things, and limitations on the borrowers’ right to operate certain types of facilities within a prescribed


		radius. These limitations could adversely affect the ability of the related borrower to lease the mortgaged property on favorable terms, thus adversely affecting the borrower’s ability to fulfill its obligations under the related mortgage loan.

Compliance With Applicable Laws and Regulations May Result in Losses		A borrower may be required to incur costs to comply with various existing and future federal, state or local laws and regulations applicable to the related mortgaged property securing a mortgage loan included in the trust fund. Examples of these laws and regulations include zoning laws and the Americans with Disabilities Act of 1990, which requires all public accommodations to meet certain federal requirements related to access and use by disabled persons. See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Americans with Disabilities Act” in the accompanying prospectus. The expenditure of such costs or the imposition of injunctive relief, penalties or fines in connection with the borrower’s noncompliance could negatively impact the borrower’s cash flow and, consequently, its ability to pay its mortgage loan.

Enforceability of Due-on-Sale Clauses and Assignments of Leases and Rents is Limited		The mortgages securing the mortgage loans included in the trust fund generally contain due-on-sale clauses, which permit the acceleration of the maturity of the related mortgage loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property without the consent of the lender. There also may be limitations on the enforceability of such clauses. The mortgages also generally include a debt-acceleration clause, which permits the acceleration of the related mortgage loan upon a monetary or non-monetary default by the borrower. The courts of all states will generally enforce clauses providing for acceleration in the event of a material payment default, but may refuse the foreclosure of a mortgaged property when acceleration of the indebtedness would be inequitable or unjust or the circumstances would render acceleration unconscionable. However, certain of the mortgage loans included in the trust fund permit one or more transfers of the related mortgaged property to pre-approved borrowers or pursuant to pre-approved conditions set forth in the related mortgage loan documents without the lender’s approval. See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Due-on-Sale and Due- on-Encumbrance” in the accompanying prospectus.


		equivalent value” for pledging such mortgaged property for the equal benefit of the other related borrowers.

		We cannot provide assurances that a lien granted by a borrower on a cross-collateralized loan to secure the mortgage loan of another borrower, or any payment thereon, would not be avoided as a fraudulent conveyance. See “DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans” and Annex A-5 to this prospectus supplement for more information regarding the cross-collateralized loans. No mortgage loan included in the trust fund (other than the mortgage loans with companion loans) is cross-collateralized with a mortgage loan not included in the trust fund.

Single Tenants and Concentration of Tenants Subject the Trust Fund to Increased Risk		Nineteen (19) of the mortgaged properties securing mortgage loans in the trust fund, representing 9.7% of the mortgage pool, are leased wholly to a single tenant or are wholly owner occupied. The mortgaged properties related to 2 mortgage loans, representing 3.7% of the mortgage pool, are leased entirely to the United States Government. Two mortgaged properties related to 1 mortgage loan, representing 1.4% of the mortgage pool, are leased entirely to the State of Washington. Certain other of the mortgaged properties are leased in large part to a single tenant or are in large part owner occupied. Any default by a major tenant could adversely affect the related borrower’s ability to make payments on the related mortgage loan. We cannot provide assurances that any major tenant will continue to perform its obligations under its lease (or, in the case of an owner-occupied mortgaged property, under the related mortgage loan documents).

		With respect to certain of the mortgage loans, the related borrower has given to certain tenants and with respect to one mortgage loan, an owner of a hospital in a hospital campus which includes the mortgaged property, a right of first refusal in the event a sale is contemplated or an option to purchase all or a portion of the mortgaged property and this provision, if not waived, may impede the mortgagee’s ability to sell the related mortgaged property at foreclosure or adversely affect the foreclosure proceeds.

		In addition, certain of the mortgaged properties that are leased to single tenants or a major tenant may have leases


		that terminate prior to the maturity date of the related mortgage loan. Mortgaged properties leased to a single tenant, or a small number of tenants, are more likely to experience interruptions of cash flow if a tenant fails to renew its lease because there may be less or no rental income until new tenants are found and it may be necessary to expend substantial amounts of capital to make the space acceptable to new tenants.

		Retail and office properties also may be adversely affected if there is a concentration of particular tenants among the mortgaged properties or of tenants in a particular business or industry. In addition, with respect to 8 mortgage loans (loan numbers 33, 35, 36, 37, 39, 40, 42 and 44), representing 2.9% of the mortgage pool, the single tenant of each mortgaged property is Walgreens Co. For further information regarding certain significant tenants at the mortgaged properties, see Annex A-4 to this prospectus supplement.

The Failure of a Tenant Will Have a Negative Impact on Single Tenant and Tenant Concentration Properties		The bankruptcy or insolvency of a major tenant or sole tenant, or a number of smaller tenants, in retail, industrial and office properties may adversely affect the income produced by a mortgaged property. Under the Bankruptcy Code, a tenant has the option of assuming or rejecting any unexpired lease. If the tenant rejects the lease, the landlord’s claim for breach of the lease would be a general unsecured claim against the tenant (absent collateral securing the claim) and the amounts the landlord could claim would be limited. With respect to 1 mortgage loan (loan number 54), representing 0.1% of the mortgage pool, one of the two tenants at the related mortgaged property is in bankruptcy. The bankrupt tenant has continued to pay rent under its lease, and the rent under the remaining tenant’s lease is sufficient to fund the debt service under the related mortgage loan.

Litigation May Have Adverse Affect on Borrowers		From time to time, there may be legal proceedings pending, threatened or ongoing against the borrowers, managers, sponsors and their respective affiliates relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers, sponsors and their respective affiliates, and certain of the borrowers, managers, sponsors and their respective affiliates are subject to legal proceedings relating to the business of, or arising out of the ordinary course of business of, the borrowers, managers,


		sponsors or their respective affiliates. It is possible that such litigation may have a material adverse effect on any borrower’s ability to meet its obligations under the related mortgage loan and, thus, on distributions on your certificates.

Poor Property Management Will Lower the Performance of the Related Mortgaged Property		The successful operation of a real estate project depends upon the property manager’s performance and viability. The property manager is responsible for:

		• responding to changes in the local market;

		• planning and implementing the rental structure;

		• operating the property and providing building services;

		• managing operating expenses; and

		• assuring that maintenance and capital improvements are carried out in a timely fashion.

		Properties deriving revenues primarily from short-term sources, such as short-term leases, are generally more management intensive than properties leased to creditworthy tenants under long-term leases.

		We cannot provide assurance regarding the performance of any operators, leasing agents and/or property managers or persons who may become operators and/or property managers upon the expiration or termination of management agreements or following any default or foreclosure under a mortgage loan. In addition, the property managers are usually operating companies and unlike limited purpose entities, may not be restricted from incurring debt and other liabilities in the ordinary course of business or otherwise.

		One (1) property manager, General Growth Properties, Inc., will manage the mortgaged properties for 3 mortgage loans (loans numbers 1, 4 and 7) which collectively represent 25.5% of the mortgage pool. In addition, one property manager, CBL & Associates Management, Inc., will manage the mortgaged properties for 3 mortgage loans (loan numbers 2, 6 and 24) which collectively represent 15.8% of the mortgage pool. The failure of either of these property managers to properly manage these properties or any financial difficulties with respect to either of these property managers could have a significant negative impact on the continued income generation from these mortgaged properties and therefore the performance of the related mortgage loans. See “—Adverse Consequences Associated


		with Borrower Concentrations, Borrowers under Common Control and Related Borrowers” and “DESCRIPTION OF THE MORTGAGE POOL— Twenty Largest Mortgage Loans” in this prospectus supplement.

		We make no representation or warranty as to the skills of any present or future managers. Additionally, we cannot provide assurance that the property managers will be in a financial condition to fulfill their management responsibilities throughout the terms of their respective management agreements.

Condemnations of Mortgaged Properties May Result in Losses		From time to time, there may be condemnations pending or threatened against one or more of the mortgaged properties securing mortgage loans included in the trust fund. The proceeds payable in connection with a total condemnation may not be sufficient to restore the related mortgaged property or to satisfy the remaining indebtedness of the related mortgage loan. The occurrence of a partial condemnation may have a material adverse effect on the continued use of, or income generation from, the affected mortgaged property. Therefore, we cannot give assurances that the occurrence of any condemnation will not have a negative impact upon distributions on your certificates.

The Status of a Ground Lease May Be Uncertain in a Bankruptcy Proceeding		Six (6) of the mortgaged properties included in the trust fund as of the cut-off date, representing 30.2% of the mortgage pool, are secured in whole or in part by leasehold interests. Pursuant to Section 365(h) of the Bankruptcy Code, ground lessees in possession under a ground lease that has commenced have the right to continue in a ground lease even though the representative of their bankrupt ground lessor rejects the lease. The leasehold mortgages generally provide that the borrower may not elect to treat the ground lease as terminated on account of any such rejection by the ground lessor without the prior approval of the holder of the mortgage note, or otherwise prohibit the borrower from terminating the ground lease. In a bankruptcy of a ground lessee/borrower, the ground lessee/borrower under the protection of the Bankruptcy Code has the right to assume (continue) or reject (breach and/or terminate) any or all of its ground leases. If the ground lessor and the ground lessee/borrower are concurrently involved in bankruptcy proceedings, the trustee may be unable to enforce the bankrupt ground lessee/borrower’s right to continue in a ground lease rejected by a bankrupt


		ground lessor. In such circumstances, a ground lease could be terminated notwithstanding lender protection provisions contained therein or in the related mortgage. Further, in a recent decision by the United States Court of Appeals for the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537 (7th Cir. 2003), the court ruled with respect to an unrecorded lease of real property that where a statutory sale of the fee interest in leased property occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C. § 363(f)) upon the bankruptcy of a landlord, such sale terminates a lessee’s possessory interest in the property, and the purchaser assumes title free and clear of any interest, including any leasehold estates. Pursuant to Section 363(e) of the Bankruptcy Code (11 U.S.C. § 363(a)), a lessee may request the bankruptcy court to prohibit or condition the statutory sale of the property so as to provide adequate protection of the leasehold interest; however, the court ruled that this provision does not ensure continued possession of the property, but rather entitles the lessee to compensation for the value of its leasehold interest, typically from the sale proceeds. While there are certain circumstances under which a “free and clear” sale under Section 363(f) of the Bankruptcy Code would not be authorized (including that the lessee could not be compelled in a legal or equitable proceeding to accept a monetary satisfaction of his possessory interest, and that none of the other conditions of Section 363(f)(1)-(4) of the Bankruptcy Code otherwise permits the sale), we cannot provide assurances that those circumstances would be present in any proposed sale of a leased premises. As a result, we cannot provide assurances that, in the event of a statutory sale of leased property pursuant to Section 363(f) of the Bankruptcy Code, the lessee may be able to maintain possession of the property under the ground lease. In addition, we cannot provide assurances that the lessee and/or the lender will be able to recuperate the full value of the leasehold interest in bankruptcy court.

		In addition, certain of the mortgaged properties securing the mortgage loans are subject to operating leases. The operating lessee then sublets space in the mortgaged property to sub-tenants. Therefore, the cash flow from the rented mortgaged property will be subject to the bankruptcy risks with respect to the operating lessee.


		incur delay and expense in foreclosing on mortgaged properties located in states affected by one action rules. See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Foreclosure” in the accompanying prospectus.

The pool of mortgage loans (each, a “Mortgage Loan”) included in the Trust Fund (“Mortgage Pool”) is expected to consist of 54 fixed rate mortgage loans (the “Mortgage Loans”), with an aggregate principal balance (the “Cut-Off Date Pool Balance”) as of November 11, 2003 for 36 of the Mortgage Loans and November 1, 2003 for 18 of the Mortgage Loans (such date with respect to each Mortgage Loan, the “Cut-Off Date”), of $974,238,294. The “Cut-Off Date Balance” of each Mortgage Loan will equal the unpaid principal balance thereof as of the Cut-Off Date, after reduction for all payments of principal due on or before such date, whether or not received. The Cut-Off Date Balances of the Mortgage Loans range from $547,586 to $129,836,600 and the Mortgage Loans have an average Cut-Off Date Balance of $18,041,450. References to percentages of Mortgaged Properties referred to in this Prospectus Supplement without further description are references to the percentages of the Cut-Off Date Pool Balance represented by the aggregate Cut-Off Date Balance of the related Mortgage Loans. The descriptions in this Prospectus Supplement of the Mortgage Loans and the Mortgaged Properties are based upon the pool of Mortgage Loans as it is expected to be constituted as of the close of business on the Closing Date, assuming that (1) all scheduled principal and/or interest payments due on or before the Cut-Off Date will be made, and (2) there will be no principal prepayments on or before the Cut-Off Date. All percentages of the Mortgage Loans, or of any specified group of Mortgage Loans, referred to in this Prospectus Supplement are approximate percentages. All numerical and statistical information presented herein (including Cut-Off Date Balances, loan-to-value ratios and debt service coverage ratios) with respect to the Co-Lender Loans are calculated without regard to the related Companion Loan; provided that, with respect to the Chelsea Market Loan (loan number 3), the Park City Center Loan (loan number 4) and the Regency Square Mall Loan (loan number 7), numerical and statistical information presented herein with respect to loan-to-value ratios and debt service coverage ratios include the related Pari Passu Companion Loan (but not any related AB Companion Loan) as well as such Mortgage Loan.

All of the Mortgage Loans are evidenced by a promissory note (each a “Mortgage Note”). All of the Mortgage Loans are secured by a mortgage, deed of trust or other similar security instrument (each, a “Mortgage”) that creates a first mortgage lien on a fee simple estate (or, with respect to 4 Mortgage Loans, representing 16.8% of the Cut-Off Date Pool Balance, on the related borrower’s fee simple estate and leasehold estate and, with respect to 2 Mortgage Loans, representing 13.4% of the Cut-Off Date Pool Balance, on the related borrower’s leasehold estate) in an income-producing real property (each, a “Mortgaged Property”).

Set forth below are the number of Mortgage Loans, and the approximate percentage of the Cut-Off Date Pool Balance represented by such Mortgage Loans, that are secured by Mortgaged Properties operated for each indicated purpose:


(1)	A Mortgaged Property is classified as shadow anchored if it is in close proximity to an anchored retail property.

(2)	Specifically, the fee interest in land which the ground tenant has improved and leased as an anchored retail shopping center. The retail shopping center is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower.

All of the Mortgage Loans will be acquired on the Closing Date by the Depositor from the Mortgage Loan Sellers. Wachovia Bank, National Association (“Wachovia”), in its capacity as a Mortgage Loan Seller, originated or acquired 24 of the Mortgage Loans to be included in the Trust Fund representing 55.1% of the Cut-Off Date Pool Balance. Eurohypo AG, New York Branch (“Eurohypo”) originated or acquired 4 of the Mortgage Loans to be included in the Trust Fund representing 21.4% of the Cut-Off Date Pool Balance. Citigroup Global Markets Realty Corp. (“Citigroup”) originated 11 of the Mortgage Loans to be included in the Trust Fund representing 14.6% of the Cut-Off Date Pool Balance. Artesia Mortgage Capital Corporation (“Artesia”) originated or acquired 15 of the Mortgage Loans to be included in the Trust Fund representing 8.9% of the Cut-Off Date Pool Balance. None of the Mortgage Loans was 30 days or more delinquent as of the Cut-Off Date, and no Mortgage Loan has been 30 days or more delinquent during the 12 months preceding the Cut-Off Date (or since the date of origination if such Mortgage Loan has been originated within the past 12 months).

Mortgage Rates; Calculations of Interest. All of the Mortgage Loans bear interest at rates (each a “Mortgage Rate”) that will remain fixed for their remaining terms, provided, however, that after the applicable Anticipated Repayment Date, the interest rate on the related ARD Loans will increase as described in this Prospectus Supplement. See “—Amortization” below. Fifty (50) of the Mortgage Loans, representing 83.5% of the Cut-Off Date Pool Balance, accrue interest on the basis (an “Actual/360 basis”) of the actual number of days elapsed over a 360 day year. Four (4) of the Mortgage Loans, representing 16.5% of the Cut-Off Date Pool Balance, accrue interest on the basis (a “30/360 basis”) of a 360-day year consisting of 12 thirty-day months. Six (6) of the Mortgage Loans, representing 17.9% of the Cut-Off Date Pool Balance, have periods during which only interest is due and periods in which principal and interest are due. Three (3) of the Mortgage Loans, representing 4.3% of the Cut-Off Date Pool Balance, are interest-only for their entire term.

Mortgage Loan Payments. Scheduled payments of principal and/or interest other than Balloon Payments (the “Periodic Payments”) on all of the Mortgage Loans are due monthly.

Due Dates. Generally, the Periodic Payment for each Mortgage Loan is due on the date (each such date, a “Due Date”) occurring on the 11th day of the month (or in the case of 18 Mortgage Loans, the first day of the month). No mortgage loan has a grace period that extends payment beyond the 11th day of any calendar month, except the grace period on 3 mortgage loans, representing 15.8% of the mortgage pool, extends payment until the 21st day of any calendar month.

Amortization. Forty-nine (49) of the Mortgage Loans (the “Balloon Loans”), representing 98.7% of the Cut-Off Date Pool Balance, provide for Periodic Payments based on amortization schedules significantly longer than their respective terms to maturity, in each case with payments on their respective scheduled maturity dates of principal amounts outstanding (each such amount, together with the corresponding payment of interest, a “Balloon Payment”). Three (3) of the Mortgage Loans, representing 4.4% of the Cut-Off Date Pool Balance, provide for interest-only Periodic Payments for the entire term and do not amortize. Five (5) of the Mortgage Loans (the “Fully Amortizing Loans”), representing 1.3% of the Cut-Off Date Pool Balance, fully or substantially amortize through their respective remaining terms to maturity. In addition, because the fixed periodic payments on the Fully Amortizing Loans are determined assuming interest is calculated on a 30/ 360 Basis, but interest actually accrues and is applied on the Fully Amortizing Loans on an Actual/ 360 Basis, there will be less amortization, absent prepayments, of the related principal balances during the terms of the Fully Amortizing Loans, resulting in a higher final payment on the Fully Amortizing Loans.

Nineteen (19) of the Mortgage Loans (the “ARD Loans”), representing 37.8% of the Cut-Off Date Pool Balance, provide that if the unamortized principal amount thereof is not repaid on a date set forth in the related Mortgage Note (the “Anticipated Repayment Date”), the Mortgage Loan will accrue additional interest (the “Additional Interest”) at the rate set forth therein and the borrower will be required to apply excess monthly cash flow (the “Excess Cash Flow”) generated by the Mortgaged Property (as determined in the related loan documents) to the repayment of principal outstanding on the Mortgage Loan. On or before the Anticipated Repayment Date, the ARD Loans generally require the related borrower to enter into a cash management agreement whereby all Excess Cash Flow will be deposited directly into a lockbox account. Any amount received in respect of Additional Interest will be distributed to the holders of the Class Z Certificates. Generally, Additional Interest will not be included in the calculation of the Mortgage Rate for a Mortgage Loan, and will only be paid after the outstanding principal balance of the Mortgage Loan together with all interest thereon at the Mortgage Rate has been paid. With respect to such Mortgage Loans, no Prepayment Premiums or Yield Maintenance Charges will be due in connection with any principal prepayment after the Anticipated Repayment Date.

Six (6) of the Balloon Loans and ARD Loans, representing 17.9% of the Cut-Off Date Pool Balance, provide for monthly payments of interest-only for the first 24 months to 36 months of their respective terms followed by payments which amortize a portion of the principal balance of the Mortgage Loans by their related maturity dates or Anticipated Repayment Dates, as applicable, but not the entire principal

Prepayment Provisions. As of the Cut-Off Date, all of the Mortgage Loans restrict or prohibit voluntary principal prepayment. In general, the Mortgage Loans either (i) prohibit voluntary prepayment of principal until a date specified in the related Mortgage Note, but permit defeasance after a date specified in the related Mortgage Note for most or all of the remaining term (47 Mortgage Loans, or 97.1% of the Cut-Off Date Pool Balance), (ii) prohibit voluntary prepayment of principal for a period ending on a date specified in the related Mortgage Note, and thereafter impose a Yield Maintenance Charge until a date specified in the related Mortgage Note (6 Mortgage Loans, or 2.1% of the Cut-Off Date Pool Balance), or (iii) prohibit voluntary prepayment of principal until a date specified in the related Mortgage Note and thereafter permit voluntary principal prepayment without the imposition of a Yield Maintenance Charge or Prepayment Premium (1 Mortgage Loan, or 0.8% of the Cut-Off Date Pool Balance); provided that, for purposes of each of the foregoing, “remaining term” refers to either the remaining term to maturity or the Anticipated Repayment Date, as applicable, of the related Mortgage Loan. See “—Additional Mortgage Loan Information” in this Prospectus Supplement. Prepayment Premiums and Yield Maintenance Charges, if and to the extent collected, will be distributed as described in this Prospectus Supplement under “DESCRIPTION OF THE CERTIFICATES— Distributions— Allocation of Prepayment Premiums and Yield Maintenance Charges.” The Depositor makes no representation as to the enforceability of the provisions of any Mortgage Note requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of the collectability of any Prepayment Premium or Yield Maintenance Charge.

Certain state laws limit the amounts that a lender may collect from a borrower as an additional charge in connection with the prepayment of a mortgage loan. The Mortgage Loans generally do not require the payment of Prepayment Premiums or Yield Maintenance Charges in connection with a prepayment, in whole or in part, of the related Mortgage Loan as a result of or in connection with a total casualty or condemnation. Furthermore, the enforceability, under the laws of a number of states, of provisions providing for payments comparable to the Prepayment Premiums and/or Yield Maintenance Charges upon an involuntary prepayment is unclear. No assurance can be given that, at the time a Prepayment Premium or Yield Maintenance Charge is required to be made on a Mortgage Loan in connection with an involuntary prepayment, any obligation to pay such Prepayment Premium or Yield Maintenance Charge will be enforceable under applicable state law.

The Mortgage Loans included in the Trust Fund (other than certain of the Citigroup Mortgage Loans and certain of the Artesia Mortgage Loans) provide that, in the event of a partial prepayment of such Mortgage Loan due to the receipt of insurance proceeds or a condemnation award in connection with a casualty or condemnation, the monthly debt service payment of such Mortgage Loan will remain unchanged. See “RISK FACTORS—Prepayments Will Affect Your Yield.”

Forty-seven (47) of the Mortgage Loans, or 97.1% of the Cut-Off Date Pool Balance, provide that, in general, under certain conditions, the related borrower will have the right, no earlier than two years following the Closing Date, to substitute a pledge of Defeasance Collateral, in exchange for a release of the related Mortgaged Property (or a portion thereof) from the lien of the related Mortgage without the prepayment of the Mortgage Loan or the payment of the applicable Prepayment Premium or Yield Maintenance Charge. Mortgage Loans secured by more than one Mortgaged Property which provide for partial defeasance generally require that (i) prior to the release of a related Mortgaged Property (or a portion thereof), a specified percentage (generally 125% of the allocated loan amount for such Mortgaged Property be defeased and (ii) that certain debt service coverage ratios and loan-to-value ratio tests be satisfied with respect to the remaining Mortgaged Properties after the defeasance. In general, “Defeasance Collateral” is required to consist of United States government obligations that provide for payments on or prior, but as close as possible, to all successive Due Dates and the scheduled maturity date (or the Anticipated Repayment Date in the case of the ARD Loans) (provided, that in the case of certain Mortgage Loans, such defeasance payments may cease at the beginning of the open prepayment

period with respect to such Mortgage Loan, and the final payment on the Defeasance Collateral may be sufficient to fully prepay the Mortgage Loan), with each such payment being equal to or greater than (with any excess to be returned to the borrower (in some cases, after the related Mortgage Loan is paid in full)) the Periodic Payment due on such date or (i) in the case of a Balloon Loan on the scheduled maturity date, the Balloon Payment, or (ii) in the case of an ARD Loan, the principal balance on its Anticipated Repayment Date. The Pooling and Servicing Agreement requires the Master Servicer or the Special Servicer to require each borrower that proposes to prepay its Mortgage Loan to pledge Defeasance Collateral in lieu of making a prepayment, to the extent the related Mortgage Loan documents enable the Master Servicer or the Special Servicer, as applicable, to make such requirement, but in each case subject to certain conditions, including that the defeasance would not have an adverse effect on REMIC status of either REMIC (accordingly, no defeasance would be required or permitted prior to the second anniversary of the Closing Date). The cash amount a borrower must expend to purchase, or deliver to the Master Servicer in order for the Master Servicer to purchase, such Defeasance Collateral may be in excess of the principal balance of the related Mortgage Loan. There can be no assurances that a court would not interpret such portion of the cash amount that exceeds the principal balance as a form of prepayment consideration and would not take it into account for usury purposes. In some states some forms of prepayment consideration are unenforceable.

Neither the Master Servicer nor the Special Servicer is permitted to waive or modify the terms of any Mortgage Loan prohibiting voluntary prepayments during a Lockout Period or requiring the payment of a Prepayment Premium or Yield Maintenance Charge except under the circumstances described in “SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments” in this Prospectus Supplement.

Other Financing. With limited exceptions, all of the Mortgage Loans prohibit the related borrower from encumbering the Mortgaged Property with additional secured debt without the lender’s prior consent. One (1) Mortgage Loan (loan number 25) representing 0.8% of the Cut-Off Date Pool Balance has existing unsecured debt other than in the ordinary course of business. One (1) Mortgage Loan (loan number 25), representing 0.8% of the Cut-Off Date Pool Balance, provides that the borrower under certain circumstances may incur additional unsecured indebtedness other than in the ordinary course of business and without the consent of the mortgagee. In addition, in the case of those Mortgage Loans which require or allow letters of credit to be posted by the related borrowers as additional security for such Mortgage Loans, in lieu of reserves or otherwise, the related borrower may be obligated to pay fees and expenses associated with the letter of credit and/or to reimburse the letter of credit issuer or others in the event of a draw upon the letter of credit by the lender. See “—Due-On-Sale and Due-On-Encumbrance Provisions” below.

With respect to 1 Mortgage Loan (loan number 31) representing 0.5% of the Cut-Off Date Pool Balance, the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt. With respect to 3 Mortgage Loans (loan numbers 3, 17 and 28), representing 11.0% of the Cut-Off Date Pool Balance, the related Mortgage Loan documents provide that, under certain circumstances, the entities with a controlling ownership interest in the borrower may pledge their interests as security for debt financing, generally referred to as mezzanine debt, in the future, subject to the terms of a subordination and standstill agreement to be entered into in favor of the lender and the satisfaction of certain financial conditions. See “RISK FACTORS—Some Mortgaged Properties May Be Encumbered by Subordinated Debt Which May Delay Foreclosure” in this Prospectus Supplement. In addition, 4 Mortgage Loans included in the trust fund as of the Cut-Off Date (loan numbers 25, 52, 53 and 54) representing 1.1% of the Cut-Off Date Pool Balance, do not prohibit the related borrower from incurring additional unsecured debt or an owner of an interest in the related borrower from pledging its ownership interest in the related borrower as security for mezzanine debt because the related borrower is not required by either the mortgage loan documents or related organizational documents to be a special purpose entity. Further, certain of the Mortgage Loans included in the trust fund do not prohibit limited partners or other owners of non-controlling interests in the related borrower from pledging their interests in

In addition, with respect to the Co-Lender Loans, the related Mortgaged Property also secures one or more Companion Loans. See “—Co-Lender Loans” below.

Nonrecourse Obligations. The Mortgage Loans are generally nonrecourse obligations of the related borrowers and, upon any such borrower’s default in the payment of any amount due under the related Mortgage Loan, the holder thereof may look only to the related Mortgaged Property for satisfaction of the borrower’s obligations. In addition, in those cases where recourse to a borrower or guarantor is purportedly permitted, the Depositor has not undertaken an evaluation of the financial condition of any such person, and prospective investors should therefore consider all of the Mortgage Loans to be nonrecourse.

Due-On-Sale and Due-On-Encumbrance Provisions. Substantially all of the Mortgages contain “due-on-sale” and “due-on-encumbrance” clauses that, in general, permit the holder of the Mortgage to accelerate the maturity of the related Mortgage Loan if the borrower sells or otherwise transfers or encumbers the related Mortgaged Property or prohibit the borrower from doing so without the consent of the holder of the Mortgage. However, certain of the Mortgage Loans may permit one or more transfer of the related Mortgaged Property to pre-approved borrowers or pursuant to pre-approved conditions without approval of the mortgagee. As provided in, and subject to, the Pooling and Servicing Agreement, the Special Servicer will determine, in a manner consistent with the servicing standard described in this Prospectus Supplement under “SERVICING OF THE MORTGAGE LOANS—General,” whether to exercise any right the holder of any Mortgage may have under any such clause to accelerate payment of the related Mortgage Loan upon, or to withhold its consent to, any transfer or further encumbrance of the related Mortgaged Property.

Cross-Default and Cross-Collateralization of Certain Mortgage Loans; Certain Multi-Property Mortgage Loans. One (1) group of Mortgage Loans (loan numbers 14 and 15), representing 3.7% of the Cut-Off Date Pool Balance, is cross-collateralized and cross-defaulted with the other Mortgage Loans in such group as indicated in Annex A-5. As of the Closing Date, no Mortgage Loan, except the Co-Lender Loans, will be cross-collateralized or cross-defaulted with any loan that is not included in the Mortgage Pool. The Master Servicer or the Special Servicer, as the case may be, will determine whether to enforce the cross-default and cross-collateralization rights upon a mortgage loan default with respect to any of these Mortgage Loans. The Certificateholders will not have any right to participate in or control any such determination. No other Mortgage Loans are subject to cross-collateralization or cross-default provisions.

Two (2) of the Mortgage Loans (loan numbers 14 and 15), representing 3.7% of the Cut-Off Date Pool Balance, provide that the cross-default and cross-collateralization provisions may be terminated in the event one of the Mortgage Loans is defeased or assumed without a simultaneous defeasance or assumption of the other, provided that a no-downgrade letter is received from the applicable rating agencies, certain loan-to-value ratio and debt service coverage ratio tests are satisfied and, in the case of a defeasance of one Mortgage Loan, funds or a letter of credit equal to 15% of the appraised value of the Mortgaged Property primarily securing the defeased Mortgage Loan are deposited as additional security for the remaining undefeased Mortgage Loan.

Partial Releases. Certain of the Mortgage Loans permit a partial release of a portion of the related Mortgage Property not material to the underwriting of the Mortgage Loan at the time of origination, without any prepayment or defeasance of the Mortgage Loan. With respect to 1 Mortgage Loan (loan number 7), representing 5.4% of the Cut-Off Date Pool Balance, the lender has agreed to release a portion of the related Mortgaged Property, provided certain conditions are satisfied, including: (i) evidence that the released property may be separated from the Mortgaged Property without a material diminution in the value of the Mortgaged Property; (ii) the released property will be vacant, non-income producing and unimproved (or improved only by surface parking areas); and (iii) a Rating Agency confirmation that the release will not result in a downgrade, withdrawal or qualification of the then current rating assigned to any Class of Certificates.

Property Inspections. Generally, the Mortgaged Properties were inspected by or on behalf of the Mortgage Loan Sellers in connection with the origination or acquisition of the related Mortgage Loans to assess their general condition. No inspection revealed any patent structural deficiency or any deferred maintenance considered material and adverse to the value of the Mortgaged Property as security for the related Mortgage Loan, except in such cases where adequate reserves have been established.

Appraisals. All of the Mortgaged Properties were appraised by a state-certified appraiser or an appraiser belonging to the Appraisal Institute in accordance with the Federal Institutions Reform, Recovery and Enforcement Act of 1989. The primary purpose of each appraisal was to provide an opinion as to the market value of the related Mortgaged Property. There can be no assurance that another appraiser would have arrived at the same opinion of market value.

Environmental Assessments. A “Phase I” environmental site assessment was performed by independent environmental consultants with respect to each Mortgaged Property in connection with the origination of the related Mortgage Loans. “Phase I” environmental site assessments generally do not include environmental testing. In certain cases, environmental testing, including in some cases a “Phase II” environmental site assessment as recommended by such “Phase I” assessment, was performed. Generally, in each case where environmental assessments recommended corrective action, the originator of the Mortgage Loan determined that the necessary corrective action had been undertaken in a satisfactory manner, was being undertaken in a satisfactory manner or that such corrective action would be adequately addressed post-closing. In some instances, the originator required that reserves be established to cover the estimated cost of such remediation or an environmental insurance policy was obtained from a third party.

Engineering Assessments. In connection with the origination of all of the Mortgage Loans, except for 1 Mortgage Loan (loan number 47) representing 0.2% of the Cut-Off Date Pool Balance, a licensed engineer or architect inspected the related Mortgaged Property to assess the condition of the structure, exterior walls, roofing, interior structure and mechanical and electrical systems. The resulting reports indicated deferred maintenance items and/or recommended capital improvements on the Mortgaged Properties. Generally, with respect to a majority of Mortgaged Properties, the related borrowers were required to deposit with the lender an amount equal to at least 110% of the licensed engineer’s estimated cost of the recommended repairs, corrections or replacements to assure their completion.

Earthquake Analyses. Except in cases where the value of the land greatly exceeded the unpaid principal balance of the mortgage loan, an architectural and/or engineering consultant performed an analysis on certain Mortgaged Properties located in areas considered to be an earthquake risk, which includes California, in order to evaluate the structural and seismic condition of the property and to assess, based primarily on statistical information, the maximum probable loss for the property in an earthquake scenario. The resulting reports concluded that in the event of an earthquake, no Mortgaged Properties are likely to suffer a probable maximum loss in excess of 20% of the amount of the estimated replacement cost of the improvements located on the related Mortgaged Property. However, 2 Mortgaged Properties securing 2 Mortgage Loans have earthquake insurance in place.

General. Six (6) Mortgage Loans (loan number 2, the “Meridian Mall Loan”, loan number 3, the “Chelsea Market Loan”, loan number 4, the “Park City Center Loan”, loan number 7, the “Regency Square Mall Loan”, loan number 46, the “CVS-Rockingham, NC Loan”, and loan number 51, the “CVS-Rutherford College, NC Loan”, and collectively, the “Co-Lender Loans”) are each evidenced by one of two or more notes each secured by a single mortgage and a single assignment of leases and rents. The Chelsea Market Loan and the Regency Square Mall Loan (together, the “Pari Passu Loans”) are each part of a split loan structure where the companion loan that is part of this split loan structure is pari passu in its right of entitlement to payment with the related Mortgage Loan and is not included as part of the trust (with respect to the Chelsea Market Loan, the “Chelsea Market Pari Passu Loan”, and with respect to the Regency Square Mall Loan, the “Regency Square Pari Passu Loan”). The Chelsea Market Loan

The Park City Center Loan is part of a split loan structure where one companion loan that is part of this split loan structure is pari passu in its right of entitlement to payment with the Park City Center Loan and is not included in the trust (the “Park City Center Pari Passu Loan” and, together with the Chelsea Market Pari Passu Loan and the Regency Square Mall Pari Passu Loan, the “Pari Passu Companion Loans”) and one companion loan that is part of this split loan structure is subordinate in its right of entitlement to payment with the Park City Center Loan and the Park City Center Pari Passu Loan and is not included in the trust (the “Park City Center AB Companion Loan” and, together with the Park City Center Pari Passu Loan, the “Park City Center Companion Loans”). The Park City Center Loan has a Cut-Off Date Balance of $65,925,439, representing 6.8% of the Cut-Off Date Pool Balance.

The Meridian Mall Loan, originated by Wachovia Bank, National Association, is evidenced by one of two notes each secured by a single mortgage and a single assignment of leases. The Meridian Mall Loan is represented by the senior of two notes. The junior companion loan (the “Meridian Mall Companion Loan”) is not part of the trust. The Meridian Mall Loan has a Cut-Off Date Balance of $88,180,265, representing approximately 9.1% of the Cut-Off Date Pool Balance.

Two (2) of the mortgage loans, the CVS-Rockingham, NC Loan and the CVS-Rutherford College, NC Loan (each a “CLF Mortgage Loan” and, together with the Meridian Mall Loan, the “AB Mortgage Loans”), originated by Capital Lease Funding LLC (“CLF”) and acquired by Wachovia Bank, National Association are each evidenced by one of two notes each secured by a single mortgage and a single assignment of leases. Each CLF Mortgage Loan is represented by the senior of two notes. Neither junior companion loan (each a “CLF Companion Loan” and, together with the Meridian Mall Companion Loan and the Park City Center Mall AB Companion Loan, the “AB Companion Loans”) is part of the trust. The CVS-Rockingham, NC Loan has a Cut-Off Date Balance of $2,176,783, representing 0.2% of the Cut-Off Date Pool Balance. The CVS-Rutherford College, NC Loan has a Cut-Off Date Balance of $1,570,040, representing 0.2% of the Cut-Off Date Pool Balance.

The Pari Passu Companion Loans and, the AB Companion Loans are referred to herein as the “Companion Loans”.

Eurohypo AG, New York Branch will initially be the holder of the Park City Center Companion Loans. The holders of the Companion Loans may only sell each such Companion Loan with the prior written consent of the Master Servicer or the Special Servicer or, without such consent, to certain institutional lenders or other parties named in the related Intercreditor Agreement, in each case after receiving prior confirmation from each Rating Agency that such sale will not result in the withdrawal, downgrade or qualification of the ratings assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency.

Wachovia Bank, National Association is the holder of the Meridian Mall Companion Loan. The holder of the Meridian Mall Companion Loan may only sell such Companion Loan with the prior written consent of the master servicer or the special servicer or, without such consent, to certain institutional lenders or other parties named in the related Intercreditor Agreement pursuant to the terms of the related Intercreditor Agreement.

CLF is the holder of the CLF Companion Loans, but may elect to sell either CLF Companion Loan at any time. Wachovia Bank, National Association owns an equity interest in CLF and provides financing to CLF secured by, among other things, the CLF Companion Loans.

With respect to each Pari Passu Loan, the terms of an intercreditor agreement (with respect to the Chelsea Market Loan, the “Chelsea Market Intercreditor Agreement”, with respect to Regency Square Mall Loan, the “Regency Square Mall Intercreditor Agreement” and together with the Chelsea Market Intercreditor Agreement, the “Pari Passu Loan Intercreditor Agreements”) provide that each Pari Passu Loan and its related Pari Passu Companion Loan are of equal priority with each other and no portion of

either loan will have priority or preference over the other. With respect to the Park City Center Loan, the terms of an intercreditor agreement (the “Park City Center Intercreditor Agreement”) provide that the Park City Center Loan and the Park City Center Pari Passu Loan are of equal priority with each other and that the Park City Center AB Companion Loan is subordinate in certain respects to both the Park City Center Loan and the Park City Center Companion Loan. With respect to the Meridian Mall Mortgage Loan, under the terms of an Intercreditor Agreement (the “Meridian Mall Intercreditor Agreement”), the holder of the Meridian Mall Companion Loan has agreed to subordinate its interest in certain respects to the Meridian Mall Mortgage Loan. With respect to the CLF Mortgage Loans, under the terms of separate intercreditor agreements (each, a “CLF Intercreditor Agreement”, and together with the Pari Passu Loan Intercreditor Agreements, the Park City Intercreditor Agreement and the Meridian Mall Intercreditor Agreement, the “Intercreditor Agreements”), the holders of the CLF Companion Loans have each agreed to subordinate their interests in certain respects to the related CLF Mortgage Loans, subject to their prior right to receive proceeds of a claim for accelerated future rent payments payable upon a default under the related lease (a “Defaulted Lease Claim”). The Master Servicer and Special Servicer will undertake to perform the obligations of the holder of the AB Mortgage Loans under the related Intercreditor Agreements. Except with respect to the Chelsea Market Loan and the Regency Square Mall Loan (which will each be serviced under the 2003-C7 Pooling and Servicing Agreement) the Master Servicer and the Special Servicer will undertake to perform the obligations of the holder of the Pari Passu Loans, the Park City Center Companion Loans and the AB Mortgage Loans under the related Intercreditor Agreements.

Servicing Provisions of the Intercreditor Agreements. The Chelsea Market Loan and the Regency Square Mall Loan will be serviced under the pooling and servicing agreement (the “2003-C7 Pooling and Servicing Agreement”) entered into in connection with the issuance of the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C7. The master servicer under the 2003-C7 Pooling and Servicing Agreement (the “2003-C7 Master Servicer”) is Wachovia Bank, National Association, the special servicer under the 2003-C7 Pooling and Servicing Agreement (the “2003-C7 Special Servicer”) is Clarion Partners, LLC and the trustee under the 2003-C7 Pooling and Servicing Agreement (the “2003-C7 Trustee”) is Wells Fargo Bank Minnesota, N.A. The terms of the 2003-C7 Pooling and Servicing Agreement provide for servicing arrangements that are generally similar to those under the Pooling and Servicing Agreement. The Controlling Class Representative will generally share with the controlling class representative under the 2003-C7 Pooling and Servicing Agreement (the “2003-C7 Controlling Class Representative”) the rights given to the 2003-C7 Controlling Class Representative under the 2003-C7 Pooling and Servicing Agreement to direct the servicing of the Chelsea Market Loan and the Regency Square Mall Loan. See “SERVICING OF THE MORTGAGE LOANS— The Controlling Class Representative” and “—Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair” in this Prospectus Supplement.

With respect to the Meridian Mall Mortgage Loan, the Master Servicer and Special Servicer will service and administer the Meridian Mall Mortgage Loan and the Meridian Mall Companion Loan pursuant to the Pooling and Servicing Agreement and the Meridian Mall Intercreditor Agreement for so long as the Meridian Mall Mortgage Loan is part of the trust. If the principal amount of the Meridian Mall Companion Loan, less any existing related Appraisal Reduction Amount, is at least equal to 25% of the original principal amount of the Meridian Mall Companion Loan, the holder of the Meridian Mall Companion Loan, or an advisor on its behalf, will be entitled to advise and direct the Master Servicer and/or Special Servicer with respect to certain matters, including, among other things, foreclosure or material modifications of the Meridian Mall Mortgage Loan. However, no advice or direction may require or cause the Master Servicer or the Special Servicer to violate any provision of the Pooling and Servicing Agreement, including the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard. See “SERVICING OF THE MORTGAGE LOANS— The Controlling Class Representative” in this Prospectus Supplement.

In the event of any default under the Meridian Mall Loan or the Meridian Mall Companion Loan, the holder of the Meridian Mall Companion Loan will be entitled to (i) cure such default within five

With respect to the Park City Center Loan, the Master Servicer and Special Servicer will service and administer the Park City Center Loan and each of the Park City Center Companion Loans pursuant to the Pooling and Servicing Agreement and the Park City Center Intercreditor Agreement for so long as the Park City Center Loan is part of the trust. If the principal amount of the Park City Center AB Companion Loan, less any existing related Appraisal Reduction Amount, is at least equal to 25% of the original principal amount of the Park City Center AB Companion Loan, the holder of the Park City Center AB Companion Loan, or an advisor on its behalf, will be entitled to advise and direct the Master Servicer and/or Special Servicer with respect to certain matters, including, among other things, foreclosure or material modifications of the Park City Center Loan. However, no advice or direction may require or cause the Master Servicer or the Special Servicer to violate any provision of the Pooling and Servicing Agreement, including the Master Servicer’s and the Special Servicer’s obligation to act in accordance with the Servicing Standard. See “SERVICING OF THE MORTGAGE LOANS— The Controlling Class Representative” in this Prospectus Supplement.

In the event of any default under the Park City Center Loan or either of the Park City Center Companion Loans, the holder of the Park City Center AB Companion Loan will be entitled to (i) cure such default within ten business days of receipt of notice from the Master Servicer with respect to monetary defaults and within thirty days of receipt of notice from the Master Servicer with respect to non-monetary defaults and/or (ii) purchase the Park City Center Loan from the trust after the expiration of the cure period subject to the conditions contained in the Park City Center Intercreditor Agreement. Upon exercising its right to purchase the Park City Loan, the holder of the Park City Center AB Companion Loan will also be required to purchase the Park City Center Pari Passu Loan. The purchase price will generally equal the unpaid aggregate principal balance of the Park City Center Loan and the Park City Center Pari Passu Loan, together with all unpaid interest thereon (other than default interest) at the related mortgage rate and any unreimbursed servicing expenses, advances and interest on advances for which the borrower under the Park City Center Whole Loan is responsible. No prepayment consideration will be payable in connection with such a purchase of the Park City Center Loan and the Park City Center Pari Passu Loan.

With respect to the CLF Mortgage Loans, the Master Servicer and Special Servicer will service and administer the CLF Mortgage Loans and their related CLF Companion Loans pursuant to the Pooling and Servicing Agreement and the related CLF Intercreditor Agreement for so long as such CLF Mortgage Loan is part of the trust. Each CLF Mortgage Loan and its related CLF Companion Loan is cross-defaulted. However, upon an event of default which does not constitute a payment default but is limited to a default in the performance by the related borrower of its obligations under its lease, or the failure to reimburse a servicing advance made to fulfill such obligations, the Master Servicer will generally be required to make servicing advances to cure any such borrower default and prevent a default under the lease, subject to customary standards of recoverability, and will be prohibited from foreclosing on the Mortgaged Property so long as any such advance, together with interest thereon, would be recoverable. Further, the Special Servicer will not be permitted to amend a CLF Mortgage Loan or the related CLF Companion Loan in a manner materially adverse to the holder of the related CLF Companion Loan without the consent of the holder of such CLF Companion Loan. The holder of the CLF Companion Loan will not be entitled to advise the Special Servicer with respect to certain matters related to the CLF

In the event of an acceleration of a CLF Mortgage Loan and the related CLF Companion Loan after an event of default under the related CLF Mortgage Loan documents, the holder of the related CLF Companion Loan will be entitled to purchase such CLF Mortgage Loan from the trust for a purchase price equal to the sum of (i) the principal balance of such CLF Mortgage Loan, together with accrued and unpaid interest thereon through the date of purchase, (ii) unreimbursed advances together with accrued and unpaid interest thereon and (iii) any other amounts payable under the CLF Mortgage Loan documents.

Application of Payments. Pursuant to the related Intercreditor Agreement, all payments, proceeds and other recoveries on or in respect of the Chelsea Market Loan or Regency Square Mall Loan and/or the related Pari Passu Loan (subject in each case to the rights of the 2003-C7 Master Servicer, the 2003-C7 Special Servicer and/or the 2003-C7 Trustee to payments and reimbursements as set forth in the 2003-C7 Pooling and Servicing Agreement and the related Intercreditor Agreement) will be applied to the Chelsea Market Loan or Regency Square Mall Loan, as applicable, and the related Pari Passu Loan on a pro rata basis according to their respective principal balances.

Pursuant to the Meridian Mall Intercreditor Agreement, to the extent described below, the right of the holder of the Meridian Mall Companion Loan to receive payments with respect to the Meridian Mall Companion Loan is subordinated to the payment rights of the trust to receive payments with respect to the Meridian Mall Mortgage Loan. Prior to the occurrence of an event of default with respect to the Meridian Mall Mortgage Loan or prior to a Servicing Transfer Event related to the Meridian Mall Mortgage Loan, after payment or reimbursement of any advances (other than P&I advances made by the holder of the Meridian Mall Companion Loan), advance interest or other costs, fees or expenses related to or allocable to the Meridian Mall Mortgage Loan or the Meridian Mall Companion Loan, all payments and proceeds (of whatever nature) received with respect to the Meridian Mall Mortgage Loan and the Meridian Mall Companion Loan will be paid first, to the trust, in an amount equal to interest due with respect to the Meridian Mall Mortgage Loan; second, to the holder of the Meridian Mall Companion Loan, in an amount equal to interest due with respect to the Meridian Mall Companion Loan; third, (a) to the holder of the Meridian Mall Companion Loan, in an amount equal to the principal balance of the Meridian Mall Companion Loan until paid in full, and then (b) to the trust, in an amount equal to the principal balance of the Meridian Mall Loan until paid in full; fourth, to the trust and the holder of the Meridian Mall Companion Loan, pro rata (based upon the outstanding principal balance of the Meridian Mall Mortgage Loan and the Meridian Mall Companion Loan), in an amount equal to any prepayment premium, to the extent actually paid; fifth, to the trust and the holder of the Meridian Mall Companion Loan, pro rata, based upon any unreimbursed costs and expenses owing to the trust or the holder of the Meridian Mall Companion Loan, respectively, up to the amount of any such unreimbursed costs and expenses; and sixth, to the trust and the holder of the Meridian Mall Companion Loan, pro rata, based upon the default interest respectively accrued under the Meridian Mall Mortgage Loan and the Meridian Mall Companion Loan, to the extent actually paid. If any excess amount is paid by the related borrower, and not otherwise applied in accordance with the foregoing six clauses, such amount will be paid to the trust and the holder of the Meridian Mall Companion Loan on a pro rata basis.

Following the occurrence and during the continuance of an event of default with respect to the Meridian Mall Mortgage Loan or such mortgage loan becoming a Specially Serviced Mortgage Loan pursuant to the Meridian Mall Intercreditor Agreement, and subject to the holder of the Meridian Mall Companion Loan’s right to purchase the Meridian Mall Mortgage Loan from the trust, after payment or reimbursement of any advances (other than P&I Advances made by the holder of the Meridian Mall Companion Loan), advance interest or other costs, fees or expenses related to or allocable to the Meridian Mall Mortgage Loan or the Meridian Mall Companion Loan, all payments and proceeds (of whatever nature) on the Meridian Mall Companion Loan will be subordinated to all payments due on and the amounts with respect to the Meridian Mall Mortgage Loan and the Meridian Mall Companion Loan will be paid first, to the trust, in an amount equal to interest due with respect to the Meridian Mall Mortgage

Loan; second, to the trust, in an amount equal to the principal balance of the Meridian Mall Mortgage Loan until paid in full; third, to the holder of the Meridian Mall Companion Loan, in an amount equal to interest due with respect to the Meridian Mall Companion Loan; fourth, to the holder of the Meridian Mall Companion Loan, in an amount equal to (a) all unreimbursed advances made by the holder of the Meridian Mall Companion Loan and (b) the principal balance of the Meridian Mall Companion Loan until paid in full to the trust; fifth, with respect to the Meridian Mall Mortgage Loan, to the trust, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the Meridian Mall Mortgage Loan; sixth, with respect to the Meridian Mall Mortgage Loan, to the trust, in an amount equal to any unpaid default interest accrued on the Meridian Mall Mortgage Loan; seventh, to the holder of the Meridian Mall Companion Loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the Meridian Mall Companion Loan; eighth, to the holder of the Meridian Mall Companion Loan, in an amount equal to any unpaid default interest accrued on the Meridian Mall Companion Loan; ninth, to the trust and the holder of the Meridian Mall Companion Loan, pro rata, based upon the amount of any unreimbursed costs and expenses, respectively, up to the amount of any such unreimbursed costs and expenses; and tenth, any excess, to the trust and the holder of the Meridian Mall Companion Loan, pro rata, based upon the outstanding principal balances; provided that if the principal balance of the Meridian Mall Companion Loan is equal to zero, then based upon the initial principal balances.

Pursuant to the Park City Center Intercreditor Agreement, to the extent described below: (a) the right of the holder of the Park City Center Pari Passu Companion Loan to receive payments with respect to the applicable Companion Loan is pari passu to the rights of the trust to receive payments with respect to the Park City Center Loan; and (b) the right of the holder of the Park City Center AB Companion Loan to receive payments with respect to the applicable Companion Loan is subordinated to the rights of the trust to receive payments with respect to the Park City Center Loan. Prior to the occurrence of an event of default with respect to the Park City Center Loan or prior to a Servicing Transfer Event related to the Park City Center Loan, after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the Park City Center Loan or the Park City Center Companion Loans, all payments and proceeds (of whatever nature) received with respect to the Park City Center Loan and the Park City Center Companion Loans will be paid first, pari passu, between the trust and the holder of the Park City Center Pari Passu Loan, in an amount equal to interest due with respect to the Park City Center Loan and Park City Center Pari Passu Loan; second, to the holder of the Park City Center AB Companion Loan, in an amount equal to interest due with respect to the Park City Center AB Companion Loan; third, pro rata, among the trust, the holder of the Park City Center Pari Passu Loan and the holder of the Park City Center AB Companion Loan, in an amount equal to the principal payments received, if any, with respect to the Park City Center Loan; fourth, pro rata, among the trust, the holder of the Park City Center Pari Passu Loan and the holder of the Park City Center AB Companion Loan, in an amount equal to the Yield Maintenance Charges and Prepayment Premiums, to the extent actually paid, allocable to the Park City Center Whole Loan; fifth, pro rata, among the trust, the holder of the Park City Center Pari Passu Loan and the holder of the Park City Center AB Companion Loan, in an amount equal to any unreimbursed costs and expenses owing thereto, respectively, up to the amount of such unreimbursed costs and expenses; and sixth, pro rata, to the trust, the holder of the Park City Center Pari Passu Loan and the Park City Center AB Companion Loan, in an amount equal to the unpaid default interest respectively accrued under the Park City Center Loan and each of the Park City Center Companion Loans, to the extent actually paid, allocable to the Park City Center Loan and each of the Park City Center Companion Loans. If any excess amount is paid by the related borrower, and not otherwise applied in accordance with the foregoing six clauses, such amount will be paid to the trust, the holder of the Park City Center Pari Passu Loan and the holder of the Park City Center AB Companion Loan, based upon their respective outstanding principal balances; provided that if such principal balances are each equal to zero, then based upon the respective initial principal balances thereof.

Following the occurrence and during the continuance of an event of default with respect to the Park City Center Loan or such mortgage loan becoming a specially serviced mortgage loan pursuant to the Park City Center Intercreditor Agreement, and subject to the holder of the Park City Center AB Companion

Loan’s right to purchase the Park City Center Loan from the trust, after payment or reimbursement of any advances, advance interest or other costs, fees or expenses related to or allocable to the Park City Center Loan and each of the Park City Center Companion Loans, all payments and proceeds (of whatever nature) on the Park City Center Loan and the Park City Center Companion Loans will be paid first, pro rata, to the trust and the holder of the Park City Center Pari Passu Loan, in an amount equal to interest due with respect to the Park City Center Loan and the Park City Center Pari Passu Loan; second, pro rata, to the trust and the holder of the Park City Center Pari Passu Loan, in an amount equal to the principal balance of the Park City Center Loan and the Park City Center Pari Passu Loan, until paid in full; third, to the holder of the Park City Center AB Companion Loan in an amount equal to accrued and unpaid interest due with respect to the Park City Center AB Companion Loan; fourth, to the holder of the Park City Center AB Companion Loan, in an amount equal to the principal balance of the Park City Center AB Companion Loan, until paid in full; fifth, pro rata, to the trust, the holder of the Park City Center Pari Passu Loan and the holder of the Park City Center AB Companion Loan, in an amount equal to any unreimbursed costs and expenses owing thereto, respectively, up to the amount of such unreimbursed costs and expenses; sixth, pro rata, to the trust and the holder of the Park City Center Pari Passu Loan, in an amount equal to the Yield Maintenance Charges and Prepayment Premiums, to the extent actually paid, allocable to the Park City Center Loan and Park City Center Pari Passu Loan; seventh, pro rata, to the trust and the holder of the Park City Center Pari Passu Loan, in an amount equal to the unpaid default interest respectively accrued under the Park City Center Loan and the Park City Center Pari Passu Loan, to the extent actually paid, allocable to the Park City Center Loan and the Park City Center Pari Passu Loan; eighth, to the holder of the Park City Center AB Companion Loan, in an amount equal to the Yield Maintenance Charges and Prepayment Premiums, to the extent actually paid, allocable to the Park City Center AB Companion Loan; ninth, to the holder of the Park City Center AB Companion Loan, in an amount equal to the unpaid default interest accrued under the Park City Center AB Companion Loan, to the extent actually paid, allocable to the Park City Center AB Companion Loan; and tenth, pro rata, any excess to the trust, the holder of the Park City Center Pari Passu Loan and the Park City Center AB Companion Loan, based upon the respective outstanding principal balances; provided that if the principal balance of the Park City Center AB Companion Loan is equal to zero, then based upon the aggregate principal balance of the Park City Center Whole Loan.

Pursuant to the CLF Intercreditor Agreement, to the extent described below, the right of the holders of each CLF Companion Loan to receive payments with respect to such CLF Companion Loan (other than payments in respect of Defaulted Lease Claims) is subordinated to the payment rights of the trust to receive payments with respect to the related CLF Mortgage Loan. All payments and proceeds of the CLF Mortgage Loans and the CLF Companion Loans (including, among other things, regular payments, insurance proceeds and liquidation proceeds), other than in respect of Defaulted Lease Claims, whether before or after the occurrence of an event of default with respect to any CLF Mortgage Loan, will be applied first, in the event of liquidation of the real property, a determination that applicable servicing advances are nonrecoverable, or a lease acceleration or termination, first to reimbursement of servicing advances together with interest thereon. All remaining amounts (or all amounts if no such liquidation, nonrecoverability determination or lease acceleration or termination has occurred), will be applied first, to the trust, in an amount equal to interest due with respect to such CLF Mortgage Loan at the pre-default interest rate thereon; second to the trust, in an amount equal to the portion of any scheduled payments of principal allocable to such CLF Mortgage Loan (including, following acceleration, the full principal balance thereof); third, to fund any applicable reserves under the terms of the CLF Mortgage Loan documents; fourth, to the holder of the related CLF Companion Loan, in an amount equal to amounts then due with respect to the CLF Companion Loan (including reimbursement of any advances made by or on behalf of the holder of the CLF Companion Loan, interest due with respect to the CLF Companion Loan at the pre-default interest rate thereon and any scheduled payments of principal allocable to the CLF Companion Loan); fifth, to reimburse the Master Servicer, Special Servicer or the holder of the CLF Companion Loan for any outstanding advances made by either such party on such CLF Mortgage Loan or related CLF Companion Loan, to the extent then deemed to be nonrecoverable and not previously reimbursed; sixth, sequentially to the CLF Mortgage Loan and then the CLF Companion Loan, in each

Application of Amounts Paid to Trust. On or before each distribution date, amounts payable to the trust as holder of any Co-Lender Loan pursuant to the Intercreditor Agreements will be included in the Available Distribution Amount for such Distribution Date to the extent described in this Prospectus Supplement and amounts payable to the holder of the related Companion Loan will be distributed to the holder net of fees and expenses on such Companion Loan, and in the case of the Chelsea Market Loan and the Regency Square Mall Loan, will be applied and distributed in accordance with the 2003-C7 Pooling and Servicing Agreement.

The Mortgage Pool. For a detailed presentation of certain of the characteristics of the Mortgage Loans and the Mortgaged Properties, on an individual basis, see Annexes A-1, A-2, A-3, A-4 and A-5 to this Prospectus Supplement. For purposes of the numerical and statistical information set forth in this Prospectus Supplement and Annexes A-1, A-2, A-3, A-4 and A-5, such numerical and statistical information excludes any Companion Loan relating to an AB Mortgage Loan. For purposes of the calculation of DSC Ratios and LTV Ratios with respect to the Chelsea Market Loan, the Park City Center Loan and the Regency Square Mall Loan, such ratios are calculated based upon the aggregate indebtedness of each Pari Passu Loan and the related Pari Passu Companion Loan (but excluding the Park City Center A/B Loan). Certain additional information regarding the Mortgage Loans is contained in this Prospectus Supplement under “—Assignment of the Mortgage Loans; Repurchases and Substitutions” and “—Representations and Warranties; Repurchases and Substitutions,” and in the Prospectus under “DESCRIPTION OF THE TRUST FUNDS” and “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES.”

In the schedule and tables set forth in Annexes A-1, A-2, A-3, A-4 and A-5 to this Prospectus Supplement, cross-collateralized Mortgage Loans are not grouped together; instead, references are made under the heading “Cross-Collateralized Group” with respect to the other Mortgage Loans with which they are cross-collateralized.

Each of the following tables sets forth certain characteristics of the Mortgage Pool presented, where applicable, as of the Cut-Off Date. For purposes of the tables and Annexes A-1, A-2, A-3, A-4 and A-5:

(i) References to “DSC Ratio” and “DSCR” are references to debt service coverage ratios. Debt service coverage ratios are used by income property lenders to measure the ratio of (a) cash currently generated by a property that is available for debt service (that is, cash that remains after average cost of non-capital expenses of operation, tenant improvements, leasing commissions and replacement reserves during the term of the Mortgage Loan) to (b) required debt service payments. However, debt service coverage ratios only measure the current, or recent, ability of a property to service mortgage debt. The DSC Ratio for any Mortgage Loan is the ratio of “Net Cash Flow” produced by the related Mortgaged Property to the annualized amount of debt service that will be payable under that Mortgage Loan commencing after the origination date. The Net Cash Flow for a Mortgaged Property is the “net cash flow” of such Mortgaged Property as set forth in, or determined by the applicable Mortgage Loan Seller on the basis of, Mortgaged Property operating statements, generally unaudited, and certified rent rolls (as applicable) supplied by the related borrower in the case of multifamily, mixed use, retail, mobile home park, industrial, residential health care, self-storage and office properties (each a “Rental Property”); provided, however, for purposes of

calculating the DSC Ratios and DSCR, provided herein (i) with respect to 6 Mortgage Loans (loan numbers 3, 9, 14, 15, 20 and 41), representing 17.9% of the Cut-Off Date Pool Balance, where Periodic Payments are interest-only for a certain amount of time after origination after which date the Mortgage Loan amortizes principal for the remaining term of the loan the debt service used is the annualized amount of debt service that will be payable under the Mortgage Loan commencing after the amortization period begins, and (ii) with respect to 1 Mortgage Loan (loan number 13), representing 1.9% of the Cut-Off Date Pool Balance, the debt service was calculated after reducing the debt service payment of the Mortgage Loan by taking into account amounts available in cash reserves. In general, the Mortgage Loan Sellers relied on either full-year operating statements, rolling 12-month operating statements and/or applicable year-to-date financial statements, if available, and on rent rolls for all Rental Properties that were current as of a date not earlier than six months prior to the respective date of origination in determining Net Cash Flow for the Mortgaged Properties.

In general, “net cash flow” is the revenue derived from the use and operation of a Mortgaged Property less operating expenses (such as utilities, administrative expenses, repairs and maintenance, tenant improvement costs, leasing commissions, management fees and advertising), fixed expenses (such as insurance, real estate taxes and, if applicable, ground lease payments) and replacement reserves and an allowance for vacancies and credit losses. Net cash flow does not reflect interest expenses and non-cash items such as depreciation and amortization, and generally does not reflect capital expenditures, but does reflect reserves for replacements and an allowance for vacancies and credit losses.

In determining the “revenue” component of Net Cash Flow for each Rental Property, the applicable Mortgage Loan Seller generally relied on the most recent rent roll and/or other known, signed tenant leases or executed extension options supplied and, where the actual vacancy shown thereon and the market vacancy was less than 5.0%, assumed a 5.0% vacancy in determining revenue from rents, except that in the case of certain non-multifamily properties, space occupied by such anchor or single tenants or other large creditworthy tenants may have been disregarded in performing the vacancy adjustment due to the length of the related leases or creditworthiness of such tenants, in accordance with the respective Mortgage Loan Seller’s underwriting standards. In addition, with respect to the Chelsea Market Loan, revenue was calculated taking into account the availability of the $1.4 million reserve relating to the Scripps lease. Where the actual or market vacancy was not less than 5.0%, the applicable Mortgage Loan Seller determined revenue from rents by generally relying on the most recent rent roll and/or other known, signed leases or executed lease extension options supplied and the greater of (a) actual historical vacancy at the related Mortgaged Property, (b) historical vacancy at comparable properties in the same market as the related Mortgaged Property, and (c) 5.0%. In determining rental revenue for multifamily, self storage and mobile home park properties, the Mortgage Loan Sellers generally either reviewed rental revenue shown on the certified rolling 12-month operating statements, the rolling 3-month operating statements for multifamily properties or annualized the rental revenue and reimbursement of expenses shown on rent rolls or operating statements with respect to the prior one-to-twelve month periods. For the other Rental Properties, the Mortgage Loan Sellers generally annualized rental revenue shown on the most recent certified rent roll (as applicable), after applying the vacancy factor, without further regard to the terms (including expiration dates) of the leases shown thereon. In the case of hospitality properties, gross receipts were generally determined based upon the average occupancy not to exceed 75.0% and daily rates achieved during the prior two-to-three year annual reporting period. In the case of residential health care facilities, receipts were based on historical occupancy levels, historical operating revenues and the then current occupancy rates. Occupancy rates for the private health care facilities were generally within the then current market ranges, and vacancy levels were generally a minimum of 5.0%. In general, any non-recurring items and non-property related revenue were eliminated from the calculation except in the case of residential health care facilities.

In determining the “expense” component of Net Cash Flow for each Mortgaged Property, the Mortgage Loan Sellers generally relied on rolling 12-month operating statements and/or full-year or year-to-date financial statements supplied by the related borrower, except that (a) if tax or insurance expense information more current than that reflected in the financial statements was available, the newer

information was used, (b) property management fees were generally assumed to be 3.0% to 7.0% of effective gross revenue (except with respect to full service hospitality properties, where a minimum of 3.5% of gross receipts was assumed, with respect to limited service hospitality properties, where a minimum of 4.0% of gross receipts was assumed, and with respect to single tenant properties, where fees as low as 3.0% of effective gross receipts were assumed), (c) assumptions were made with respect to reserves for leasing commissions, tenant improvement expenses and capital expenditures and (d) expenses were assumed to include annual replacement reserves. See “—Underwriting Standards— Escrow Requirements— Replacement Reserves” in this Prospectus Supplement. In addition, in some instances, the Mortgage Loan Sellers recharacterized as capital expenditures those items reported by borrowers as operating expenses (thus increasing “net cash flow”) where the Mortgage Loan Sellers determined appropriate.

The borrowers’ financial information used to determine Net Cash Flow was in most cases borrower certified, but unaudited, and neither the Mortgage Loan Sellers nor the Depositor verified their accuracy.


	(ii) References to “Cut-Off Date LTV” and “Cut-Off Date LTV Ratio” are references to the ratio, expressed as a percentage, of the Cut-Off Date Balance of a Mortgage Loan to the appraised value of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers.

	(iii) References to “Maturity Date LTV Ratio” and “LTV at ARD or Maturity” are references to the ratio, expressed as a percentage, of the expected balance of a Balloon Loan on its scheduled maturity date (or ARD Loan on its Anticipated Repayment Date) (prior to the payment of any Balloon Payment or principal prepayments) to the appraised value of the related Mortgaged Property as shown on the most recent third-party appraisal thereof available to the Mortgage Loan Sellers.

	(iv) References to “Loan per Sq. Ft., Unit, Bed, Pad or Room” are, for each Mortgage Loan secured by a lien on a multifamily property (including a mobile home park property), hospitality property or assisted living facility or other healthcare property, respectively, references to the Cut-Off Date Balance of such Mortgage Loan divided by the number of dwelling units, pads, guest rooms or beds, respectively, that the related Mortgaged Property comprises, and, for each Mortgage Loan secured by a lien on a retail, industrial/warehouse, self-storage or office property, references to the Cut-Off Date Balance of such Mortgage Loan divided by the net rentable square foot area of the related Mortgaged Property.

	(v) References to “Year Built” are references to the year that a Mortgaged Property was originally constructed or substantially renovated. With respect to any Mortgaged Property which was constructed in phases, the “Year Built” refers to the year that the first phase was originally constructed.

	(vi) References to “weighted averages” are references to averages weighted on the basis of the Cut-Off Date Balances of the related Mortgage Loans.

	(vii) References to “Underwritten Replacement Reserves” represent estimated annual capital costs, as used by the Mortgage Loan Sellers in determining Net Cash Flow.

	(viii) References to “Administrative Cost Rate” for each Mortgage Loan represent the sum of (a) the Master Servicing Fee Rate for such Mortgage Loan, and (b) 0.0025%, which percentage represents the trustee fee rate with respect to each Mortgage Loan. The Administrative Cost Rate for each Mortgage Loan is set forth on Annex A-1 hereto.

	(ix) References to “Remaining Term to Maturity” represent, with respect to each Mortgage Loan, the number of months remaining from the Cut-Off Date to the stated maturity date of such Mortgage Loan (or the remaining number of months to the Anticipated Repayment Date with respect to each ARD Loan).

	(x) References to “Remaining Amortization Term” represent, with respect to each Mortgage Loan, the number of months remaining from the later of the Cut-Off Date and the end of any interest-only period, if any, to the month in which such Mortgage Loan would fully or substantially


	amortize in accordance with such loan’s amortization schedule without regard to any Balloon Payment, if any, due on such Mortgage Loan.

	(xi) References to “L ( )” or “Lockout” or “Lockout Period” represent, with respect to each Mortgage Loan, the period during which prepayments of principal are prohibited and no substitution of Defeasance Collateral is permitted. The number indicated in the parentheses indicates the number of monthly payments of such period (calculated for each Mortgage Loan from the date of its origination). References to “O ( )” represent the number of monthly payments for which (a) no Prepayment Premium or Yield Maintenance Charge is assessed and (b) defeasance is no longer required. References to “YM ( )” represent the period for which the Yield Maintenance Charge is assessed. “3% ( )”, “2% ( )” and “1% ( )” each represents the period for which a Prepayment Premium is assessed and the respective percentage used in the calculation thereof. The periods, if any, between consecutive Due Dates occurring prior to the maturity date or Anticipated Repayment Date, as applicable, of a Mortgage Loan during which the related borrower will have the right to prepay such Mortgage Loan without being required to pay a Prepayment Premium or a Yield Maintenance Charge (each such period, an “Open Period”) with respect to all of the Mortgage Loans have been calculated as those Open Periods occurring immediately prior to the maturity date or Anticipated Repayment Date, as applicable, of such Mortgage Loan as set forth in the related Mortgage Loan documents.

	(xii) References to “D ( )” or “Defeasance” represent, with respect to each Mortgage Loan, the period (in months) during which the related holder of the Mortgage has the right to require the related borrower, in lieu of a principal prepayment, to pledge to such holder Defeasance Collateral.

	(xiii) References to “Occupancy Percentage” are, with respect to any Mortgaged Property, references as of the most recently available rent rolls to (a) in the case of multifamily properties, mobile home park properties and assisted living facilities, the percentage of units or pads rented, (b) in the case of office and retail properties, the percentage of the net rentable square footage rented, and (c) in the case of self-storage facilities, either the percentage of the net rentable square footage rented or the percentage of units rented (depending on borrower reporting), and is exclusive of hospitality properties.

	(xiv) References to “Original Term to Maturity” are references to the term from origination to maturity for each Mortgage Loan (or the term from origination to the Anticipated Repayment Date with respect to each ARD Loan).

	(xv) References to “NA” indicate that with respect to a particular category of data, that such data is not applicable.

	(xvi) References to “NAV” indicate that, with respect to a particular category of data, such data is not available.

	(xvii) References to “Capital Imp. Reserve” are references to funded reserves escrowed for repairs, replacements and corrections of issues outlined in the engineering reports.

	(xviii) References to “Replacement Reserve” are references to funded reserves escrowed for ongoing items such as repairs and replacements, including, in the case of hospitality properties, reserves for furniture, fixtures and equipment. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon.

	(xix) References to “TI/ LC Reserve” are references to funded reserves escrowed for tenant improvement allowances and leasing commissions. In certain cases, however, the subject reserve will be subject to a maximum amount, and once such maximum amount is reached, such reserve will not thereafter be funded, except, in some such cases, to the extent it is drawn upon.

	(xx) The sum in any column of any of the following tables may not equal the indicated total due to rounding.


															Wtd.						Wtd.
								% of							Avg.			Avg.			Stated
				Number		Aggregate		Cut-Off			Average		Highest		Cut-Off			LTV			Remaining		Wtd.		Mini-		Maxi-		Wtd.			Wtd.
		Number		of		Cut-Off		Date			Cut-Off		Cut-Off		Date			Ratio at			Term to		Avg.		mum		mum		Avg.			Avg.
Property		of		Mortgaged		Date		Pool			Date		Date		LTV			Maturity			Maturity		DSC		DSC		DSC		Occupancy			Mortgage
Type		Loans		Properties		Balance		Balance			Balance		Balance		Ratio			(2)			(Mos.)(2)		Ratio		Ratio		Ratio		Rate(3)			Rate

Retail			36		36	$	615,624,277		63.2	%	$	17,100,674	$	129,836,600		63.6	%		54.5	%		84		1.87x		1.16x		3.93x		95.9	%		4.808	%
	Retail—Anchored		28		28		573,828,542		58.9		$	20,493,876	$	129,836,600		63.3	%		54.1	%		82		1.88x		1.16x		2.86x		95.8	%		4.727	%
	Retail—Unanchored		5		5		22,811,210		2.3		$	4,562,242	$	11,400,000		64.3	%		57.2	%		94		2.04x		1.26x		3.93x		99.6	%		5.857	%
	Retail—Shadow Anchored(4)		3		3		18,984,525		1.9		$	6,328,175	$	13,988,243		73.6	%		61.6	%		119		1.38x		1.32x		1.55x		95.7	%		5.996	%
Office			9		11		232,070,507		23.8		$	21,097,319	$	85,500,000		67.1	%		59.5	%		108		1.48x		1.21x		1.80x		91.9	%		5.692	%
Hospitality			1		1		58,000,000		6.0		$	58,000,000	$	58,000,000		50.0	%		37.7	%		120		2.42x		2.42x		2.42x		0.0	%		5.202	%
Mixed Use			4		4		41,696,775		4.3		$	10,424,194	$	28,100,000		55.2	%		50.7	%		76		2.79x		1.35x		3.42x		97.0	%		4.954	%
Multifamily			2		2		20,000,000		2.1		$	10,000,000	$	12,000,000		71.9	%		63.3	%		120		1.32x		1.24x		1.45x		96.8	%		5.788	%
Self Storage			1		1		4,746,735		0.5		$	4,746,735	$	4,746,735		70.3	%		60.9	%		119		1.27x		1.27x		1.27x		88.4	%		6.680	%
Land(5)			1		1		2,100,000		0.2		$	2,100,000	$	2,100,000		58.3	%		0.0	%		180		1.18x		1.18x		1.18x		100.0	%		5.850	%

			54		56	$	974,238,294		100.0	%	$	17,397,112	$	129,836,600		63.5	%		54.6	%		92		1.83x		1.16x		3.93x		94.9	%		5.080	%


(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties).

(2)	Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(3)	Occupancy Rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll date set forth on Annex A-1 to this Prospectus Supplement but excludes 1 Mortgage Loan secured by a hospitality property representing 6.0% of the Cut-Off Date Pool Balance.

(4)	A Mortgaged Property is considered “shadow anchored” if it is in close proximity to an anchored property.

(5)	Specifically, the fee interest in land which the ground tenant has improved and leased as an anchored retail shopping center. The retail shopping center is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower.


(1)	Because this table presents information relating to the mortgaged properties and not the mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts (allocating the mortgage loan principal balance to each of those properties by the appraised values of the mortgaged properties).

(2)	Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(3)	For purposes of determining whether a Mortgaged Property is in Northern California or Southern California, Mortgaged Properties north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and Mortgaged Properties in or south of such counties were included in Southern California.

The weighted average remaining amortization term for all Mortgage Loans is 341 months.


(1)	The remaining amortization term shown for any Mortgage Loan that is interest-only for part of its term does not include the number of months during which it is interest-only, but rather is the number of months remaining at the end of such interest-only period.

(2)	Calculated with respect to the Anticipated Repayment Date for ARD Loans.


(1)	Calculated with respect to the Anticipated Repayment Date for ARD Loans.

(2)	These Mortgage Loans require payments of interest only for a period of 24 to 36 months from origination prior to the commencement of payments of principal and interest.


(1)	Occupancy rates were calculated based upon rent rolls made available to the applicable Mortgage Loan Seller by the related borrowers as of the rent roll date set forth on Annex A-1 to this Prospectus Supplement but excludes 1 Mortgage Loan secured by a hospitality property, representing 6.0% of the Cut-Off Date Balance.

(2)	Calculated with respect to the Anticipated Repayment Date for ARD Loans.


(1)	Prepayment provisions in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the Mortgage Loans (and assuming that an ARD Loan will be repaid in full on its Anticipated Repayment Date), if any.
(2)	As of the Cut-Off Date.
(3)	Based upon the assumptions set forth in footnote (1) above, after November 2013, the outstanding loan balances represent less than 0.76% of the Cut-Off Date Pool Balance.

The following table and summaries describe the twenty largest Mortgage Loans or groups of cross-collateralized mortgage loans in the Mortgage Pool by Cut-Off Date Balance:


(1)	In the case of a concentration of cross-collateralized mortgage loans, the aggregate principal balance.

(2)	For purposes of determining the DSCR of 1 Mortgage Loan (loan number 13), representing 1.9% of the Cut-Off Date Pool Balance, the debt service payments were reduced by taking into account amounts available in cash reserves. See “DESCRIPTION OF THE MORTGAGE POOL — Additional Mortgage Loan Information” in this Prospectus Supplement.

The Loan. The Tucson Mall Loan (the “Tucson Mall Loan”) is secured primarily by a first priority mortgage on the Tucson Mall Borrower’s leasehold interest in the real property known as the Tucson Mall located in Tucson, Arizona (the “Tucson Mall Mortgaged Property”). Originated on September 12, 2003, the Tucson Mall Loan has an outstanding balance as of the Cut-off Date of $129,836,600. The Tucson Mall Loan was made to GGP-Tucson Mall, L.L.C. (the “Tucson Mall Borrower”), which is a bankruptcy remote, special purpose entity that is restricted by its organizational documents to owning and operating the Tucson Mall Mortgaged Property. Legal counsel to the Tucson Mall Borrower delivered a non-consolidation opinion in connection with the origination of the Tucson Mall Loan. Equity ownership in the Tucson Mall Borrower is held solely by GGP Limited Partnership (100%). The sponsor is General Growth Properties, Inc., which is the general partner of GGP Limited Partnership.

The following table summarizes certain characteristics of the Tucson Mall Mortgage Loan:


*	S&P and Moody’s have confirmed that the Tucson Mall Loan has, in the context of its inclusion in the trust, credit characteristics consistent with that of an obligation rated “BBB-/Baa2”, respectively.

The Tucson Mall Loan has a remaining term of 59 months to its anticipated repayment date of October 11, 2008 (the “Tucson Mall Anticipated Repayment Date”) and a remaining term of 359 months until the final maturity date of October 11, 2033 (the “Tucson Mall Final Maturity Date”). The promissory note evidencing the Tucson Mall Loan bears interest at 4.26% per annum (the “Tucson Mall Regular Interest Rate”) until the Anticipated Repayment Date and thereafter bears interest at a per annum interest rate equal to the greater of (i) 9.26% or (ii) the Tucson Mall Treasury Rate plus 5%. The “Tucson Mall Treasury Rate” means, as of the Tucson Mall Anticipated Repayment Date, the yield, calculated by linear interpolation (rounded to the nearest one-thousandths of one percent (i.e., 0.001%)) of the yields of non-callable US Treasury obligations with terms (one longer and one shorter) most nearly approximating the period from such date of determination to the Tucson Mall Final Maturity Date, as determined by the mortgagee on the basis of Federal Reserve Statistical Release H.15-Selected Interest Rates under the heading U.S. Governmental Security/Treasury Constant Maturities, or other recognized source of financial market information selected by the mortgagee.

On each payment date occurring up to but not including the Tucson Mall Anticipated Repayment Date, the Tucson Mall Borrower is required to make a debt service payment to the mortgagee in an amount equal to $640,283.14 (the “Tucson Mall Debt Service Payment Amount”), which payments shall be applied first to accrued and unpaid interest for the prior interest period and the balance to the outstanding principal balance of the Tucson Mall Loan. On the Tucson Mall Anticipated Repayment Date and on each payment date thereafter up to and including the Tucson Mall Final Maturity Date, the Tucson Mall Borrower is required to make a payment to the mortgagee in (a) an amount equal to the Tucson Mall Debt Service Payment Amount and such payment shall be applied to interest for the prior interest period at the Tucson Mall Regular Interest Rate and the balance applied to the outstanding principal amount of the Tucson Mall Loan and (b) an amount equal to the Tucson Mall Net Cash Flow After Debt Service for the preceding month, such payment to be applied to the outstanding principal amount of the Loan. Interest accrued on the outstanding principal amount of the Loan at the applicable interest rate and not paid pursuant to the preceding sentence (the “Tucson Mall Accrued Interest”), shall itself be added to the outstanding principal balance and shall earn interest at the applicable interest rate, to the extent permitted by law. “Tucson Mall Net Cash Flow After Debt Service” for any period shall mean the amount obtained by subtracting the monthly debt service payment amount for such period from Tucson Mall Net Cash Flow for such period. “Tucson Mall Net Cash Flow” for any period shall mean the amount obtained by subtracting operating expenses and capital expenditures for such period from gross income from operations for such period

Release of Development Out-Parcels. The mortgagee has agreed to release from the lien of the mortgage and the other Tucson Mall Loan documents one or more vacant, non-income producing and

unimproved parcels or outlots (each a “Tucson Mall Release Parcel”) in connection with the expansion or other development of the Tucson Mall Mortgaged Property upon satisfaction of certain conditions set forth in the Tucson Mall Loan documents, including, without limitation: (a) the Tucson Mall Borrower delivers to the mortgagee evidence that the Tucson Mall Release Parcel is not necessary for the Tucson Mall Borrower’s operation or use of the Tucson Mall Mortgaged Property for its then current use and may be readily separated from the applicable Tucson Mall Mortgaged Property without a material diminution in the value of the Tucson Mall Mortgaged Property; (b) the Tucson Mall Borrower shall simultaneously with the release of the Tucson Mall Release Parcel transfer the Tucson Mall Borrower’s interest in the Tucson Mall Release Parcel to a Person(s) other than the Tucson Mall Borrower or any Person(s) owned or controlled by the Tucson Mall Borrower or, if such Person is owned or controlled by the Tucson Mall Borrower, the Tucson Mall Borrower delivers to the mortgagee a nonconsolidation opinion in substantially the same form and substance as the nonconsolidation opinion delivered on the closing date of the Tucson Mall Loan; (c) the Rating Agencies shall have confirmed that the release will not result in a downgrade, withdrawal or qualification of the then current rating assigned to any Class of Certificates; and (d) the Tucson Mall Borrower shall deliver certain certificates and opinions of counsel.

Prepayment. The terms of the Tucson Mall loan documents prohibit voluntary prepayment prior to and including July 10, 2008 (the “Tucson Mall Lockout Period”). Involuntary prepayments may result, however, from an acceleration of the maturity date of the Tucson Mall Loan following an event of default under the Tucson Mall Loan or from a casualty or condemnation. Upon an involuntary prepayment occurring prior to the Tucson Mall Lockout Release Date due to an event of default under the Tucson Mall Loan, the Tucson Mall Borrower will be obligated to pay the greater of (i) 1% of the principal amount of the Tucson Mall Loan being prepaid or (ii) the Tucson Mall Yield Maintenance Charge. Notwithstanding the foregoing, provided no event of default exists under the Tucson Mall Loan, the Tucson Mall Borrower is not required to pay the Tucson Mall Yield Maintenance Charge in connection with a prepayment occurring solely as a result of the application of insurance proceeds or condemnation awards pursuant to the terms of the Tucson Mall Loan documents.

The “Tucson Mall Yield Maintenance Charge” is the amount, if any, which, when added to the remaining principal amount of the note, would be sufficient to purchase the defeasance collateral as described in the second preceding paragraph.

Defeasance. The Tucson Mall Mortgaged Property is subject to defeasance after November 11, 2006 (“Tucson Mall Release Date”) but prior to July 11, 2008 (the “Tucson Mall Lockout Release Date”) with non-callable obligations of the United States of America that provide for payments prior, but as close as possible, to all successive monthly payment dates occurring after the Tucson Mall Release Date and, assuming the Tucson Mall Loan is paid in full, on the Tucson Mall Lockout Release Date, with each such payment being equal to or greater than the amount of the corresponding installment of principal, interest and, if applicable, the fee of the servicer required to be paid under the Tucson Mall Loan documents.

The Tucson Mall Mortgaged Property. The Tucson Mall Mortgaged Property consists of the Tucson Mall Borrower’s leasehold interest in a parcel of land totaling approximately 87.5 acres located in Tucson, Arizona. The property contains 1,304,759 square feet of net rentable area, of which 6 separate anchors own and occupy 858,264 improved square feet. The Tucson Mall Borrower’s owned collateral is 446,495 square feet, including the 6 subground lease outparcel spaces totaling 36,590 square feet and an in-line area of 409,905 square feet. Credit rated anchors include Dillard’s, rated “Ba3” (Moody’s), “BB” (S&P) and “BB-” (Fitch), Sears, rated “Baa1” (Moody’s), “BBB” (S&P) and “BBB+” (Fitch), Robinson’s-May, rated “Baa1” (Moody’s), “BBB+” (S&P) and “BBB+” (Fitch), Macy’s, rated “Baa1” (Moody’s), “BBB+” (S&P) and “BBB+” (Fitch), JCPenney, rated “Ba3” (Moody’s), “BB+” (S&P), and “BB” (Fitch), and Mervyn’s, rated “A2” (Moody’s), “A+” (S&P), and “A” (Fitch).

Ground Lease. The Tucson Mall Mortgaged Property consists of a leasehold interest created pursuant to a ground lease dated as of January 1, 1978 (as amended, the “Tucson Mall Ground Lease”), between the fee owner of the Tucson Mall Mortgaged Property, as the ground lessor (the “Tucson Mall Ground Lessor”), and a predecessor in interest of the Tucson Mall Borrower. The original term of the

Insurance. The Tucson Mall Borrower, at its sole cost and expense, is required to keep the Tucson Mall Mortgaged Property insured against loss or damage by fire and other risks under a comprehensive all risk insurance policy (the “Tucson Mall Casualty Insurance Policy”), in each case: (1) in an amount equal to at least 100% of the then “full replacement cost” of the Tucson Mall Mortgaged Property, with a waiver of depreciation, but the amount shall in no event be less than the outstanding principal balance of the Tucson Mall Loan; (2) containing an agreed amount endorsement waiving all co-insurance provisions; and (3) providing that such policy will contain an “Ordinance or Law Coverage” or “Enforcement” endorsement if any of the improvements or the use of the Tucson Mall Mortgaged Property will at any time constitute legal nonconforming structures or uses.

All policies of insurance (the “Tucson Mall Insurance Policies”) are required to be issued by one or more financially sound and responsible insurance companies with each having a claims paying ability rating of “A-” or better by S&P. The Tucson Mall Insurance Policies shall include a standard non-contribution clause naming the Trustee on behalf of the Trust Fund as the person or entity to which all payments made by that insurance company will be paid. Notwithstanding the foregoing, the Tucson Mall Borrower shall be permitted to maintain earthquake insurance with either (A) insurance companies having a claims paying ability rating of “A-” or better by S&P or (B) a syndicate of insurers through which (i) at least 50% of coverage shall be with insurance companies having a claims paying ability rating by A.M. Best of “A-X” or better, (ii) at least 90% (inclusive of (i)) of coverage shall be with insurance companies having a claims paying ability rating by A.M. Best of “A-VIII” or better, (iii) the balance of coverage (not to exceed ten percent (10%)) is with one or more insurance companies having a claims paying ability rating by A.M. Best of “A-VII” or better and (iv) not more than 5% of the coverage shall be provided by companies with a claims paying ability rating by A.M. Best of less than “A-X”. If the insurance companies fail to maintain the foregoing required ratings, the Tucson Mall Borrower is permitted to satisfy such requirements by providing a “cut-through” endorsement approved by the mortgagee, or by such other credit enhancement or guaranty satisfactory to the mortgagee and the Rating Agencies. Notwithstanding anything in this paragraph to the contrary, the Tucson Mall Borrower is permitted to maintain the insurance required above with the insurance companies providing such coverage on the closing date of the Tucson Mall Loan provided that such companies maintain the same claims paying ability rating from S&P in effect on such closing date.

Casualty. Subject to the Tucson Mall Ground Lease, the Tucson Mall Loan documents provide that if the Tucson Mall Mortgaged Property is damaged or destroyed, in whole or in part, by fire or other casualty, the Tucson Mall Borrower must promptly proceed with the repair or rebuilding of the improvements as nearly as possible substantially to the condition the Tucson Mall Mortgaged Property was in immediately prior to such fire or other casualty (“Tucson Mall Restoration”). All plans and specifications required in connection with a Tucson Mall Restoration that is reasonably expected to cost in excess of $6,500,000 will be subject to prior review and acceptance by the mortgagee and, if reasonably required by the mortgagee, to the prior review and acceptance by an independent consulting engineer selected by the mortgagee. Subject to the Tucson Mall Ground Lease, under certain circumstances, however, such as a default under the Tucson Mall Loan, insurance proceeds are eligible to be applied by the mortgagee to the repayment of the Tucson Mall Loan.

The Tucson Mall Ground Lease, which takes precedence over the provisions of the Tucson Mall Loan documents, requires that insurance proceeds be used to restore or rebuild the Tucson Mall Mortgaged

Property after a casualty. However, the Tucson Mall Ground Lease provides that the Tucson Mall Borrower shall not be required to restore or rebuild any department store or free standing building if, as a result of such casualty, the occupant of such building discontinues the operation of its business, cancels its sublease or otherwise terminates its relationship with the Tucson Mall Borrower with respect to the Tucson Mall Mortgaged Property. The Tucson Mall Ground Lease also permits the Tucson Mall Borrower to terminate the Tucson Mall Ground Lease upon the occurrence of a casualty more than 33 years after at least 250,000 square feet of gross leasable mall area has been constructed at the Tucson Mall Mortgaged Property that is so extensive as to make it impractical or uneconomical to repair or restore such damage. Upon such termination, however, the Tucson Mall Mortgaged Borrower is required to pay all net insurance proceeds to the Tucson Mall Ground Lessor.

Condemnation. Subject to the rights of the Tucson Mall Ground Lessor to pursue and retain any condemnation award made to the Tucson Mall Ground Lessor with respect to its interest in the Tucson Mall Mortgaged Property, the Tucson Mall Loan documents provide that, in the event of a taking by any governmental authority through eminent domain or otherwise, the proceeds of any condemnation award have been assigned to the mortgagee and such condemnation proceeds are required to be applied in accordance with the terms of the Tucson Mall Loan documents. Upon satisfaction by the Tucson Mall Borrower of certain conditions similar to those described in the immediately preceding paragraph for restoration, but subject to the rights of the ground lessor to such proceeds under the Tucson Mall Ground Lease, the proceeds of the condemnation award must be made available for repair and restoration of the Tucson Mall Mortgaged Property. To the extent not required to be disbursed by the mortgagee for the restoration of the Tucson Mall Mortgaged Property or to the ground lessor under the Tucson Mall Ground Lease, any award or payment may be applied to the repayment of the Tucson Mall Loan whether or not then due and payable.

Transfer of the Tucson Mall Mortgaged Property and Interest in the Tucson Mall Borrower. The Tucson Mall Loan documents provide that the Tucson Mall Borrower will not permit any sale, assignment, conveyance, transfer or other disposition of, or any mortgage, lien or other encumbrance on, all or any part of the Tucson Mall Mortgaged Property. The Tucson Mall Borrower, however, shall be permitted to sell or convey (but not to mortgage or otherwise encumber) the Tucson Mall Mortgaged Property provided the Tucson Mall Borrower satisfies certain conditions (some of which are noted below) relating to assumption of the Tucson Mall Loan by a transferee (a “Tucson Mall Assumption”): (i) the transferee (the “Tucson Mall Transferee”) to whom the Tucson Mall Mortgaged Property is sold or conveyed is a special purpose, bankruptcy remote entity that satisfies the requirement of the Tucson Mall Loan documents, and the organizational documents of the Tucson Mall Transferee are reasonably satisfactory to the Rating Agencies (provided, however, that such Tucson Mall Transferee shall not be required to satisfy any greater obligations in meeting the requirements of a special purpose, bankruptcy remote entity than the requirements set forth in the Tucson Mall Loan documents); (ii) not less than 50% of the direct equity interests in the Tucson Mall Transferee are owned directly or indirectly by a Tucson Mall Permitted Owner and the transferee is controlled by a Tucson Mall Permitted Owner; (iii) immediately prior to such sale or conveyance, no default or event of default shall exists; (iv) in the event that in connection with such sale or conveyance, the Tucson Mall Borrower will not thereafter continue to manage the Tucson Mall Mortgaged Property, then the property manager who will manage the Tucson Mall Mortgaged Property following such sale or conveyance must be a Tucson Mall Qualifying Manager; (v) the mortgagee has received a nonconsolidation opinion with respect to the sale or conveyance; and (vi) the Tucson Mall Transferee shall execute an assumption of all of the obligations of the Tucson Mall Borrower under the Tucson Mall Loan documents.

“Tucson Mall Permitted Owner” shall mean a Person who satisfies (i), (ii) or (iii) below: (i) a Tucson Mall Qualified Transferee or an affiliate of a Tucson Mall Qualified Transferee; (ii) a Tucson Mall Sponsor or an affiliate of a Tucson Mall Sponsor; or (iii) any other Person regarding which the mortgagee shall have received written confirmation by the Rating Agencies that the transfer to such Person will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities.

“Tucson Mall Qualifying Manager” shall mean (i) the Tucson Mall Borrower or General Growth Management, Inc., (ii) any of General Growth Properties, Inc., GGP Limited Partnership, GGPLP L.L.C., GGP/Homart II L.L.C., GGP/Homart, Inc., GGP Ivanhoe III, Inc., GGP-TRS L.L.C., Price Development Company, Limited Partnership, or any of their respective affiliates, or (iii) a reputable and experienced management organization possessing experience in managing properties similar in size, scope and value to the Tucson Mall Mortgaged Property, provided that the Tucson Mall Borrower shall have obtained prior written confirmation from the Rating Agencies that management by such entity will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities.

“Tucson Mall Qualified Transferee” shall mean any one of the following: (i) a pension fund, pension trust or pension account that (a) has total real estate assets of at least $1 billion and (b) is managed by a Person who controls at least $1 billion of real estate equity assets; or (ii) a pension fund advisor who (a) immediately prior to such transfer, controls at least $1 billion of real estate equity assets and (b) is acting on behalf of one or more pension funds that, in the aggregate, satisfy the requirements of clause (i) of this definition; or (iii) an insurance company which is subject to supervision by the insurance commissioner, or a similar official or agency, of a state or territory of the United States (including the District of Columbia) (a) with a net worth, as of a date no more than six (6) months prior to the date of the transfer of at least $500 million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 billion; or (iv) a corporation organized under the banking laws of the United States or any state or territory of the United States (including the District of Columbia) (a) with a combined capital and surplus of at least $500 million and (b) who, immediately prior to such transfer, controls real estate equity assets of at least $1 billion; or (v) any Person (a) with a long-term unsecured debt rating from the Rating Agencies of at least investment grade or (b) who (i) owns or operates at least twelve (12) regional shopping centers totaling at least six (6) million square feet of gross leasable area, (ii) has a net worth, as of a date no more than six (6) months prior to the date of such transfer, of at least $500 million and (iii) immediately prior to such transfer, controls real estate equity assets of at least $1 billion.

“Tucson Mall Sponsor” shall mean General Growth Properties, Inc., GGP Limited Partnership, GGPLP L.L.C., GGP-TRS L.L.C., New York State Common Retirement Fund (“NYSCRF”), GGP/Homart II L.L.C., GGP/Homart, Inc., GGP Ivanhoe III, Inc., and/or Price Development Company, Limited Partnership.

The Tucson Mall Loan documents provide that the Tucson Mall Borrower will not permit any sale, assignment, conveyance, transfer or other disposition of, or grant or create any pledge, hypothecation, creation of a security interest in or other encumbrance on, any of the direct or indirect interests in the Tucson Mall Borrower (any such event, a “Tucson Mall Transfer”). A transfer or sale (but not a pledge, hypothecation, security interest or other encumbrance) of any direct or indirect interest in the Tucson Mall Borrower is permitted provided the following conditions are satisfied: (i) after giving effect to such transfer or sale no less than 50% of the equity interests in the Tucson Mall Borrower is owned, directly or indirectly, by a Tucson Mall Permitted Owner and a Tucson Mall Permitted Owner controls the Tucson Mall Borrower; (ii) prior to any such transfer or sale of direct interests in the Tucson Mall Borrower, as a result of either of which (and after giving effect to such transfer or sale), more than 49% of the direct or indirect interests in the Tucson Mall Borrower shall have been transferred to a person or entity not owning at least 49% of the direct or indirect interests in the Tucson Mall Borrower on the date of closing of the Tucson Mall Loan, the Tucson Mall Borrower shall deliver to the mortgagee a nonconsolidation opinion with respect to the proposed transfer or sale; (iii) in the event that in connection with such transfer or sale, the current property manager will not thereafter continue to manage the Tucson Mall Mortgaged Property, then the Person who will manage the Tucson Mall Mortgaged Property following the transfer or sale must be a Tucson Mall Qualifying Manager; and (iv) immediately prior to such transfer or sale no event of default has occurred and is continuing under the Tucson Mall Loan documents.


	(i) any shareholder in General Growth Properties, Inc. to transfer its shares in General Growth Properties, Inc. or to cause or permit its interest in General Growth Properties, Inc. to be redeemed; or

	(ii) any limited partner of GGP Limited Partnership to transfer its limited partnership interest in GGP Limited Partnership or to cause or permit its limited partnership interest in GGP Limited Partnership to be redeemed; or

	(iii) any shareholder in GGP/Homart, Inc. to transfer its shares in GGP/Homart, Inc. or to cause its interest in GGP/Homart, Inc. to be redeemed, provided that, subsequent to any such transfer or redemption described in this clause (iii), GGP/Homart, Inc. is controlled, directly or indirectly, by General Growth Properties, Inc., GGP Limited Partnership and/or NYSCRF; or

	(iv) the holder of any equity interest (each an “Equity Holder”) in NYSCRF or in any other shareholder of GGP/Homart, Inc. (other than General Growth Properties, Inc. and GGP Limited Partnership) to transfer such Equity Holder’s interest in NYSCRF or such other shareholder or to cause or permit such Equity Holder’s interest in NYSCRF or such other shareholder to be redeemed; or

	(v) any member in GGP/Homart II L.L.C. to transfer its membership interest in GGP/Homart II L.L.C. or to cause its membership interest in GGP/Homart II L.L.C. to be redeemed, provided that, subsequent to any such transfer or redemption described in this clause (v), GGP/Homart II L.L.C. is controlled, directly or indirectly, by General Growth Properties, Inc., GGP Limited Partnership and/or NYSCRF; or

	(vi) any Equity Holder in any member of GGP/Homart II L.L.C. (other than General Growth Properties, Inc. and GGP Limited Partnership) to transfer such Equity Holder’s membership interest in GGP/Homart II L.L.C. or to cause or permit such Equity Holder’s interest in such member of GGP/Homart II L.L.C. to be redeemed; or

	(vii) any member of GGPLP L.L.C. to transfer its interest in GGPLP L.L.C. or to cause its interest in GGPLP L.L.C. to be redeemed, provided that, subsequent to any such transfer or redemption described in this clause (vii), GGPLP L.L.C. is controlled, directly or indirectly, by General Growth Properties, Inc., and/or GGP Limited Partnership; or

	(viii) any member of GGP-TRS L.L.C. to transfer its interest in GGP-TRS L.L.C. or to cause its interest in GGP-TRS L.L.C. to be redeemed, provided that, subsequent to any such transfer or redemption described in this clause (viii), GGP-TRS L.L.C. is controlled, directly or indirectly, by General Growth, Teachers Retirement System of Illinois (“TRS”) and/or GGP Limited Partnership; or

	(ix) any Equity Holder in TRS to transfer such Equity Holder’s interest in TRS or to cause or permit such Equity Holder’s interest in TRS or such other shareholder to be redeemed; or

	(x) any partner in Price Development Company, Limited Partnership to transfer its interest in Price Development Company, Limited Partnership or to cause or permit such interest to be redeemed, provided that, subsequent to any such transfer or redemption described in this clause (x), Price is controlled directly by General Growth Properties, Inc. or GGP Limited Partnership.

In addition, each of General Growth Properties, Inc., GGP Limited Partnership, GGPLP L.L.C., GGP-TRS L.L.C., NYSCRF, GGP/Homart II L.L.C., GGP Ivanhoe III, Inc. and/or GGP/Homart, Inc. may pledge its respective indirect interest in the Tucson Mall Borrower, if any, to each other provided that the following conditions are satisfied:


	(i) prior to any to the exercise of any remedies available under such pledge, if as a result of which more than 49% of the direct or indirect interests in the Tucson Mall Borrower shall have been transferred to a person or entity not owning at least 49% of the direct or indirect interests in the


	Tucson Mall Borrower on the date of closing of the Tucson Mall Loan, the Tucson Mall Borrower shall deliver, or cause to be delivered, to the mortgagee a nonconsolidation opinion with respect to the proposed exercise of any remedies available under such pledge;

	(ii) in no event shall the holder of such pledge, sell, assign, further pledge or otherwise transfer such pledge or any of the documents which evidence or secure such pledge to a Person other than a Sponsor; and

	(iii) the exercise of any remedies available under such pledge shall not result in a change of the Manager unless the replacement manager is a Tucson Mall Qualifying Manager.


	(1) Tucson Mall Tax and Insurance Reserve Account: During a Tucson Mall Lockbox Period, the Tucson Mall Borrower is required to deposit on each payment date (A) an amount equal to one-twelfth of the taxes the mortgagee reasonably estimates will be payable during the next 12 months in order to accumulate with the mortgagee sufficient funds to pay all such taxes at least 30 days prior to their respective due dates, and (B) one-twelfth of the insurance premiums that the mortgagee estimates will be payable for the renewal of the coverage afforded by the insurance policies required under the Tucson Mall Loan documents upon the expiration thereof in order to accumulate with the mortgagee sufficient funds to pay all such insurance premiums at least 30 days prior to the expiration of such policies. Notwithstanding the foregoing, the mortgagee agrees that upon delivery to the mortgagee by the Tucson Mall Borrower of evidence satisfactory to the mortgagee that the such policies of insurance are maintained pursuant to blanket insurance policies and the insurance premiums payable in connection therewith have been paid, the mortgagee will waive the requirement that the Tucson Mall Borrower deposit insurance premiums into the Tucson Mall Tax and Insurance Reserve Account.

	(2) Tucson Mall Replacement/Rollover Reserve Account. During a Tucson Mall Lockbox Period, the Tucson Mall Borrower shall deposit with the mortgagee on each payment date an amount equal to one-twelfth of the product of $1.00 per square foot and the “mall shop” gross leasable square footage of the Tucson Mall Mortgaged Property to pay the cost of replacements, rollover expenditures and/or capital expenditures. Notwithstanding the foregoing, the Tucson Mall Borrower’s obligation to make deposits into the Tucson Mall Replacement/Rollover Reserve Account shall be suspended during any period in which the amounts on deposit in the Tucson Mall Replacement/Rollover Reserve Account equal or exceed $250,000.

	(3) Tucson Mall Ground Lease Reserve Account. During a Tucson Mall Lockbox Period, the Tucson Mall Borrower shall pay to the mortgagee on each monthly payment date an amount equal to one-twelfth of the annual amount that is due and payable by the Tucson Mall Borrower to the ground lessor under the Tucson Mall Ground Lease for all rent and other charges in order to accumulate with the mortgagee sufficient funds to pay all such sums not less than 10 Business Days prior to the date when due.

Lockbox Account. The Tucson Mall Loan documents contain a springing cash management system triggered by (i) an event of default, (ii) the Anticipated Repayment Date without repayment in full of the Tucson Mall Loan or (iii) as of any date, any period of time during which the debt service coverage ratio for the 12 consecutive month period ending on the last day of the month immediately preceding such date shall be less than 1.25x (a “Tucson Mall DSCR Event”) (each of (i), (ii) and (iii), a “Tucson Mall Lockbox Event”); provided, however such Tucson Mall Lockbox Event shall cease and terminate (i) in the case of a Tucson Mall Lockbox Event due to a Tucson Mall DSCR Event as of any date as to which the Tucson Mall Borrower establishes to the reasonable satisfaction of the mortgagee that the debt service coverage ratio, as of such date, is equal to or in excess of 1.25x for the 12 consecutive month period then ending and (ii) in the case of a Tucson Mall Lockbox Event due to the occurrence of an event of default if such event of default is thereafter cured or waived. The period during which the Tucson Mall Lockbox Event exists is referred to as the “Tucson Mall Lockbox Period”.


	(b) The Tucson Mall Borrower shall cause all rents to be deposited into an account (the “Tucson Mall Lockbox Account”) maintained with U.S. Bank National Association (the “Tucson Mall Lockbox Bank”) in the name of the Tucson Mall Borrower for the benefit of the mortgagee. The Tucson Mall Borrower shall cause all rents to be deposited directly into the Tucson Mall Lockbox Account. Prior to the occurrence of a Tucson Mall Lockbox Event and after the cure or cessation of the Tucson Mall Lockbox Event, the Tucson Mall Borrower shall have the right (the “Tucson Mall Borrower’s Direction Right”) to give instructions, notices and directions to the Tucson Mall Lockbox Bank with respect to the transfer of funds in the Tucson Mall Lockbox Account and on each Business Day to receive funds from the Tucson Mall Lockbox Account free and clear of the mortgagee’s interest therein; provided, however, during a Tucson Mall Lockbox Period, the Borrower’s Direction Right shall be suspended. During a Tucson Mall Lockbox Period, the mortgagee shall have the sole dominion and control over the Tucson Mall Lockbox Account and, except as set forth in the Tucson Mall Loan documents, the Tucson Mall Borrower shall have no rights to make withdrawals therefrom.

	(c) On every Business Day during a Tucson Mall Lockbox Period, the Tucson Mall Lockbox Bank shall be required to transfer to an account with such agent (the “Tucson Mall Cash Collateral Account”) all funds available in the Tucson Mall Lockbox Account; the funds transferred to the Cash Collateral Account shall be applied by the Tucson Mall Lockbox Bank as set forth in the Tucson Mall Loan documents. The Tucson Mall Cash Collateral Account shall be maintained in the name of the mortgagee, as the mortgagee of the Tucson Mall Borrower.

	(d) On each Business Day during a Tucson Mall Lockbox Period occurring prior to the Tucson Mall Anticipated Repayment Date, the Tucson Mall Lockbox Bank shall apply all funds on deposit in the Tucson Mall Cash Collateral Account in the following order of priority and in amounts required under the Tucson Mall Loan documents: (1) first, to the Tucson Mall Ground Lease Reserve Account; (2) second, to the Tucson Mall Tax and Insurance Reserve Account; (3) third, to a subaccount in an amount sufficient to pay the next monthly Debt Service payment amount; (4) fourth, to the Tucson Mall Replacement/Rollover Reserve Account; (5) fifth, to the Tucson Mall Borrower for operating expenses and capital expenditures; (6) sixth, to the mortgagee for any other amounts then due and payable under the Tucson Mall Loan Documents; and (7) lastly, any excess amounts remaining in the Tucson Mall Cash Collateral Account (collectively, the “Tucson Mall Excess Funds”) shall be handled or disbursed as follows: (i) if an event of default exists under the Tucson Mall Loan documents, the Tucson Mall Excess Funds shall be maintained in the Tucson Mall Cash Collateral Account until the event of default shall be cured or waived and upon the cure or waiver of all events of default, such Tucson Mall Excess Funds shall be released to the Tucson Mall Borrower; and (ii) if no event of default exists or upon the cure or cessation of an event of default, all Tucson Mall Excess Funds shall be disbursed to the Tucson Mall Borrower.

	(e) On each payment date from and after the Tucson Mall Anticipated Repayment Date, the mortgagee shall withdraw funds on deposit in the Tucson Mall Cash Collateral Account and disburse such funds in the following order of priority and in amounts required under the Tucson Mall Loan documents: (1) first, to the Tucson Mall Ground Lease Reserve Account, (2) second, to the Tucson Mall Tax and Insurance Reserve Account, (3) third, to a subaccount in an amount sufficient to pay the next monthly Tucson Mall Debt Service Payment Amount; (4) fourth, to the Tucson Mall Replacement/Rollover Reserve Account, (5) fifth, to the Tucson Mall Borrower for operating expenses and capital expenditures; (6) sixth, to the Tucson Mall Borrower in an amount sufficient to pay extraordinary expenses incurred after the Tucson Mall Anticipated Repayment Date and approved by the mortgagee, if any; (7) seventh, to the mortgagee to be applied against the outstanding principal amount due under the Note until such principal amount is paid in full; (8) eighth, to the mortgagee to be applied against Tucson Mall Accrued Interest until such Tucson Mall Accrued Interest is paid in full; (9) ninth, to the mortgagee for any other amounts then due and payable under the Tucson Mall Loan documents; and (10) lastly, to the Tucson Mall Borrower.

Tucson Mall Mortgaged Property Management. The Tucson Mall Mortgaged Property is currently self-managed by the Tucson Mall Borrower.

Additional Debt. The Tucson Mall Loan documents prohibit the Tucson Mall Borrower from incurring any additional debt, secured or unsecured, except for (1) trade and operational debt (collectively, “Trade Debt”) incurred in the ordinary course of business with trade creditors in amounts as are normal and reasonable under the circumstances, provided such debt does not exceed the $6,500,000, is not evidenced by a note and is not in excess of 60 days past due (unless the same is subject to good faith dispute by the Tucson Mall Borrower, in appropriate proceedings therefor, and for which adequate reserves have been established in accordance with GAAP), and (2) capital expenditures having a cost in the aggregate (taking into account all capital expenditures which are ongoing or which have not been paid for in full) not in excess of $6,500,000 provided however, Borrower may be permitted to incur capital expenditures having a cost in the aggregate of $6,500,000 provided that in no event shall the sum of unpaid capital expenditures outstanding at any one time when aggregated with outstanding Trade Debt exceed $9,750,000.

The Loan. The Mortgage Loan (the “Meridian Mall Loan”) is secured by a first mortgage encumbering the borrower’s fee and leasehold interest in a regional mall located in Okemos, Michigan. The Meridian Mall Loan represents approximately 9.1% of the Cut-Off Date Pool Balance. The Meridian Mall Loan was originated on September 11, 2003 and has a principal balance as of the Cut-Off Date of $88,180,265. The companion loan also secured by the Mortgage Property securing the Meridian Mall Loan is evidenced by a separate note dated September 11, 2003 (the “Meridian Mall Companion Loan”) and has a principal balance of $7,472,904 as of the Cut-Off Date. The Meridian Mall Companion Loan will not be an asset of the trust. The Meridian Mall Loan and the Meridian Mall Companion Loan will be governed by an intercreditor and servicing agreement and will be serviced pursuant to the terms of the pooling and servicing agreement as described in this preliminary prospectus supplement under “DESCRIPTION OF THE MORTGAGE POOL — Co-Lender Loans”.

The Meridian Mall Loan has a remaining term of 58 months and matures on September 11, 2008. The Meridian Mall Loan may be prepaid on or after June 11, 2008, and permits defeasance with United States government obligations beginning two years after the Closing Date. The Meridian Mall Loan pays on the 11th day of each month with a 2 day grace period. However, an event of default will not be deemed to have occurred unless payment is not made until the 21st day of each month.

The Borrower. The borrower is Meridian Mall Limited Partnership, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Meridian Mall Loan. The sponsor of the borrower is CBL & Associates Properties, Inc. (“CBL”). CBL is a self-administered and self-managed publicly traded real estate investment trust. CBL owns, manages, acquires and develops regional shopping malls and community shopping centers in the United States. The company primarily owns and manages regional malls that are dominant retail facilities in middle market areas. CBL and its affiliates currently have interests in approximately 161 properties in 25 states, totaling approximately 60 million square feet. CBL & Associates Limited Partnership (“CBLALP”), a direct owner of the general partner of the borrower, is permitted to transfer or pledge its interest without any consent, approval or other restrictions.

The Property. The Mortgaged Property is approximately 814,677 square feet of a 966,677 square foot regional mall situated on approximately 82.4 acres. The Mortgaged Property was constructed in 1969 and renovated in 2002. The Mortgaged Property is located in Okemos, Michigan within the Lansing-East Lansing, Michigan metropolitan statistical area. As of August 31, 2003, the occupancy rate for the Mortgaged Property securing the Meridian Mall Loan was approximately 96.5%.

Meridian Mall is anchored by Marshall Field’s (“Marshall Field’s”) occupying approximately 152,000 square feet, which is not part of the collateral. Marshall Field’s is a department store operator owned by Target Corporation (“Target”). As of October 30, 2003 Target was rated “A2” (Moody’s),

“A+” (S&P), and “A” (Fitch). The largest tenant of the owned collateral is J.C. Penney Company, Inc. (“JCPenney”), occupying approximately 104,280 square feet, or approximately 12.8% of the net rentable area. JCPenney is a major retailer in the United States. The company also has interests in drug, catalog and e-commerce merchandising. As of October 29, 2003, JCPenney was rated “Ba3” (Moody’s), “BB+” (S&P) and “BB” (Fitch). The JCPenney lease expires in November 2004. The second largest tenant is Younkers (“Younkers”), a chain store of Saks, Inc. (“Saks”), occupying approximately 83,916 square feet, or approximately 10.3% of the net rentable area. Saks is a large U.S. department store operator, with approximately 350 stores across the United States. As of October 30, 2003, Saks was rated “B1” (Moody’s), “BB” (S&P) and “BB-” (Fitch). The Younkers lease expires in January 2021. The third largest tenant is Galyan’s Trading Company, Inc. (“Galyan’s”), occupying approximately 80,515 square feet, or approximately 9.9% of the net rentable area. Galyan’s is a specialty retailer offering outdoor and athletic equipment, apparel and accessories through 35 sporting good stores in 17 states. The Galyan’s lease expires in January 2018.

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The following table presents information relating to the lease rollover schedule at the Mortgaged Property:

Escrows. The loan documents provide for certain escrows of real estate taxes and insurance. See Annex A-3 to this preliminary prospectus supplement for information regarding escrow reserves.

Lock Box Account. All tenant payments due under the applicable tenant leases are deposited into a mortgagee designated lock box account. Funds deposited into the lock box account are disbursed to the borrower on a daily basis unless the debt service coverage ratio, as computed by the mortgagee, is less than 1.25x, or upon the occurrence of a default under the loan documents, at which time the funds in the lock box account will no longer be available to the borrower and will be available solely to the mortgagee.

Management. CBL & Associates Management, Inc. is the property manager for the Mortgaged Property securing the Meridian Mall Loan. The property manager is affiliated with the sponsor.

The Loan. The Mortgage Loan (the “Chelsea Market Loan”) is secured by a first mortgage encumbering an office building located in New York, New York. The Chelsea Market Loan represents approximately 8.8% of the Cut-Off Date Pool Balance. The Chelsea Market Loan was originated on August 18, 2003 and has a principal balance as of the Cut-Off Date of $85,500,000. The Chelsea Market Loan, which is evidenced by a pari passu note dated August 18, 2003, is a portion of a whole loan with an original principal balance of $171,000,000. The other loan related to the Chelsea Market Loan is evidenced by a separate note dated August 18, 2003 (the “Chelsea Market Pari Passu Loan”), with an original principal balance of $85,500,000. The Chelsea Market Pari Passu Loan will not be an asset of the trust. The Chelsea Market Loan and the Chelsea Market Pari Passu Loan will be governed by an intercreditor and servicing agreement, and will be serviced pursuant to the terms of the pooling and servicing agreement related to a separate securitization as described in this preliminary prospectus supplement under “DESCRIPTION OF THE MORTGAGE POOL— Co-Lender Loans”. The Chelsea Market Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest.

The Chelsea Market Loan has a remaining term of 118 months and matures on September 11, 2013. The Chelsea Market Loan may be prepaid on or after March 11, 2013 and permits defeasance with United States government obligations beginning two years after the Closing Date.

The Borrower. The borrower is Jamestown Chelsea Market, L.P. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Chelsea Market Loan. The sponsor is Jamestown Companies. The Jamestown Companies provide real estate investment services in the United States, principally for German investors. The Jamestown Companies are comprised of Jamestown, Jamestown Management Corporation and Jamestown Realty Company, LP. Jamestown’s portfolio, which is owned through various affiliated partnerships, has focused on conservative investments. In 23 partnerships, Jamestown and its 21,000 investors have acquired $3.3 billion of assets representing $1.6 billion of equity, totaling 11.5 million square feet of office, retail and industrial space.

The Property. The Mortgaged Property is an approximately 1,153,752 square foot office building situated on approximately 3.8 acres. The Mortgaged Property was constructed in 1900 and extensively renovated between 1996 and 1999. The Mortgaged Property is located in New York, New York within the New York City metropolitan statistical area. As of October 1, 2003, the occupancy rate for the Mortgaged Property securing the Chelsea Market Loan was approximately 98.2%.

The largest tenant is Oxygen Media (“Oxygen”), occupying approximately 119,041 square feet, or approximately 10.3% of the net rentable area. Oxygen Media is an integrated media network that combines the Internet and cable television for female audiences. The Oxygen Media leases expire in October 2009 and June 2015. The second largest tenant is Rose Brand Wipers (“Rose”), occupying approximately 98,761 square feet, or approximately 8.6% of the net rentable area. Rose supplies custom fabrication of stage curtains, backdrops, and stage design products to Broadway, off-Broadway theaters, casinos, educational institutions and the film industry across the United States. The Rose lease expires in January 2008. The third largest tenant is AMB Property (“AMB”), occupying approximately 75,989 square feet, or

The following table presents information relating to major tenants at the Mortgaged Property:


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

(2)	Rent on the Scripps lease includes rent paid from a $1,400,000 escrow reserve put in place due to a temporary rent abatement with respect to this tenant.

The following table presents information relating to the lease rollover schedule at the Mortgaged Property:

Escrows. The loan documents provide for certain escrows of real estate taxes, insurance and replacement reserves. The loan documents also require the borrower to deposit with mortgagee of the Chelsea Market Loan a sum of approximately $500,000 per year for tenant improvements and leasing commissions. In addition, while not held by Wachovia, a $3,548,910 escrow is in place with the borrower relating to the Scripps tenant upfit. There is a $1,400,000 escrow held by the mortgagee that is used to fund rent payments on the Scripps lease until such time as Scripps is paying full unabated rent. Wachovia has been assigned the borrower’s rights and interests in the escrow. See Annex A-3 to this preliminary prospectus supplement for information regarding escrow reserves.

Lock Box Account. All tenant payments due under the applicable tenant leases shall be directly deposited into a mortgagee designated lock box account.

Management. ATC Management, founded by Irwin Cohen in 1959, is the property manager for the Mortgaged Property securing the Chelsea Market Loan. Mr. Cohen has nearly 40 years of national real estate development and management experience including The Factory (1.1 million SF), The Falchi Building (600,000 SF), and The Center Building (550,000 SF). Each of these properties are a similar property type and located in the New York City metropolitan statistical area. The property manager is affiliated with the sponsor.

The Loan. The Mortgage Loan (the “Park City Center Loan”) is secured by a first mortgage encumbering the borrower’s fee interest in a regional mall located in Lancaster, Pennsylvania. The Park City Center Loan represents approximately 6.8% of the Cut-Off Date Pool Balance. The Park City Center Loan was originated on September 12, 2003 and has a principal balance as of the Cut-Off Date of $65,925,439. The Park City Center Loan is a portion of a whole loan with an original principal balance of $163,000,000. The other loans related to the Park City Center Loan are evidenced by two separate notes dated September 12, 2003, the “Park City Center Pari Passu Loan”, with an original principal balance of $66,000,000 and the “Park City Center Subordinate Loan”, with an original principal balance of $31,000,000. The Park City Center Pari Passu Loan and Park City Center Subordinate Loan will not be assets of the trust. The Park City Center Loan, the Park City Center Pari Passu Loan and the Park City Center Subordinate Loan will be governed by an intercreditor agreement and will be serviced pursuant to the terms of the Pooling and Servicing Agreement, as described in this preliminary prospectus supplement under “DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans”.

The Park City Center Loan has a remaining term of 83 months and matures on October 1, 2010. The Park City Center Loan may be prepaid on or after July 1, 2010 and permits defeasance with United States government obligations beginning on the date that is the earlier of (i) September 13, 2006 and (ii) two years from the date of the last securitization of any portion of the Park City Center Loan and its related companion loans.

The Borrower. The borrower is Lancaster Trust, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Park City Center Loan. The sponsor of the borrower is GGP Limited Partnership, Inc. (“General Growth”). General Growth is a fully-integrated, self-administered and self-managed publicly traded real estate investment trust rated “BBB-” (S&P) and “Baa3” (Moody’s). General Growth owns, leases, manages, acquires and develops enclosed regional shopping malls, shopping centers and single tenant retail properties in the United States. General Growth and its affiliates currently have interests in approximately 150 properties in 41 states, totaling approximately 146 million square feet.

The Property. The Mortgaged Property is an approximately 1,367,529 square foot anchored retail center situated on approximately 133.3 acres. The Mortgaged property was constructed in 1970 and renovated in 1997. The Mortgaged Property is located in Lancaster, Pennsylvania, within the Lancaster, Pennsylvania metropolitan statistical area. As of October 13, 2003, the occupancy rate for the Mortgaged Property securing the Park City Center Loan was approximately 96.4%.

The largest tenant is J.C. Penney Company, Inc. (“JCPenney”), occupying approximately 243,478 square feet, or approximately 17.8% of the net rentable area. JCPenney is a major retailer in the United States. The company also has interests in drug, catalog, and e-commerce merchandising. As of October 29, 2003, JCPenney was rated “Ba3” (Moody’s), “BB+” (S&P) and “BB” (Fitch). The JCPenney lease expires in July 2005. The second largest tenant is Bon-Ton (“Bon-Ton”), occupying approximately 142,259 square feet, or approximately 10.4% of the net rentable area. The company’s strategy focuses on being the premier fashion retailer in smaller secondary markets that demand, but often have limited access to, better branded merchandise. The Bon-Ton stores also offer home furnishings, cosmetics, accessories, shoes and other items. The Bon-Ton lease expires in September 2005. The third largest tenant is Kohl’s (“Kohl’s”), occupying approximately 92,472 square feet, or approximately 6.8% of the net rentable area. Kohl’s is one of the fastest growing family-oriented department store chains in the United States. As of October 29, 2003, Kohl’s was rated “A3” (Moody’s), “A–” (S&P) and “A” (Fitch). The Kohl’s lease expires in January 2017.

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The following table presents information relating to the lease rollover schedule at the Mortgaged Property:

Escrows. The loan documents provide for certain monthly escrows of real estate taxes and insurance (unless the policies are blanket policies) following an event of default under the loan documents or if the debt service coverage ratio is less than 1.30x (collectively, a “Park City Center Trigger Event”). In addition, following a Park City Center Trigger Event, the borrower will be required to deposit with the

Lock Box Account. All tenant payments due under the applicable tenant leases shall be directly deposited into a mortgagee designated lock box account.

Management. The Mortgaged Property securing the Park City Center Loan is currently self-managed.

Release of Parcel. The borrower may obtain a release of certain non-improved, non-income producing property, except for certain parcels identified in the loan documents, upon providing satisfaction of certain conditions, including: (i) evidence that the released property is not necessary for the borrower’s operation and its then current use of the Mortgaged Property and may be separated from the Mortgaged Property without a material diminution in the value of the Mortgaged Property; (ii) the released property will be vacant, non-income producing and unimproved (or improved only by surface parking areas); and (iii) a rating agency confirmation that the release will not result in a downgrade, withdrawal or qualification of the then current rating assigned to the Certificates. Notwithstanding the foregoing, the borrower may convey fee simple title to the land which is identified in the loan documents subject to the Boscov’s lease upon the satisfaction of certain conditions, including: (i) evidence that the land subject to the Boscov’s lease has been legally subdivided, that the remainder of the Mortgaged Property is in compliance in all material respects with applicable legal requirements and constitutes a separate tax lot, and a reciprocal easement agreement or other agreement has been executed and recorded and (ii) delivery of a title endorsement to the title insurance policy if the release would be expected to materially adversely affect the lender’s rights under the title insurance policy as to the remainder of the Mortgaged Property.

Environmental. A release of gasoline beneath the Mortgaged Property from an automobile servicing building adjacent to JCPenney impacted the groundwater of an adjacent property. JCPenney and the operator of the automobile servicing building at the time of the release accepted responsibility for the remediation thereof. The Pennsylvania Department of Environmental Protection has approved of the responsible parties’ plan of remediation of the impacted groundwater and is currently supervising the application of such plan of remediation. General Growth Properties, Inc. has provided an environmental indemnity with respect to such remediation.

The Loan. The Mortgage Loan (the “Four Seasons Hotel Loan”) is secured by the borrower’s fee and leasehold interest in a Class A luxury full-service hotel, the Four Seasons Hotel, located in Chicago, Illinois. The Four Seasons Hotel Loan represents approximately 6.0% of the Cut-Off Date Pool Balance. The Four Seasons Hotel Loan was originated on October 9, 2003 and has a principal balance as of the Cut-Off Date of $58,000,000.

The Four Seasons Hotel Loan has a remaining term of 120 months and matures on November 1, 2013. The Four Seasons Hotel Loan may be prepaid on or after August 1, 2013 and permits defeasance with United States government obligations beginning two years after the Closing Date.

The Borrower. The borrowers are 900 HDP, LLC and 900 Hotel Venture, LLC, both special purpose entities. Legal counsel to the borrower delivered non-consolidation opinions in connection with the origination of the Four Seasons Hotel Loan. The sponsor of the borrowers is JMB Realty Corporation (“JMB”). JMB is a privately held real estate holding company head-quartered in Chicago, Illinois. The company’s real estate holdings consist primarily of luxury hotels and Class “A” office projects in major

The Property. The Mortgaged Property is a Class A luxury full-service hotel containing 343 rooms, which was constructed in 1989 and renovated in 2000. The following table presents certain information relating to the financial performance of the hotel for the trailing 12 months ending September 30, 2003:

Escrows. The loan documents provide for certain escrows of real estate taxes and insurance (unless the policies are blanket policies). Real estate taxes are escrowed in the event of a termination of the Management Agreement or if the Manager, pursuant to the Management Agreement, fails to pay the real estate taxes when due. In addition, if, as of December 31 of any calendar year, borrowers and the property manager have failed to expend an amount equal to 4% of gross income from operations for the replacement of furniture, fixtures and equipment at the Mortgaged Property (“FF&E Expenditures”) during the preceding 12 months (or have failed to expend an amount equal to an average of 4% per year over the preceding 3 years, and not less than 1% of gross income from operations during any of such years), borrowers will be required to escrow an annual amount of 4% of gross income from operations to be used for FF&E Expenditures. See Annex A-3 to this preliminary prospectus supplement for information regarding escrow reserves.

Lock Box Account. Following an event of default as defined in the loan documents, the property manager shall direct all income (net of operating expenses) to be deposited into a mortgagee designated lock box account.

Management. The Mortgaged Property securing the Four Seasons Hotel Loan is managed by Four Seasons Hotels Limited, a third party manager, pursuant to a management agreement dated June 11, 1987.

Environmental. A portion of the commercial parcel was recently impacted by the unintended discharge of petroleum hydrocarbons. The appropriate environmental protection agencies have been notified of the discharge and are currently investigating such prior to the implementation of a program of groundwater remediation. The sponsor is procuring an environmental impairment liability insurance policy insuring against liability associated with the environmental condition; and the sponsor has received an indemnity from the owner of the commercial parcel in connection with this condition.

The Loan. The Mortgage Loan (the “Parkdale Mall Loan”) is secured by a first mortgage encumbering the borrower’s fee interest in a regional mall located in Beaumont, Texas. The Parkdale Mall Loan represents approximately 5.8% of the Cut-Off Date Pool Balance. The Parkdale Mall Loan was originated on September 11, 2003 and has a principal balance as of the Cut-Off Date of $56,808,453.

The Parkdale Mall Loan has a remaining term of 82 months and matures on September 11, 2010. The Parkdale Mall Loan may be prepaid on or after June 11, 2010, and permits defeasance with United States government obligations beginning two years after the Closing Date. The Parkdale Mall Loan pays on the 11th day of each month with a 2 day grace period. However, an event of default will not be deemed to have occurred unless payment is not made until the 21st day of each month.

The Borrower. The borrower is CBL/Parkdale Mall, L.P., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Parkdale Mall Loan. The sponsor of the borrower is CBL & Associates Properties, Inc (“CBL”). CBL is a self-administered and self-managed publicly traded real estate investment trust. CBL owns, manages, acquires and develops regional shopping malls and community shopping centers in the United States. The Company primarily owns and manages regional malls that are dominant retail facilities in middle market areas. CBL and its affiliates currently have interests in approximately 161 properties in 25 states, totaling

The Property. The Mortgaged Property is approximately 587,629 square feet of a 1,359,884 regional mall situated on approximately 69.9 acres. The Mortgaged Property was constructed in 1973 and renovated in 2003. The Mortgaged Property is located in Beaumont, Texas within the Beaumont-Port Arthur, Texas metropolitan statistical area. As of September 8, 2003, the occupancy rate for the Mortgaged Property was approximately 93.5%.

The Mortgaged Property is anchored by Dillard’s (two stores), Foley’s (a May Department Store), JCPenney and Sears, which are not part of the collateral. The largest tenant is Developers Diversified Realty, Inc. (“DDR”) occupying approximately 63,404 square feet, or approximately 10.8% of the net rentable area. As of October 31, 2003, DDR was rated “Baa3” (Moody’s), “BBB” (S&P) and “BBB–” (Fitch). DDR is currently subleasing a portion of its space to Marshall’s occupying approximately 30,284 square feet, or approximately 5.2% of the net rentable area. Marshall’s, a subsidiary of TJX Companies, Inc. (“TJX”) is an off-price retailer of family apparel and home fashions. As of October 31, 2003, TJX was rated “A” (S&P) and “A3” (Moody’s). DDR is also subleasing the balance of its space to Home Decorating Cents occupying approximately 33,120 square feet or approximately 5.6% of the net rentable area. Home Decorating Cents is a retailer of home fashion and décor products. The DDR lease expires in November 2007. The second largest tenant is Hollywood Theaters occupying approximately 43,936 square feet, or approximately 7.5% of the net rentable area. Hollywood Theaters operates a 12 screen cineplex at the Mortgaged Property. The Hollywood Theaters lease expires in December 2012. The third largest tenant is Bealls occupying approximately 32,973 square feet, or approximately 5.6% of the net rentable area. Bealls is a subsidiary of Stage Stores, Inc. and is a specialty retailer of brand name apparel, accessories, cosmetics and footwear for the entire family. The Bealls lease expires in October 2008.

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The following table presents information relating to the lease rollover schedule at the Mortgaged Property:

Escrows. The loan documents provide for certain escrows of real estate taxes and insurance. See Annex A-3 to this preliminary prospectus supplement for information regarding escrow reserves.

Lock Box Account. All tenant payments due under the applicable tenant leases are deposited into a mortgagee designated lock box account. Funds deposited into the lock box account are disbursed to the borrower on a daily basis unless the debt service coverage ratio, as computed by the mortgagee, is less than 1.25x, or upon the occurrence of an event of default under the loan documents, at which time the funds in the lock box account will no longer be available to the borrower and will be available solely to the mortgagee.

Management. CBL & Associates Management, Inc. is the property manager for the Mortgaged Property securing the Parkdale Mall Loan. The property manager is affiliated with the sponsor.

The Loan. The Mortgage Loan (the “Regency Square Mall Loan”) is secured by a first mortgage encumbering the borrower’s fee interest in a regional mall located in Jacksonville, Florida. The Regency Square Mall Loan represents approximately 5.4% of the Cut-Off Date Pool Balance. The Regency Square Mall Loan was originated on June 13, 2003, and has a principal balance as of the Cut-Off Date of $52,686,251. The Regency Square Mall Loan, which is evidenced by a pari passu note dated October 6, 2003, is a portion of a whole loan with an original principal balance of $106,000,000. The other loan related to the Regency Square Mall Loan is evidenced by a separate note dated October 6, 2003 (the “Regency Square Mall Pari Passu Loan” and together with the Regency Square Mall Loan, the “Regency Square Mall Whole Loan”), with an original principal balance of $53,000,000. The Regency Square Mall Pari Passu Loan will not be an asset of the trust. The Regency Square Mall Loan and the Regency Square Mall Pari Passu Loan will be governed by an intercreditor agreement and will be serviced pursuant to the terms of the 2003-07 pooling and servicing agreement related to a separate securitization, as described in this preliminary prospectus supplement under “DESCRIPTION OF THE MORTGAGE POOL — Co-Lender Loans”.

The Regency Square Mall Loan has a remaining term of 80 months and matures on July 1, 2010. The Regency Square Mall Loan may be prepaid on or after April 1, 2010, and permits defeasance with United States government obligations beginning two years after the Closing Date.

The Borrower. The borrower is RS Properties Inc., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Regency Square Mall Loan. The sponsor of the borrower is General Growth Properties, Inc., (“General Growth”). General Growth is a fully integrated, self-administered and self-managed publicly traded REIT rated “BBB-” (S&P) and “Baa3” (Moody’s). General Growth owns, leases, manages, acquires and develops enclosed regional shopping malls, shopping centers and single tenant retail properties in the United States. General Growth and its affiliates currently have interests in approximately 150 properties in 41 states, totaling approximately 146 million square feet.

The Property. The Mortgaged Property is an approximately 938,031 square foot regional mall situated on approximately 90.9 acres, constructed in 1967 and 1998 and renovated in 2001. The Mortgaged Property is located in Jacksonville, Florida. As of June 11, 2003, the occupancy rate for the Mortgaged Property securing the Regency Square Mall Loan was approximately 90.2%. The Mortgaged Property is anchored by a Dillard’s and Sears, which are not part of the collateral. The largest tenant is Belk, Inc. (“Belk”) occupying approximately 188,827 square feet or approximately 20.1% of the net rentable area. Belk is a privately held department store chain with retail locations throughout the Southern United States. The Belk lease expires In February 2007, but Belk has three 10 year options. The second largest tenant is J.C. Penney Company, Inc. (“JCPenney”) occupying approximately 176,019 square feet or approximately 18.8% of the net rentable area. JCPenney is a major retailer in the United States. The company also has interests in drug, catalog, and e-commerce merchandising. As of October 29, 2003, JCPenney was rated “Ba3” (Moodys), “BB+” (S&P) and “BB” (Fitch). The JCPenney lease expires in March 2007. JCPenney has exercised the first of three 10 year options. The third largest tenant is AMC

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The following table presents information relating to the lease rollover schedule at the Mortgaged Property:

Escrows. The loan documents provide for certain escrows of real estate taxes and insurance (unless the policies are blanket policies) following an event of default under the Loan documents or if the debt service coverage ratio is less than 1.35x (collectively, a “Regency Square Mall Trigger Event”). In addition, following a Regency Square Mall Trigger Event, the borrower will be required to deposit with the lender on each payment date (i) $78,280 into the rollover reserve, until such time as the balance in the rollover reserve equals $1,878,720 and (ii) $14,811 into the replacement reserve, until such time as the balance in the replacement reserve equals $355,464. Once the balance in the rollover reserve and/or the replacement reserve drops below the target amount set forth in clause (i) or (ii) above, as applicable, the borrower will be required to resume making deposits into such reserve until the target level is achieved. See Annex A-3 to this preliminary prospectus supplement for information regarding escrow reserves.

Lock Box Account. All tenant payments due under the applicable tenant leases shall be directly deposited into a mortgagee designated lock box account. Funds deposited into the lock box account are

Management. The Mortgaged Property securing the Regency Square Mall Loan is managed by an affiliate of the sponsor, General Growth Properties, Inc.

Release of Parcel. The borrower may obtain a release of certain non-improved, non-income producing property, upon providing satisfaction of certain conditions, including: (i) evidence that the released property may be separated from the Mortgaged Property without a material diminution in the value of the Mortgaged Property; (ii) the released property will be vacant, non-income producing and unimproved (or improved only by surface parking areas); and (iii) a rating agency confirmation that the release will not result in a downgrade, withdrawal or qualification of the then current rating assigned to the Certificates.

The Loan. The Mortgage Loan (the “Rivertowne Commons Loan”) is secured by a first mortgage encumbering an anchored retail center located in Oxon Hill, Maryland. The Rivertowne Commons Loan represents approximately 4.4% of the Cut-Off Date Pool Balance. The Rivertowne Commons Loan was originated on September 26, 2003 and has a principal balance as of the Cut-Off Date of $42,964,641.

The Rivertowne Commons Loan has a remaining term of 119 months to its anticipated repayment date of October 1, 2013. The Rivertowne Commons Loan may be prepaid on or after August 1, 2013 and permits defeasance with United States government obligations beginning two years after the Closing Date.

The Borrower. The borrower is Rivertowne Center Associates L.C., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Rivertowne Commons Loan. The sponsor of the borrower is Milton Peterson. Mr. Peterson has over 32 years of real estate experience and is a principal and chairman of The Peterson Companies. The principals of The Peterson Companies have developed, acquired, managed or leased approximately four million square feet of retail space, three million square feet of residential units and over three million square feet of office space in the Washington, DC metropolitan statistical area.

The Property. The Mortgaged Property is an approximately 387,339 square foot anchored retail center situated on approximately 36.2 acres and was constructed in 1987. The Mortgaged Property is located in Oxon Hill, Maryland, within the Washington, DC metropolitan statistical area. As of July 1, 2003, the occupancy rate for the Mortgaged Property securing the Rivertowne Commons Loan was approximately 99.6%.

The largest tenant is Kmart Corporation (“Kmart”) occupying approximately 84,640 square feet, or approximately 21.9% of the net rentable area. Kmart is the third largest discount retailer in the United States, behind Wal-Mart and Target. Kmart filed for Chapter 11 bankruptcy protection in January 2002 and emerged from bankruptcy in May 2003. The Kmart lease expires in January 2013. The second largest tenant is Safeway Inc. (“Safeway”), occupying approximately 49,035 square feet, or approximately 12.7% of the net rentable area. Safeway operates regional supermarket companies that include Safeway, The Vons Companies, Carr-Gottstein Foods, Genuardi’s Family Markets and Randall’s Food Markets. As of October 21, 2003, Safeway was rated “Baa2” (Moodys), “BBB” (S&P) and “BBB” (Fitch). The Safeway lease expires in October 2012. The third largest tenant is American Multi-Cinema (“AMC”), occupying approximately 38,906 square feet (12 screens), or approximately 10.0% of the net rentable area. AMC operates 250 theatres with 3,500 screens worldwide. The AMC lease expires in May 2007.

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The following table presents information relating to the lease rollover schedule at the Mortgaged Property:

Escrows. The loan documents provide for certain escrows of real estate taxes and provide for replacement reserves. In addition, the loan documents require the borrower to deposit with mortgagee a sum of $293,368 per year for tenant improvements and leasing commissions, not to exceed $1,000,000. The loan documents also required the borrower to deposit with mortgagee at the closing of the Rivertowne Commons loan a sum of $1,330,000 for the replacement of the roof at the Mortgaged Property. See Annex A-3 to this preliminary prospectus supplement for information regarding escrow reserves.

Lock Box Account. If at any time during the term of the Rivertowne Commons Loan, the debt service coverage ratio, as computed by the mortgagee, is less than 1.10x based on a 7.0% constant, or notwithstanding the debt service coverage ratio, on July 1, 2013, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases shall be directly deposited into a mortgagee designated lock box account.

Hyper-amortization. Commencing on the anticipated repayment date of October 1, 2013, if the Rivertowne Commons Loan is not paid in full, the Rivertowne Commons Loan enters into a hyper-amortization period through October 1, 2033. The interest rate applicable to the Rivertowne Commons Loan during such hyper-amortization period will increase to 5.0% over the mortgage rate.

Management. Peterson Management, LC is the property manager for the Mortgaged Property securing the Rivertowne Commons Loan. The property manager is affiliated with the borrower.

The Loan. The Mortgage Loan (the “Arco Center Loan”) is secured by a first deed of trust encumbering the borrower’s fee interest in an office building located in Long Beach, California. The Arco Center Loan represents approximately 3.9% of the Cut-Off Date Pool Balance. The Arco Center Loan was originated on November 3, 2003 and has a principal balance as of the Cut-Off Date of $38,000,000. The Arco Center Loan provides for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest.

The Arco Center Loan has a remaining term of 120 months to its anticipated repayment date of November 11, 2013. The Arco Center Loan may be prepaid on or after July 11, 2013 and permits defeasance with United States government obligations beginning two years after the Closing Date.

The Borrower. The borrower is 200 Oceangate, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Arco Center Loan. The sponsor is Swig Investment Company (“Swig”). Swig is a family owned real estate investment company based in San Francisco, California and is a major owner of institutional quality office properties nationwide. Swig previously owned the Fairmont hotel chain and currently owns and/or manages approximately 7 million square feet of office space. Swig previously filed for bankruptcy protection with respect to the Mortgaged Property, which resulted in modifications to the terms of the prior mortgage loan. Since emerging from bankruptcy, the borrower has fully satisfied its loan obligations. None of the current principals of the borrower were associated with the borrower at the time of the bankruptcy filing.

The Property. The Mortgaged Property is an approximately 459,636 square foot office building situated on approximately 4.5 acres. The Mortgaged Property was constructed in 1983. The Mortgaged Property is located in Long Beach, California, within the Los Angeles-Riverside-Orange County metropolitan statistical area. As of August 7, 2003, the occupancy rate for the Mortgaged Property securing the Arco Center Loan was approximately 76.3%.

The largest tenant is Earth Tech, Inc. (“Earth Tech”) occupying approximately 88,350 square feet, or approximately 19.2% of the net rentable area. Although the lease has been executed, Earth Tech has not occupied the premises or begun paying rent, but is expected to take occupancy and commence paying rent in mid-December 2003. A member of the Tyco International (“Tyco”) family, Earth Tech is a major force in global water management; environmental, remediation and waste; architecture, engineering and construction and transportation services. As of October 30, 2003, Tyco International was rated “BBB-” (S&P), “BB” (Fitch) and “Ba2” (Moody’s). The Earth Tech leases expire in December 2013. The second largest tenant is Molina Healthcare, Inc. (“Molina Healthcare”) occupying approximately 82,606 square feet, or approximately 18.0% of the net rentable area. Molina Healthcare is a multi-state, managed care organization that arranges for the delivery of healthcare services to persons eligible for Medicaid and other programs for low-income families and individuals. Molina Healthcare leases expire in December 2012. The third largest tenant is the Department of Industrial Relations (“Department of Industrial Relations”) occupying approximately 39,013 square feet, or approximately 8.5% of the net rentable area. The Department of Industrial Relations was established to improve working conditions for California’s wage earners and to advance opportunities for profitable employment in California. The Department of Industrial Relations leases expire in October 2007.

The following table presents information relating to major at the Mortgaged Property:


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

(2)	Earth Tech is expected to take occupancy of its space in mid-December 2003 and will commence paying rent upon occupancy.

The following table presents information relating to the lease rollover schedule at the Mortgaged Property:

Escrows. The loan documents provide for certain escrows of real estate taxes and insurance and provide for replacement reserves. In addition, the loan documents require the borrower to deposit with mortgagee (i) at the closing of the Arco Center loan, a sum of $300,000 per year not to exceed $1,000,000 for tenant improvements and leasing commissions. In addition, a $3,143,493 escrow was required at closing for tenant improvement costs associated with the Earth Tech lease. See Annex A-3 to this preliminary prospectus supplement for information regarding escrow reserves.

Hyper-amortization. Commencing on the anticipated repayment date of November 11, 2013, if the Arco Center Loan is not paid in full, the Arco Center Loan enters into a hyper-amortization period through November 11, 2023. The interest rate applicable to the Arco Center Loan during such hyper-amortization period will increase to the greater of the mortgage rate plus 2.5% or the treasury rate plus 2.5%, in each case subject to an annual increase of 0.25%.

Lock Box Account. All tenant payments due under the applicable tenant leases are deposited into a mortgagor designated lock box account. At any time during the term of the Arco Center Loan, upon the occurrence of an event of default under the loan documents or upon hyper-amortization, the borrower must notify the tenants that any and all tenant payments due under the applicable tenant leases shall be directly deposited into a mortgagee designated lock box account.

Management. The Swig Company, an affiliate of the borrower, is the property manager for the Mortgaged Property securing the Arco Center Loan.

The Loan. The two Mortgage Loans (the “Hai Portfolio Loans”) are collectively secured by the first deeds of trust encumbering 2 office buildings located in Richmond, Virginia and Boise, Idaho. The Hai Portfolio Loans represent approximately 3.7% of the Cut-Off Date Pool Balance. The Hai Portfolio Loans were originated on October 20, 2003 and have a principal balance as of the Cut-Off Date of $35,887,500. The Hai Portfolio Loans provide for interest-only payments for the first 24 months of its term, and thereafter, fixed monthly payments of principal and interest. Each of the Hai Portfolio Loans is cross-collateralized and cross-defaulted with each of the other Hai Portfolio Loans.

The Hai Portfolio Loans have a remaining term of 72 months to its anticipated repayment date of November 11, 2009. The Hai Portfolio Loans may be prepaid on or after September 11, 2009 and permit defeasance with United States government obligations beginning three years after their first payment date.

The Borrower. The borrowers are NGP-Penrose Richmond LLC and NGP-Penrose Boise BLM LLC, both special purpose entities. The sponsors of each of the borrowers are NGP Capital Partners III, LLC, Al Iudicello, Alexander Vahabzadeh, and Kamal Bahamdan.

The Properties. The Mortgaged Properties consist of 2 office properties. As of October 7, 2003, the weighted average occupancy rate for the Mortgaged Properties securing the Hai Portfolio Loans was approximately 100.0%.

The following table presents certain information relating to the Mortgaged Properties:

The following table presents information relating to the major tenant at the Mortgaged Property:

The following table presents information relating to the lease rollover schedule at FBI Headquarters—Richmond, VA:

The following table presents information relating to the major tenant at Natural Resource Center—Boise, ID:

The following table presents information relating to the lease rollover schedule at Natural Resource Center—Boise, ID:

Escrows. The loan documents provide for certain escrows of real estate taxes and provide for replacement reserves. Escrows for insurance have been waived but may be reinstated without notice to the borrower following (i) a change in tenancy of the property, (ii) failure to provide satisfactory evidence of payment of the insurance premiums, (iii) any Event of Default and (iv) any default by tenant under the applicable lease not cured within the cure period. In addition, if the borrower has not provided evidence of extension or renewal of the tenant leases satisfactory to the mortgagee then, beginning with the 23rd month of the loan term, the borrower is required to post a letter of credit each year in the amount of $672,000 for a total amount on deposit in the sixth year of $2,688,000 with respect to the FBI Headquarters and $708,000 for a total amount of deposit in the sixth year of $2,832,000 with respect to the Natural Resource Center or, if certain conditions have been met with respect to the leases, in the lesser amount of $400,000 for a total amount on deposit in the sixth year of $1,600,000 with respect to the FBI Headquarters and $550,000 for a total amount on deposit in the sixth year of $2,200,000 with respect to the Natural Resource Center. If the borrower does not provide the mortgagee with such letters of credit each year, then a reserve shall be established in the amount of the monthly net cash flow after debt service

Lock Box Account. All tenant payments due under the applicable tenant leases are deposited into a mortgagee designated lock box account.

Hyper-amortization. Commencing on the anticipated repayment date of November 11, 2009, if the Hai Portfolio Loans are not paid in full, the Hai Portfolio Loans enter into a hyper-amortization period through November 11, 2033. The interest rate applicable to the Hai Portfolio Loans during such hyper-amortization period will increase to 2.00% over the mortgage rate.

Management. Real Asset Management Co., LLC (“RAMCO”) is the property manager for the Mortgaged Property securing the Hai Portfolio Loans. RAMCO is a California based subsidiary of The Penrose Corporation which designs, develops and sells buildings occupied by various agencies of the federal government. RAMCO’s current portfolio includes seven buildings located throughout the United States with a total of approximately 856,600 square feet of leased space.

Release of Cross. The cross-default and cross-collateralization provisions may be terminated in the event one of the Mortgage Loans is defeased or assumed without a simultaneous defeasance or assumption of the other, provided that a no-downgrade letter is received from the applicable rating agencies, certain loan-to-value ratio and debt service coverage ratio tests are satisfied and, in the case of a defeasance of one of the Mortgage Loans, funds or a letter of credit equal to 15% of the appraised value of the Mortgaged Property primarily securing the defeased Mortgage Loan is deposited as additional security for the remaining, undefeased Mortgage Loan.


*	S&P and Moody’s have confirmed that the Chandler Festival Loan has, in the context of its inclusion in the trust, credit characteristics consistent with that of an obligation rated “A-/A3”, respectively.


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


*	S&P and Moody’s have confirmed that the Ansonia Loan has, in the context of its inclusion in the trust, credit characteristics consistent with that of an obligation rated “AA/A1”, respectively.

The following table presents information relating to the major tenants at the Mortgaged Property:


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

(2)	A&P sublets the premises to Gristede’s Foods Inc. pursuant to a sublease dated 10/2002, which expires 9/20/2018. A&P remains obligated under all terms of the Lease.

The following table presents information relating to the major tenants at the Mortgaged Property:


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


(1)	The DSCR presented above takes into account a $4.2 million performance holdback reserve and the projected stabilized underwritten net cash flow for the Mortgaged Property.

The following table presents information relating to major tenants at the Mortgaged Property:


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


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


(2)	3,840 square feet of expansion space commences rent March 2004.

(3)	Spirits Wine Emporium is expected to take occupancy of its space in January 2004 and will commence paying rent upon taking occupancy.


*	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 Mortgaged Properties:

The following table presents information relating to the major tenant at Black Lake I, II and III:

The following table presents information relating to the major tenant at DSHS Building - Bellingham:

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The following table presents information relating to the unit configuration at the Mortgaged Property:

The following table presents certain information relating to the Mortgaged Properties:

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The following table presents information relating to the major tenants at the Mortgaged Property:


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

The Depositor will acquire the Mortgage Loans from the Mortgage Loan Sellers on or prior to the Closing Date pursuant to separate mortgage loan purchase agreements (each, a “Mortgage Loan Purchase Agreement” and together, the “Mortgage Loan Purchase Agreements”). The Mortgage Loan Sellers originated or acquired the Mortgage Loans as described above under “—Mortgage Loan History.”

Twenty-four (24) of the Mortgage Loans (the “Wachovia Mortgage Loans”), representing 55.1% of the Cut-Off Date Pool Balance, were originated or acquired by Wachovia Bank, National Association. Wachovia is a national banking association whose principal offices are located in Charlotte, North Carolina. Wachovia’s business is subject to examination and regulation by federal banking authorities and its primary federal bank regulatory authority is the Office of the Comptroller of the Currency. Wachovia is a wholly-owned subsidiary of Wachovia Corporation. As of June 30, 2003, Wachovia had total assets of $364 billion. Wachovia is acting as the Master Servicer. Wachovia Capital Markets, LLC is acting as an Underwriter for this transaction and is an affiliate of Wachovia.

Four (4) of the Mortgage Loans (the “Eurohypo Mortgage Loan”), representing 21.4% of the Cut-Off Date Pool Balance, were originated by Eurohypo AG, New York Branch. Eurohypo AG, New York Branch is the New York branch of a German banking corporation. Eurohypo AG, New York Branch is a German banking corporation focusing on real estate and public finance banking. Eurohypo AG, New York Branch has total assets of approximately 228.4 billion EUR ($261 billion) of which approximately 95.77 billion EUR ($109 billion) are real estate loans. Eurohypo AG, New York Branch has three offices in the United States located in New York, Chicago and Los Angeles with over 60 professionals concentrating on real estate investment banking. Eurohypo AG originates its loans in the United States through its New York branch.

Eleven (11) of the Mortgage Loans (the “Citigroup Mortgage Loans”), representing 14.6% of the Cut-Off Date Pool Balance, were originated by Citigroup Global Markets Realty Corp. (“Citigroup”), a New York corporation whose principal offices are located in New York, New York that is primarily engaged in the business of purchasing and originating commercial mortgage loans. Citigroup is a subsidiary of Citigroup Financial Products, Inc. An affiliate of Citigroup, Citigroup Global Markets Inc. is acting as an Underwriter for this transaction.

Fifteen (15) of the Mortgage Loans (the “Artesia Mortgage Loans”), representing 8.9% of the Cut-Off Date Pool Balance, were originated or acquired by Artesia Mortgage Capital Corporation. Artesia is a Delaware corporation engaged in the business of originating and securitizing U.S. commercial mortgage loans. Its principal offices are located in the Seattle suburb of Issaquah, Washington. It is a wholly-owned subsidiary of Dexia Bank which is rated “AA+” by Fitch, “AA” by S&P and “Aa2” by Moody’s. Dexia Bank is part of Dexia Group, a diversified financial services firm located in Brussels, Belgium with a balance sheet of 351 billion EUR ($368 billion) and a stock market capitalization of approximately 14 billion EUR ($15 billion) as of December 2002.

Wachovia Bank, National Association has no obligation to repurchase or substitute any of the Citigroup Mortgage Loans, the Artesia Mortgage Loans or the Eurohypo Mortgage Loans, Citigroup has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans, the Artesia Mortgage Loans or the Eurohypo Mortgage Loans, Artesia has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans, the Citigroup Mortgage Loans or the Eurohypo Mortgage Loans and Eurohypo has no obligation to repurchase or substitute any of the Wachovia Mortgage Loans, the Citigroup Mortgage Loans or the Artesia Mortgage Loans.

All information concerning the Wachovia Mortgage Loans contained herein or used in the preparation of this Prospectus Supplement is as underwritten by Wachovia Bank, National Association. All information concerning the Citigroup Mortgage Loans contained herein or used in the preparation of this Prospectus Supplement is as underwritten by Citigroup Global Markets Realty Corp. All information concerning the Eurohypo Mortgage Loans contained herein or used in the preparation of this Prospectus Supplement is as

General. Each Mortgage Loan Seller’s commercial real estate finance or commercial mortgage banking group has the authority, with the approval from the appropriate credit committee, to originate fixed-rate, first lien mortgage loans for securitization. Each Mortgage Loan Seller’s commercial real estate finance or commercial mortgage banking operation is staffed by real estate professionals. Each Mortgage Loan Seller’s loan underwriting group is an integral component of the commercial real estate finance or commercial mortgage banking group which also includes groups responsible for loan origination and closing mortgage loans.

Upon receipt of a loan application, the respective Mortgage Loan Seller’s loan underwriters commence an extensive review of the borrower’s financial condition and creditworthiness and the real estate which will secure the loan.

Loan Analysis. Generally, each Mortgage Loan Seller performs both a credit analysis and collateral analysis with respect to a loan applicant and the real estate that will secure the loan. In general, credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third party credit reports, judgment, lien, bankruptcy and pending litigation searches and, if applicable, the loan payment history of the borrower. Each Mortgage Loan Seller typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. Borrowers are generally required to be single-purpose entities although they are generally not required to be structured to limit the possibility of becoming insolvent or bankrupt. The collateral analysis typically includes an analysis of the historical property operating statements, rent rolls and a projection of future performance, if applicable, and a review of tenant leases. Each Mortgage Loan Seller generally requires third party appraisals, as well as environmental and building condition reports. Each report is reviewed for acceptability by a staff member of the applicable Mortgage Loan Seller or a third-party consultant for compliance with program standards. Generally, the results of these reviews are incorporated into the underwriting report. In each case, the related Mortgage Loan Seller re-underwrote such Mortgage Loan. In some instances, one or more provisions of the guidelines were waived or modified by the related Mortgage Loan Seller where it was determined not to adversely affect the Mortgage Loans originated by it in any material respect.

Loan Approval. Prior to commitment, all mortgage loans must be approved by the applicable Mortgage Loan Seller’s credit committee in accordance with its credit policies.

Debt Service Coverage Ratio and LTV Ratio. Each Mortgage Loan Seller’s underwriting standards generally mandate minimum debt service coverage ratios and maximum loan-to-value ratios. The debt service coverage ratio guidelines are generally calculated based on net cash flow at the time of origination. In addition, each Mortgage Loan Seller’s underwriting guidelines generally permit a maximum amortization period of 30 years. However, notwithstanding such guidelines, in certain circumstances the actual debt service coverage ratios, loan-to-value ratios and amortization periods for the mortgage loans originated by such Mortgage Loan Seller may vary from these guidelines.

Escrow Requirements. Generally, each Mortgage Loan Seller requires most borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, the required escrows for mortgage loans originated by each Mortgage Loan Seller are as follows:


	•	Taxes—Typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property assessment and the current millage rate) are required to provide the Mortgage Loan Seller with sufficient funds to satisfy all taxes and assessments. Where a tenant is responsible for the payment of property taxes, this escrow may sometimes be waived.


	•	Insurance—If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the Mortgage Loan Seller with sufficient funds to pay all insurance premiums. Where a tenant is responsible for the payment of insurance premiums, this escrow may sometimes be waived.

	•	Replacement Reserves—Replacement reserves are generally calculated in accordance with the expected useful life of the components of the property during the term of the mortgage loan.

	•	Completion Repair/ Environmental Remediation—Typically, a completion repair or remediation reserve is required where an environmental or engineering report suggests that such reserve is necessary. Upon funding of the applicable Mortgage Loan, the Mortgage Loan Seller generally requires that at least 110% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a year after the funding of the applicable Mortgage Loan.

	•	Tenant Improvement/ Lease Commissions—In some cases, major tenants have lease expirations within the Mortgage Loan term. To mitigate this risk, special reserves may be required to be funded either at closing of the Mortgage Loan and/or during the Mortgage Loan term to cover certain anticipated leasing commissions or tenant improvement costs which might be associated with re-leasing the space occupied by such tenants.

On the Closing Date, the Depositor will transfer the Mortgage Loans, without recourse, to the Trustee for the benefit of the Certificateholders. In connection with such transfer, the Depositor will require each Mortgage Loan Seller to deliver to the Trustee or to a document custodian appointed by the Trustee (a “Custodian”), among other things, the following documents with respect to each Mortgage Loan originated or acquired by the applicable Mortgage Loan Seller (the “Mortgage File”): (i) the original Mortgage Note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the Trustee or in blank (or, if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note); (ii) the original or a copy of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office; (iii) the original or a copy of any related assignment of leases and of any intervening assignments thereof (if such item is a document separate from the Mortgage), in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office; (iv) an original assignment of the Mortgage in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (v) an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee or in blank and (subject to the completion of certain missing recording information) in recordable form; (vi) the original assignment of all unrecorded documents relating to the Mortgage Loan, if not already assigned pursuant to items (iv) or (v) above; (vii) originals or copies of all modification, consolidation, assumption and substitution agreements in those instances in which the terms or provisions of the Mortgage or Mortgage Note have been modified or the Mortgage Loan has been assumed or consolidated; (viii) the original or a copy of the policy or certificate of lender’s title insurance issued on the date of the origination of such Mortgage Loan, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (ix) any filed copies (bearing evidence of filing) or other evidence of filing satisfactory to the Trustee of any UCC financing statements, related amendments and continuation statements in the possession of the applicable Mortgage Loan Seller; (x) an original assignment in favor of the Trustee of any financing statement executed and filed in favor of the applicable Mortgage Loan Seller in the relevant

jurisdiction; (xi) the original or copy of any ground lease, ground lessor estoppel, environmental insurance policy or guaranty relating to such Mortgage Loan; (xii) any intercreditor agreement relating to permitted debt (including mezzanine debt) of the mortgagor; (xiii) copies of any loan agreement, escrow agreement, security agreement relating to a Mortgage Loan; and (xiv) a copy of any letter of credit and related transfer documents related to such Mortgage Loan. Notwithstanding the foregoing, with respect to the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair, Wells Fargo Bank Minnesota, N.A., as trustee under the 2003-C7 Pooling and Servicing Agreement (the “2003-C7 Trustee”) will hold the original documents related to the Chelsea Market Loan and the Regency Square Mall Loan for the benefit of the trust fund formed by the 2003-C7 Pooling and Servicing Agreement and the Trust Fund formed by the Pooling and Servicing Agreement, other than the related Mortgage Note that is not an asset of the trust fund formed by the 2003-C7 Pooling and Servicing Agreement, which will be held by the Trustee under the Pooling and Servicing Agreement.

As provided in the Pooling and Servicing Agreement, the Trustee or a Custodian on its behalf is required to review each Mortgage File within a specified period following its receipt thereof. If any of the documents described in the preceding paragraph is found during the course of such review to be missing from any Mortgage File or defective, and in either case such omission or defect materially and adversely affects the value of the applicable Mortgage Loan or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not deliver the document or cure the defect (other than omissions solely due to a document not having been returned by the related recording office) within a period of 90 days following such Mortgage Loan Seller’s receipt of notice thereof, will be obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which will be assigned by the Depositor to the Trustee) to (1) repurchase the affected Mortgage Loan within such 90-day period at a price (the “Purchase Price”) generally equal to the sum of (i) the unpaid principal balance of such Mortgage Loan, (ii) the unpaid accrued interest on such Mortgage Loan (calculated at the applicable Mortgage Rate) to but not including the Due Date in the Collection Period in which the purchase is to occur and (iii) certain Additional Trust Fund Expenses in respect of such Mortgage Loan, including but not limited to, servicing expenses that are reimbursable to the Master Servicer, the Special Servicer or the Trustee plus any interest thereon and on any related P&I Advances or (2) substitute a Qualified Substitute Mortgage Loan for such Mortgage Loan and pay the Master Servicer for deposit into the Certificate Account a shortfall amount equal to the difference between the Purchase Price of the deleted Mortgage Loan calculated as of the date of substitution and the Stated Principal Balance of such Qualified Substitute Mortgage Loan as of the date of substitution (the “Substitution Shortfall Amount”); provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage Loan Seller will generally have an additional 90-day period to deliver the document or cure the defect, as the case may be, if it is diligently proceeding to effect such delivery or cure and provided further, that no such document omission or defect (other than with respect to the Mortgage Note, the Mortgage, the title insurance policy, the ground lease or any letter of credit) will be considered to materially and adversely affect the interests of the Certificateholders in, or the value of, the affected Mortgage Loans unless the document with respect to which the document omission or defect exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate significant servicing obligation. The foregoing repurchase or substitution obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured failure to deliver, or any uncured defect in, a constituent Mortgage Loan document. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor.

To the extent set forth in the Pooling and Servicing Agreement the Trustee will promptly cause each of the assignments described in clauses (iv), (v) and (x) of the second preceding paragraph to be submitted for recording or filing, as applicable, in the appropriate public records. See “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Assignment of Mortgage Assets; Repurchases” in the Prospectus.

A “Qualified Substitute Mortgage Loan” is a mortgage loan which must, on the date of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of the Stated Principal Balance of the deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the deleted Mortgage Loan; (iii) have the same Due Date as the deleted Mortgage Loan; (iv) accrue interest on the same basis as the deleted Mortgage Loan (for example, on the basis of a 360-day year consisting of twelve 30-day months); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the deleted Mortgage Loan; (vi) have an original loan-to-value ratio not higher than that of the deleted Mortgage Loan and a current loan-to-value ratio not higher than the then-current loan-to-value ratio of the deleted Mortgage Loan; (vii) comply as of the date of substitution with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an environmental report with respect to the related Mortgaged Property which will be delivered as a part of the related servicing file; (ix) have an original debt service coverage ratio not less than the original debt service coverage ratio of the deleted Mortgage Loan; (x) be determined by an opinion of counsel to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date two years prior to the Rated Final Distribution Date; (xii) not be substituted for a deleted Mortgage Loan unless the Trustee has received prior confirmation in writing by each Rating Agency that such substitution will not result in the withdrawal, downgrade, or qualification of the rating assigned by the Rating Agency to any Class of Certificates then rated by the Rating Agency (the cost, if any, of obtaining such confirmation to be paid by the applicable Mortgage Loan Seller); (xiii) have a date of origination that is not more than 12 months prior to the date of substitution; (xiv) have been approved by the Controlling Class Representative; provided that such approval of the Controlling Class Representative may not be unreasonably withheld; and (xv) not be substituted for a deleted Mortgage Loan if it would result in the termination of the REMIC status of either of the REMICs or the imposition of tax on either of the REMICs other than a tax on income expressly permitted or contemplated to be received by the terms of the Pooling and Servicing Agreement. In the event that one or more mortgage loans are substituted for one or more deleted Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of aggregate principal balances and the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided, that no individual Mortgage Loan shall have a Mortgage Rate, net of the related Administrative Cost Rate, that is less than the highest Pass-Through Rate of any Class of Sequential Pay Certificates bearing a fixed rate. When a Qualified Substitute Mortgage Loan is substituted for a deleted Mortgage Loan, the applicable Mortgage Loan Seller will be required to certify that such Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee.

In each Mortgage Loan Purchase Agreement, the applicable Mortgage Loan Seller has represented and warranted with respect to each Mortgage Loan (subject to certain exceptions specified in each Mortgage Loan Purchase Agreement), as of the Closing Date, or as of such other date specifically provided in the representation and warranty, among other things, generally that:


	(i) the information set forth in the schedule of Mortgage Loans attached to the applicable Mortgage Loan Purchase Agreement (which contains certain of the information set forth in Annex A-1 to this Prospectus Supplement) was true and correct in all material respects as of the Cut-Off Date;

	(ii) as of the date of its origination, such Mortgage Loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan;

	(iii) immediately prior to the sale, transfer and assignment to the Depositor, the applicable Mortgage Loan Seller had good and marketable title to, and was the sole owner of, each Mortgage


	Loan, and is transferring the Mortgage Loan free and clear of any and all liens, pledges, charges, security interests or any other ownership interests of any nature encumbering such Mortgage Loan;

	(iv) the proceeds of such Mortgage Loan have been fully disbursed and there is no requirement for future advances thereunder by the mortgagee;

	(v) each related Mortgage Note, Mortgage, assignment of leases, if any, and other agreements executed in connection with such Mortgage Loan is the legal, valid and binding obligation of the related mortgagor (subject to any nonrecourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such Mortgage Loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provisions nor the inclusion of any such provision renders any of the Mortgage Loan documents invalid as a whole and such Mortgage Loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby, and (b) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);

	(vi) as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related Mortgage Notes, Mortgage(s) or other agreements executed in connection therewith, and, as of the Cut-Off Date, there was no valid offset, defense, counterclaim or right to rescission with respect to such Mortgage Note, Mortgage(s) or other agreements, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges;

	(vii) each related assignment of Mortgage and assignment of assignment of leases from the applicable Mortgage Loan Seller to the Trustee constitutes the legal, valid and binding first priority assignment from such Mortgage Loan Seller (subject to the customary limitations set forth in (v) above);

	(viii) the related Mortgage is a valid and enforceable first lien on the related Mortgaged Property except for the exceptions set forth in paragraph (v) above and (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (c) the exceptions (general and specific) and exclusions set forth in the related title insurance policy or appearing of record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the Mortgaged Property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases) and (f) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the Mortgaged Property or the security


	intended to be provided by such Mortgage or with the mortgagor’s ability to pay its obligations under the Mortgage Loan when they become due or materially and adversely affects the value of the Mortgaged Property;

	(ix) all real estate taxes and governmental assessments, or installments thereof, which would be a lien on the Mortgaged Property and that prior to the Cut-Off Date have become delinquent in respect of the related Mortgaged Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established;

	(x) as of the Cut-Off Date, and to the applicable Mortgage Loan Seller’s actual knowledge based solely upon due diligence customarily performed with the origination of comparable mortgage loans by the Mortgage Loan Seller, each related Mortgaged Property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would materially and adversely affect the value of such Mortgaged Property as security for the Mortgage Loan and to the applicable Mortgage Loan Seller’s actual knowledge as of the Cut-Off Date there was no proceeding pending for the total or partial condemnation of such Mortgaged Property;

	(xi) as of the date of its origination, all insurance coverage required under each related Mortgage, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related Mortgaged Property in the jurisdiction in which such Mortgaged Property is located, and with respect to a fire and extended perils insurance policy, was in an amount (subject to a customary deductible) at least equal to the lesser of (a) the replacement cost of improvements located on such Mortgaged Property, or (b) the initial principal balance of the Mortgage Loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions, and was in full force and effect with respect to each related Mortgaged Property;

	(xii) as of the Closing Date, each Mortgage Loan was not, and in the prior 12 months (or since the date of origination if such Mortgage Loan has been originated within the past 12 months), has not been, 30 days or more past due in respect of any Scheduled Payment; and

	(xiii) one or more environmental site assessments or updates thereof were performed by an environmental consulting firm independent of the applicable Mortgage Loan Seller and the applicable Mortgage Loan Seller’s affiliates with respect to each related Mortgaged Property during the 18-month period preceding the origination of the related Mortgage Loan, and the applicable Mortgage Loan Seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s) referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such Mortgaged Property that was not disclosed in such report(s).

In the case of a breach of any of the representations and warranties in any Mortgage Loan Purchase Agreement that materially and adversely affects the value of a Mortgage Loan or the interests of any Certificateholder, the applicable Mortgage Loan Seller, if it does not cure such breach within a period of 90 days following its receipt of notice thereof, is obligated pursuant to the applicable Mortgage Loan Purchase Agreement (the relevant rights under which have been assigned by the Depositor to the Trustee) to either substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount or to repurchase the affected Mortgage Loan within such 90-day period at the applicable Purchase Price; provided that, unless the breach would cause the Mortgage Loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Code, the applicable Mortgage Loan Seller generally has an additional 90-day period to cure such breach if it is diligently proceeding with such cure. Each Mortgage Loan Seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be the responsibility of the Depositor.

The foregoing substitution or repurchase obligation constitutes the sole remedy available to the Certificateholders and the Trustee for any uncured breach of any Mortgage Loan Seller’s representations

If (i) any Mortgage Loan is required to be repurchased or substituted for in the manner described above in “—Assignment of the Mortgage Loans; Repurchases and Substitutions” or “—Representations and Warranties; Repurchases and Substitutions”, (ii) such Mortgage Loan is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a “Crossed Loan” and, collectively, a “Crossed Group”), and (iii) the applicable document omission or defect (a “Defect”) or breach of a representation and warranty (a “Breach”) does not constitute a Defect or Breach, as the case may be, as to any other Crossed Loan in such Crossed Group (without regard to this paragraph), then the applicable Defect or Breach, as the case may be, will be deemed to constitute a Defect or Breach, as the case may be, as to any other Crossed Loan in the Crossed Group for purposes of this paragraph, and the related Mortgage Loan Seller will be required to repurchase or substitute for such other Crossed Loan(s) in the related Crossed Group as provided above in “—Assignment of the Mortgage Loans; Repurchases and Substitutions” or “—Representations and Warranties; Repurchases and Substitutions” unless: (i) the debt service coverage ratio for all of the remaining Crossed Loans for the four calendar quarters immediately preceding the repurchase or substitution is not less than the debt service coverage ratio for all such related Crossed Loans, including the affected Crossed Loan, for the four calendar quarters immediately preceding the repurchase or substitution, (ii) the loan-to-value ratio for any of the remaining related Crossed Loans, determined at the time of repurchase or substitution, is not greater than the loan-to-value ratio for all such related Crossed Loans, including the affected Crossed Loan, determined at the time of repurchase or substitution, and (iii) the Trustee receives an opinion of counsel to the effect that such repurchase or substitution is permitted by the REMIC provisions. In the event that one or more of such other Crossed Loans satisfy the aforementioned criteria, the Mortgage Loan Seller may elect either to repurchase or substitute for only the affected Crossed Loan as to which the related Breach or Defect exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group.

To the extent that the related Mortgage Loan Seller repurchases or substitutes for an affected Crossed Loan as described in the immediately preceding paragraph while the Trustee continues to hold any related Crossed Loans, the related Mortgage Loan Seller and the Depositor have agreed in the related Mortgage Loan Purchase Agreement to forbear from enforcing any remedies against the other’s Primary Collateral (as defined below), but each is permitted to exercise remedies against the Primary Collateral securing its respective affected Crossed Loans, including, with respect to the Trustee, the Primary Collateral securing Mortgage Loans still held by the Trustee. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until the loan documents evidencing and securing the relevant Mortgage Loans can be modified in a manner that complies with the Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies or some other accommodation can be reached. “Primary Collateral” means the Mortgaged Property directly securing a Crossed Loan and excluding any property as to which the related lien may only be foreclosed upon by virtue of the cross collateralization features of such loans.

The descriptions in this Prospectus Supplement of the Mortgage Loans and the Mortgaged Properties are based upon the Mortgage Pool as it is expected to be constituted as of the close of business on the Closing Date, assuming that (i) all scheduled principal and interest payments due on or before the Cut-Off Date will be made, and (ii) there will be no principal prepayments on or before the Cut-Off Date. Prior to the issuance of the Certificates, Mortgage Loans may be removed from the Mortgage Pool as a result of prepayments, delinquencies, incomplete documentation or otherwise, if the Depositor or the applicable Mortgage Loan Seller deems such removal necessary, appropriate or desirable. A limited number of other mortgage loans may be included in the Mortgage Pool prior to the issuance of the Certificates, unless including such mortgage loans would materially alter the characteristics of the Mortgage Pool as described in this Prospectus Supplement. The Depositor believes that the information set forth in this Prospectus Supplement will be representative of the characteristics of the Mortgage Pool as it will be constituted at the time the Certificates are issued, although the range of Mortgage Rates and maturities as well as other characteristics of the Mortgage Loans described in this Prospectus Supplement may vary.

A Current Report on Form 8-K (the “Form 8-K”) will be available to purchasers of the Offered Certificates on or shortly after the Closing Date and will be filed, together with the Pooling and Servicing Agreement, with the Securities and Exchange Commission within fifteen days after the initial issuance of the Offered Certificates.

The Master Servicer and the Special Servicer, either directly or through sub-servicers, are required to service and administer the Mortgage Loans (other than the Chelsea Market Loan and the Regency Square Mall Loan) for the benefit of the Certificateholders, and the Companion Loans (other than the Chelsea Market Companion Loan and the Regency Square Mall Companion Loan) for the holder of such Companion Loans, in accordance with applicable law, the terms of the Pooling and Servicing Agreement, the terms of the related Intercreditor Agreement, if applicable, and the terms of the respective Mortgage Loans and, if applicable, the Companion Loans, to the extent consistent with the foregoing, (a) in the same manner in which, and with the same care, skill, prudence and diligence with which, the Master Servicer or the Special Servicer, as the case may be, generally services and administers similar mortgage loans with similar borrowers (i) for other third-parties, giving due consideration to customary and usual standards of practice of prudent institutional commercial mortgage lenders servicing their own loans, or (ii) held in its own portfolio, whichever standard is higher, (b) with a view to the maximization of the recovery on such Mortgage Loans on a net present value basis and the best interests of the Certificateholders and the Trust or, if a Co-Lender Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) and any related Companion Loan (a “Loan Pair”) are involved, with view towards the maximization of recovery on such Loan Pair to the Certificateholders, the holder of any such Companion Loan and the Trust Fund (as collective whole, taking into account that the AB Companion Loans related to the AB Mortgage Loans or the Park City Center Loan are subordinate to the applicable AB Mortgage Loans or the Park City Center Loan, as applicable, to the extent set forth in the related Intercreditor Agreement) and (c) without regard to (i) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any affiliate thereof, may have with the related borrower, the Mortgage Loan Sellers or any other party to the Pooling and Servicing Agreement or any affiliate thereof; (ii) the ownership of any Certificate or Companion Loan by the Master Servicer or the Special Servicer, as the case may be, or by any affiliate thereof; (iii) the right of the Master Servicer or the Special Servicer, as the case may be, to receive compensation or other fees for its services rendered pursuant to the Pooling and Servicing Agreement; (iv) the obligation of the Master Servicer to make Advances (as defined in this Prospectus Supplement); (v) the ownership, servicing or management by the Master Servicer or the Special Servicer or any affiliate thereof for others of any other mortgage loans or real

The Master Servicer and the Special Servicer may appoint sub-servicers with respect to the Mortgage Loans; provided that the Master Servicer and the Special Servicer will remain obligated under the Pooling and Servicing Agreement for the servicing of the Mortgage Loans (other than the Chelsea Market Loan and the Regency Square Mall Loan). The Trust Fund will not be responsible for any fees owed to any sub-servicer retained by the Master Servicer or the Special Servicer. Each sub-servicer retained thereby will be reimbursed by the Master Servicer or the Special Servicer, as the case may be, for certain expenditures which it makes, generally to the same extent the Master Servicer or Special Servicer would be reimbursed under the Pooling and Servicing Agreement.

Set forth below, following the subsection captioned “—The Master Servicer and the Special Servicer,” is a description of certain pertinent provisions of the Pooling and Servicing Agreement relating to the servicing of the Mortgage Loans and Companion Loans (but excluding the Chelsea Market Loan and the Regency Square Mall Loan and their respective Companion Loans). Reference is also made to the Prospectus, in particular to the section captioned “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS,” for important information in addition to that set forth in this Prospectus Supplement regarding the terms and conditions of the Pooling and Servicing Agreement as they relate to the rights and obligations of the Master Servicer and Special Servicer thereunder. The Special Servicer generally has all of the rights to indemnity and reimbursement, and limitations on liability, that the Master Servicer is described as having in the Prospectus and certain additional rights to indemnity as provided in the Pooling and Servicing Agreement relating to actions taken at the direction of the Controlling Class Representative, and the Special Servicer rather than the Master Servicer will perform the servicing duties described in the Prospectus with respect to Specially Serviced Mortgage Loans and REO Properties (each as described in this Prospectus Supplement). In addition to the circumstances for resignation of the Master Servicer set forth in the Prospectus, the Master Servicer and the Special Servicer each has the right to resign at any other time provided that (i) a willing successor thereto has been found, (ii) each of the Rating Agencies confirms in writing that the successor’s appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any Class of Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. See “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certain Matters Regarding the Master Servicer and the Depositor” in the Prospectus.

Wachovia Bank, National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement (in such capacity, the “Master Servicer”), will be responsible for servicing the Mortgage Loans (other than Specially Serviced Mortgage Loans, REO Properties, the Chelsea Market Loan and the Regency Square Mall Loan). Although the Master Servicer will be authorized to employ agents, including sub-servicers, to directly service the Mortgage Loans for which it will be responsible, the Master Servicer will remain liable for its servicing obligations under the Pooling and Servicing Agreement.

Wachovia Bank, National Association is a wholly owned subsidiary of Wachovia Corporation, and is our affiliate and one of the Mortgage Loan Sellers and an affiliate of one of the Underwriters. Wachovia Bank, National Association’s principal servicing offices are located at NC 1075, 8739 Research Drive URP4, Charlotte, North Carolina 28262.

As of September 30, 2003, Wachovia Bank, National Association and its affiliates were responsible for master or primary servicing approximately 9,536 commercial and multifamily loans, totaling approximately $83.2 billion in aggregate outstanding principal amounts, including loans securitized in mortgage-backed securitization transactions.

The information set forth in this Prospectus Supplement concerning Wachovia Bank, National Association in its capacity as Master Servicer has been provided by Wachovia Bank, National Association, and neither the Depositor nor the Underwriters make any representation or warranty as to the accuracy or completeness of such information. Wachovia Bank, National Association (apart from its obligations as a Mortgage Loan Seller and except for the information in the first three paragraphs under this heading) will make no representations as to the validity or sufficiency of the Pooling and Servicing Agreement, the Certificates, the Mortgage Loans, this Prospectus Supplement or related documents.

Clarion Partners, LLC, a New York limited liability company, will initially be appointed as special servicer under the Pooling and Servicing Agreement (the “Special Servicer”), and will be responsible for servicing the Specially Serviced Mortgage Loans and REO Properties. The principal servicing offices of the Special Servicer are located 230 Park Avenue, 12th Floor, New York, New York 10169, and its telephone number is (212) 883-2500. As of February 28, 2003, the Special Servicer was actively servicing, as Special Servicer, 3 commercial and multifamily loans and REO properties with a principal balance of approximately $137 million. The Special Servicer is named as special servicer on 5 commercial mortgage-backed securitization transactions totaling approximately $5.4 billion in aggregate outstanding principal amount representing approximately 525 assets. The Special Servicer and its affiliates own and are in the business of acquiring assets similar in type to the assets of the Trust Fund. Accordingly, the assets of the Special Servicer and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the Mortgaged Properties for tenants, purchasers, financing and so forth.

The information set forth herein regarding the Special Servicer has been provided by Clarion Partners, LLC and neither the Depositor nor any Underwriter makes any representation or warranty as to the accuracy or completeness of such information.

The Pooling and Servicing Agreement permits the holder (or holders) of the majority of the Voting Rights allocated to the Controlling Class to replace the Special Servicer and to select a representative (the “Controlling Class Representative”) who may advise the Special Servicer and whose approval is required for certain actions by the Special Servicer under certain circumstances. The Controlling Class Representative is selected by holders of Certificates representing more than 50% of the Certificate Balance of the Controlling Class. See “—The Controlling Class Representative” in this Prospectus Supplement. Such holder (or holders) will be required to pay all out-of-pocket costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default, including without limitation, any costs relating to Rating Agency confirmation and legal fees associated with the transfer. The “Controlling Class” is the Class of Sequential Pay Certificates, (a) which bears the latest alphabetical Class designation and (b) the Certificate Balance of which is greater than 25% of its original Certificate Balance; provided, however, that if no Class of Sequential Pay Certificates satisfies clause (b) above, the Controlling Class shall be the outstanding Class of Certificates (other than the Class Z Certificates, the REMIC Residual Certificates or the Class X Certificates) bearing the latest alphabetical Class designation. The Class A-1, Class A-2, Class A-3 and Class A-4 Certificates will be treated as one Class for determining the Controlling Class. Any such replacement of a Special Servicer will be subject to, among other things, (i) the delivery of notice of the proposed replacement to the Rating Agencies and receipt of written confirmation from the Rating Agencies that the replacement will not result in a qualification, downgrade or withdrawal of any of the then current ratings assigned to the Certificates, and (ii) the written agreement of the successor Special Servicer to be bound by the terms and conditions of the Pooling and Servicing Agreement. See “DESCRIPTION OF THE CERTIFICATES—Voting Rights” in this Prospectus Supplement and the accompanying Prospectus.

The Special Servicer is responsible for servicing and administering any Mortgage Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) or Companion Loan (other than the

Chelsea Market Pari Passu Loan and the Regency Square Mall Pari Passu Loan) as to which (a) the related mortgagor has (i) failed to make when due any Balloon Payment unless the Master Servicer has, on or prior to the due date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment to refinance such Mortgage Loan or Companion Loan within 120 days after the due date of such Balloon Payment (provided that if such refinancing does not occur during such time specified in the commitment, a Servicing Transfer Event will be deemed to have occurred), or (ii) failed to make when due any Periodic Payment (other than a Balloon Payment), and such failure has continued unremedied for 60 days; (b) the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) has determined, in its good faith reasonable judgment and in accordance with the Servicing Standard, based on communications with the related mortgagor, that a default in making a Periodic Payment (including a Balloon Payment) is likely to occur and is likely to remain unremedied for at least 60 days; (c) there shall have occurred a default (other than as described in clause (a) above and, in certain circumstances, the failure to maintain insurance for terrorist or similar attacks or for other risks required by the mortgage loan documents to be insured against pursuant to the terms of the Pooling and Servicing Agreement) that the Master Servicer or the Special Servicer (in the case of the Special Servicer, with the consent of the Controlling Class Representative) shall have determined, in its good faith and reasonable judgment and in accordance with the Servicing Standard, materially impairs the value of the Mortgaged Property as security for the Mortgage Loan and, if applicable, Companion Loan or otherwise materially adversely affects the interests of Certificateholders and that continues unremedied beyond the applicable grace period under the terms of the Mortgage Loan (or, if no grace period is specified, for 60 days and provided that a default that gives rise to an acceleration right without any grace period shall be deemed to have a grace period equal to zero); (d) a decree or order under any bankruptcy, insolvency or similar law shall have been entered against the related borrower and such decree or order shall have remained in force, undischarged, undismissed or unstayed for a period of 60 days; (e) the related borrower shall consent to the appointment of a conservator or receiver or liquidator in any insolvency or similar proceedings of or relating to such related borrower or of or relating to all or substantially all of its property; (f) the related borrower shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily suspend payment of its obligations; or (g) the Master Servicer shall have received notice of the commencement of foreclosure or similar proceedings with respect to the related Mortgaged Property (each event described in clauses (a) through (g) above, a “Servicing Transfer Event”).

In general, as long as the related Co-Lender Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) is owned by the Trust, each Companion Loan will be serviced and administered under the Pooling and Servicing Agreement as if it were a Mortgage Loan and the holder of the related Mortgage Note were a Certificateholder. If a Companion Loan (other than the Chelsea Market Companion Loan and the Regency Square Mall Loan) becomes specially serviced, then the Co-Lender Loan will become a Specially Serviced Mortgage Loan. If a Co-Lender Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) becomes a Specially Serviced Mortgage Loan, then the related Companion Loan will become a Specially Serviced Mortgage Loan.

If any amounts due under the AB Mortgage Loans or the related Companion Loans are accelerated after an event of default under the applicable Mortgage Loan documents, the holder of the related Companion Loan will be entitled to purchase the related Mortgage Loan at the price described under “DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans” in this Prospectus Supplement.

If a Servicing Transfer Event occurs with respect to any Mortgage Loan (other than the Chelsea Market Loan or the Regency Square Mall Loan) or a related Companion Loan, the Master Servicer is in general required to transfer its servicing responsibilities with respect to such Mortgage Loan and Companion Loan to the Special Servicer. Notwithstanding such transfer, the Master Servicer will continue to receive payments on such Mortgage Loan and Companion Loan (including amounts collected by the Special Servicer), to make certain calculations with respect to such Mortgage Loan and Companion Loan,

A Mortgage Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) or its related Companion Loan will cease to be a Specially Serviced Mortgage Loan (and will become a “Corrected Mortgage Loan” as to which the Master Servicer will re-assume servicing responsibilities):


	(a) with respect to the circumstances described in clause (a) of the definition of Servicing Transfer Event, when the related borrower has made three consecutive full and timely Periodic Payments under the terms of such Mortgage Loan (as such terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, waiver or amendment granted or agreed to by the Special Servicer);

	(b) with respect to any of the circumstances described in clauses (b), (d), (e) and (f) of the definition of Servicing Transfer Event, when such circumstances cease to exist in the good faith, reasonable judgment of the Special Servicer, but, with respect to any bankruptcy or insolvency proceedings described in clauses (d), (e) and (f) no later than the entry of an order or decree dismissing such proceeding;

	(c) with respect to the circumstances described in clause (c) of the definition of Servicing Transfer Event, when such default is cured; and

	(d) with respect to the circumstances described in clause (g) of the definition of Servicing Transfer Event, when such proceedings are terminated;

so long as at that time no other Servicing Transfer Event then exists and provided no additional default is foreseeable in the reasonable good faith judgment of the Special Servicer.

Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair

The Chelsea Market Loan Pair and the Regency Square Mall Loan Pair and any related REO Property are being serviced under the 2003-C7 Pooling and Servicing Agreement and therefore the 2003-C7 Master Servicer and/or the 2003-C7 Trustee will generally make advances and remit collections on the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair to or on behalf of the Trust Fund. The servicing arrangements under the 2003-C7 Pooling and Servicing Agreement are generally similar to the servicing arrangements under the Pooling and Servicing Agreement.


	•	The 2003-C7 Master Servicer is Wachovia Bank, National Association and the 2003-C7 Special Servicer is Clarion Partners, LLC, who will respectively be the master servicer and the special servicer for the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair.

	•	The 2003-C7 Trustee, is Wells Fargo Bank Minnesota, N.A., who will be the mortgagee of record for the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair.

	•	The Master Servicer, the Special Servicer or the Trustee under the Pooling and Servicing Agreement will have no obligation or authority to (a) supervise the 2003-C7 Master Servicer, the 2003-C7 Special Servicer or 2003-C7 Trustee or (b) make servicing advances with respect to the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair. The obligation of the Master Servicer to provide information and collections to the Trustee and the Certificateholders with respect to the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair is dependent on


		its receipt of the corresponding information and collection from the 2003-C7 Master Servicer or the 2003-C7 Special Servicer.

	•	The Controlling Class Representative will generally share with the 2003-C7 Controlling Class Representative the rights given to the 2003-C7 Controlling Class Representative under the 2003-C7 Pooling and Servicing Agreement to direct the servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair. See “—The Controlling Class Representative” below.

	•	Pursuant to the 2003-C7 Pooling and Servicing Agreement, the workout fee and liquidation fee with respect to the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair will be generally the same as under the Pooling and Servicing Agreement.

	•	The Master Servicer will be required to make P&I Advances with respect to the Chelsea Market Loan and the Regency Square Mall Loan that the 2003-C7 Master Servicer is required but fails to make, unless the 2003-C7 Master Servicer or the Master Servicer has determined that such advance would not be recoverable from collections on the Chelsea Market Loan and the Regency Square Mall Loan, respectively.

	•	If the 2003-C7 Master Servicer determines that a servicing advance it made with respect to the Chelsea Market Loan or the Regency Square Mall Loan or the related Mortgaged Property is nonrecoverable, it will be entitled to be reimbursed from general collections on all Mortgage Loans.

The principal compensation to be paid to the Master Servicer in respect of its servicing activities is the Master Servicing Fee. The “Master Servicing Fee” is payable monthly on a loan-by-loan basis from amounts received in respect of interest on each Mortgage Loan (including each Specially Serviced Mortgage Loan, and from REO Revenue with respect to each REO Mortgage Loan), is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at the related Master Servicing Fee Rate and is computed on the basis of the same principal amount respecting which any related interest payment due on the Mortgage Loan is computed. The “Master Servicing Fee Rate” is a per annum rate ranging from 0.0400% to 0.1000%. As of the Cut-Off Date the weighted average Master Servicing Fee Rate will be approximately .04660% per annum. The Master Servicer will not be entitled to receive a separate fee with respect to the Companion Loan unless such fee is expressly set forth in the related Intercreditor Agreement. Otherwise, all references in this Section to Mortgage Loans will include the Companion Loans.

The Chelsea Market Loan and the Regency Square Mall Loan will be serviced by the 2003-C7 Master Servicer. Notwithstanding the foregoing, the Master Servicer shall receive a Master Servicing Fee with respect to the Chelsea Market Loan and the Regency Square Mall Loan at a Master Servicing Fee Rate of 0.02%

If a borrower prepays a Mortgage Loan on a date that is prior to its Due Date in any Collection Period, the amount of interest (net of related Master Servicing Fees and, if applicable, Additional Interest) that accrues on the Mortgage Loan during such Collection Period will be less (such shortfall, a “Prepayment Interest Shortfall”) than the amount of interest (net of related Master Servicing Fees and, if applicable, Additional Interest and without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) that would have accrued on the Mortgage Loan through its Due Date. If such a principal prepayment occurs during any Collection Period after the Due Date for such Mortgage Loan in such Collection Period, the amount of interest (net of related Master Servicing Fees) that accrues and is collected on the Mortgage Loans during such Collection Period will exceed (such excess, a “Prepayment Interest Excess”) the amount of interest (net of related Master Servicing Fees, and without regard to any Prepayment Premium or Yield Maintenance Charge actually collected) that would have been collected on the Mortgage Loan during such Collection Period if the borrower had not prepaid. Any Prepayment Interest Excesses collected will be paid to the Master Servicer as additional servicing compensation. However, with respect to each Distribution Date, the Master Servicer is required to deposit into the Certificate Account (such deposit, a “Compensating Interest Payment”), without any right of

reimbursement therefor, with respect to each Mortgage Loan (other than a Specially Serviced Mortgage Loan and other than any Mortgage Loan on which the Special Servicer has waived a prepayment restriction) that was subject to a voluntary Principal Prepayment during the most recently ended Collection Period creating a Prepayment Interest Shortfall, an amount equal to the lesser of (i) the sum of (a) the Master Servicing Fee (up to a Master Servicing Fee Rate of 0.0200% per annum) received by the Master Servicer during such Collection Period on such Mortgage Loan and (b) investment income earned by the Master Servicer on the related Principal Prepayment during the most recently ended Collection Period, and (ii) the amount of the related Prepayment Interest Shortfall; provided, however, to the extent any such Prepayment Interest Shortfall is the result of the Master Servicer’s failure to enforce the applicable Mortgage Loan documents, the amount in clause (a) shall include the entire Master Servicing Fee on the applicable Mortgage Loan for such Collection Period. Compensating Interest Payments will not cover shortfalls in Mortgage Loan interest accruals that result from any liquidation of a defaulted Mortgage Loan, or of any REO Property acquired in respect thereof, that occurs during a Collection Period prior to the related Due Date therein or involuntary prepayments.

The principal compensation to be paid to the Special Servicer in respect of its special servicing activities is the Special Servicing Fee (together with the Master Servicing Fee, the “Servicing Fees”) and, under the circumstances described in this Prospectus Supplement, Liquidation Fees, as defined below, and Workout Fees. The “Special Servicing Fee” is calculated on the basis of a 360-day year consisting of twelve 30-day months, accrues at a rate (the “Special Servicing Fee Rate”) equal to 0.35% per annum and is computed on the basis of the same principal amount respecting which any related interest payment due on such Specially Serviced Mortgage Loan or REO Mortgage Loan, as the case may be; provided, however, such Special Servicing Fee shall equal at least $4,000 per Specially Serviced Mortgage Loan per month. However, earned Special Servicing Fees are payable out of general collections on the Mortgage Loans then on deposit in the Certificate Account. The Special Servicing Fee with respect to any Specially Serviced Mortgage Loan (or REO Mortgage Loan) will cease to accrue if such loan (or the related REO Property) is liquidated or if such loan becomes a Corrected Mortgage Loan. The Special Servicer is entitled to a “Liquidation Fee” with respect to each Specially Serviced Trust Fund Asset, which Liquidation Fee generally will be in an amount equal to 1.00% of all amounts received in respect of such Mortgage Loan or the related REO Property, as applicable, payable by withdrawal from such amounts on deposit in the Certificate Account. However, no Liquidation Fee will be payable in connection with, or out of, insurance proceeds or liquidation proceeds resulting from the purchase of any Specially Serviced Trust Fund Asset (i) by a Mortgage Loan Seller (as described in this Prospectus Supplement under “DESCRIPTION OF THE MORTGAGE POOL—Assignment of the Mortgage Loans; Repurchases and Substitutions” and “—Representations and Warranties; Repurchases and Substitutions”), (ii) by the Master Servicer, the Special Servicer, the Majority Subordinate Certificateholder or the purchasing Certificateholder as described in this Prospectus Supplement under “DESCRIPTION OF THE CERTIFICATES—Termination” or (iii) in certain other limited circumstances, including in connection with the purchase of certain of the Co-Lender Loans as described under “DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans” in this Prospectus Supplement. The Special Servicer also is entitled to a “Workout Fee” with respect to each Corrected Mortgage Loan, which is generally equal to 1.00% of all payments of interest and principal received on such Mortgage Loan for so long as it remains a Corrected Mortgage Loan, payable by withdrawal from such amounts on deposit in the Certificate Account. If the Special Servicer is terminated or resigns, it will retain the right to receive any and all Workout Fees payable with respect to any Mortgage Loan that became a Corrected Mortgage Loan during the period that it acted as Special Servicer and remained a Corrected Mortgage Loan at the time of its termination or resignation or if the Special Servicer resolved the circumstances and/or conditions (including by way of a modification of the related Mortgage Loan documents) causing the Mortgage Loan to be a Specially Serviced Mortgage Loan, but the Mortgage Loan had not as of the time the Special Servicer is terminated or resigns become a Corrected Mortgage Loan because the related borrower had not made three consecutive monthly debt service payments and subsequently becomes a Corrected Mortgage Loan as a result of making such three consecutive payments. The successor Special Servicer will not be entitled to any portion of those Workout Fees.

As additional servicing compensation, the Master Servicer or the Special Servicer is entitled to retain all modification fees, assumption fees, defeasance fees, assumption application fees, late payment charges and default interest (to the extent not used to offset interest on Advances, Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) and the cost of property inspections as provided in the Pooling and Servicing Agreement) and Prepayment Interest Excesses collected from borrowers on Mortgage Loans. In addition, to the extent the Master Servicer or the Special Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on Advances or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and/or Liquidation Fees) related to such Mortgage Loan has been paid and not previously reimbursed to the Trust Fund, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest or Additional Trust Fund Expenses. In addition, each of the Master Servicer and the Special Servicer is authorized to invest or direct the investment of funds held in those accounts maintained by it that relate to the Mortgage Loans or REO Properties, as the case may be, in certain short-term United States government securities and certain other permitted investment grade obligations, and the Master Servicer and the Special Servicer each will be entitled to retain any interest or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right to reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement.

Each of the Master Servicer and Special Servicer is, in general, required to pay all ordinary expenses incurred by it in connection with its servicing activities under the Pooling and Servicing Agreement, including the fees of any sub-servicers retained by it, and is not entitled to reimbursement therefor except as expressly provided in the Pooling and Servicing Agreement. However, each of the Master Servicer and Special Servicer is permitted to pay certain of such expenses (including certain expenses incurred as a result of a Mortgage Loan default) directly out of the Certificate Account and at times without regard to the Mortgage Loan with respect to which such expenses were incurred. See “DESCRIPTION OF THE CERTIFICATES—Distributions” in this Prospectus Supplement and “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account” and “—Servicing Compensation and Payment of Expenses” in the Prospectus.

As and to the extent described in this Prospectus Supplement under “DESCRIPTION OF THE CERTIFICATES—P&I Advances,” each of the Master Servicer and the Trustee is entitled to receive interest, at the Reimbursement Rate, on any reimbursable servicing expenses incurred by it. Such interest will compound annually and will be paid, contemporaneously with the reimbursement of the related servicing expense, first out of late payment charges and default interest received on the related Mortgage Loan and then from general collections on the Mortgage Loans then on deposit in the Certificate Account. In addition, to the extent the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on servicing expenses related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account and not previously reimbursed, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest.

The Pooling and Servicing Agreement permits the Special Servicer (subject, with respect to the Co-Lender Loans, to certain rights of the holder of any related Companion Loan) to modify, waive or amend any term of any Mortgage Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) if (a) it determines, in accordance with the Servicing Standard described under “—General” above, that it is appropriate to do so and the Special Servicer determines that such modification, waiver or amendment is not “significant” within the meaning of Treasury Regulations Section 1.860G-2(b), and (b) except as described in the following paragraph, such modification, waiver or amendment, will not (i) affect the amount or timing of any related payments of principal, interest or other amount (including Prepayment Premiums and Yield Maintenance Charges) payable under the Mortgage Loan, (ii) affect the obligation of the related borrower to pay a Prepayment Premium or Yield Maintenance Charge or permit

a principal prepayment during the applicable Lockout Period, (iii) except as expressly provided by the related Mortgage or in connection with a material adverse environmental condition at the related Mortgaged Property, result in a release of the lien of the related Mortgage on any material portion of such Mortgaged Property without a corresponding principal prepayment in an amount not less than the fair market value of the property released, (iv) if such Mortgage Loan is equal to or in excess of 5% of the then aggregate current principal balances of all Mortgage Loans or $35,000,000 (or $25,000,000 with respect to Moody’s), or is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, permit the transfer of (A) the related Mortgaged Property or any interest therein or (B) equity interests in the related borrower or an equity owner of the borrower that would result, in the aggregate during the term of the related Mortgage Loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the Certificates, (v) allow any additional lien on the related Mortgaged Property if such Mortgage Loan is equal to or in excess of 2% (or 5% with respect to Moody’s) of the then aggregate current principal balances of the Mortgage Loans or $20,000,000 (or $25,000,000 with respect to Moody’s), is one of the ten largest Mortgage Loans by Stated Principal Balance as of such date, or with respect to S&P only, has an aggregate LTV that is equal to or greater than 85% or has an aggregate DSCR that is less than 1.2x, without the prior written confirmation from each Rating Agency (as applicable) that such change will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the Certificates, or (vi) in the good faith, reasonable judgment of the Special Servicer, materially impair the security for the Mortgage Loan or reduce the likelihood of timely payment of amounts due thereon.

Notwithstanding clause (b) of the preceding paragraph and, with respect to the Co-Lender Loans (other than the Chelsea Market Loan and the Regency Square Mall Loan), subject to certain rights of the holder of any related Companion Loan, the Special Servicer may (i) reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal, accrued interest and/or any Prepayment Premium or Yield Maintenance Charge, (ii) reduce the amount of the Periodic Payment on any Specially Serviced Mortgage Loan, including by way of a reduction in the related Mortgage Rate, (iii) forbear in the enforcement of any right granted under any Mortgage Note or Mortgage relating to a Specially Serviced Mortgage Loan, (iv) extend the maturity date of any Specially Serviced Mortgage Loan, and/or (v) accept a principal prepayment during any Lockout Period; provided that (x) the related borrower is in default with respect to the Specially Serviced Mortgage Loan or, in the reasonable, good faith judgment of the Special Servicer, such default by the borrower is reasonably foreseeable, (y) in the reasonable, good faith judgment of the Special Servicer, such modification, would increase the recovery to Certificateholders on a net present value basis and (z) such modification, waiver or amendment does not result in a tax being imposed on the Trust Fund or cause either REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC at any time the Certificates are outstanding. In no event, however, is the Special Servicer permitted to (i) extend the maturity date of a Mortgage Loan beyond a date that is two years prior to the Rated Final Distribution Date, (ii) reduce the Mortgage Rate of a Mortgage Loan to less than the lesser of (a) the original Mortgage Rate of such Mortgage Loan, (b) the highest Pass-Through Rate of any Class of Certificates (other than the Class X Certificates) then outstanding, or (c) a rate below the then prevailing interest rate for comparable loans, as determined by the Special Servicer, (iii) if the Mortgage Loan is secured by a ground lease (and not also by the corresponding fee simple interest), extend the maturity date of such Mortgage Loan beyond a date which is 20 years prior to the expiration of the term of such ground lease or (iv) defer interest due on any Mortgage Loan in excess of 10% of the Stated Principal Balance of such Mortgage Loan or defer the collection of interest on any Mortgage Loan without accruing interest on such deferred interest at a rate at least equal to the Mortgage Rate of such Mortgage Loan. The Special Servicer will have the ability, subject to the servicing standard described under “—General” above, to modify Mortgage Loans with respect to which default is reasonably foreseeable, but which are not yet in default.

The Special Servicer is required to notify the Trustee, the Master Servicer, the Controlling Class Representative and the Rating Agencies and, with respect to the Co-Lender Loans (other than the Chelsea Market Loan and the Regency Square Mall Loan), subject to certain rights of the holder of the related Companion Loan of any material modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan, and to deliver to the Trustee or the related Custodian (with a copy to the Master Servicer), for deposit in the related Mortgage File, an original counterpart of the agreement related to such modification, waiver or amendment, promptly (and in any event within ten business days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any Specially Serviced Mortgage Loan is effected are required to be available for review during normal business hours at the offices of the Special Servicer. See “DESCRIPTION OF THE CERTIFICATES—Reports to Certificateholders; Available Information” in this Prospectus Supplement.

For any Mortgage Loan other than a Specially Serviced Mortgage Loan and other than the Chelsea Market Loan and the Regency Square Mall Loan and subject to the rights of the Special Servicer, the Master Servicer is responsible for any request by a borrower for the consent to modify, waive or amend certain terms as specified in the Pooling and Servicing Agreement, including, without limitation, (i) approving certain leasing activity, (ii) approving certain substitute property managers, (iii) approving certain waivers regarding the timing or need to audit certain financial statements and (iv) approving certain consents with respect to right-of-ways and easements and consents to subordination of the related Mortgage Loan to such easements or right-of-ways.

Subject to the succeeding paragraphs, the Controlling Class Representative is entitled to advise the Special Servicer with respect to the following actions of the Special Servicer and, the Special Servicer is not permitted to take any of the following actions as to which the Controlling Class Representative, has objected in writing within ten business days of being notified thereof (provided that if such written objection has not been received by the Special Servicer within such ten business day period, then the Controlling Class Representative’s approval will be deemed to have been given):


	(i) any actual or proposed foreclosure upon or comparable conversion (which may include acquisitions of an REO Property) of the ownership of properties securing such of the Specially Serviced Mortgage Loans as come into and continue in default;

	(ii) any modification or waiver of any term of the related Mortgage Loan Documents of a Mortgage Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) that relates to the Maturity Date, Mortgage Rate, principal balance, amortization term, payment frequency or any provision requiring the payment of a Prepayment Premium or Yield Maintenance Charge (other than a modification consisting of the extension of the maturity date of a Mortgage Loan (other than the Chelsea Market Loan and the Regency Square Mall Loan) for one year or less) or a material non-monetary term;

	(iii) any actual or proposed sale of an REO Property (other than an REO Property relating to the Chelsea Market Loan or the Regency Square Mall Loan) (other than in connection with the termination of the Trust Fund as described under “DESCRIPTION OF THE CERTIFICATES—Termination” in this Prospectus Supplement or pursuant to a Purchase Option as described below under “—Defaulted Mortgage Loans; REO Properties; Purchase Option”);

	(iv) any determination to bring an REO Property (other than an REO Property relating to the Chelsea Market Loan or the Regency Square Mall Loan) into compliance with applicable environmental laws or to otherwise address hazardous materials located at an REO Property (other than an REO Property relating to the Chelsea Market Loan or the Regency Square Mall Loan);

	(v) any acceptance of substitute or additional collateral or release of material collateral for a Mortgage Loan (other than with respect to the Chelsea Market Loan or the Regency Square Mall Loan) unless required by the underlying loan documents;


	(vi) any waiver of a “due-on-sale” or “due-on-encumbrance” clause (other than with respect to the Chelsea Market Loan or the Regency Square Mall Loan);

	(vii) any release of any performance or “earn-out” reserves, escrows or letters of credit; and

	(viii) any acceptance of an assumption agreement releasing a borrower from liability under a Mortgage Loan (other than with respect to the Chelsea Market Loan or the Regency Square Mall Loan).

In addition, the Controlling Class Representative may, direct the Special Servicer to take, or to refrain from taking, such other actions as the Controlling Class Representative may deem advisable or as to which provision is otherwise made in the Pooling and Servicing Agreement; provided that no such direction and no objection contemplated by the prior paragraph may (i) require or cause the Special Servicer to violate any REMIC provisions, any provision of the Pooling and Servicing Agreement or applicable law, including the Special Servicer’s obligation to act in accordance with the Servicing Standard, or (ii) expose the Master Servicer, the Special Servicer, the Trust Fund or the Trustee to liability, or materially expand the scope of the Special Servicer or its responsibilities under the Pooling and Servicing Agreement or cause the Special Servicer to act or fail to act in a manner which, in the reasonable judgment of the Special Servicer, is not in the best interests of the Certificateholders. Clarion Capital, LLC, which is an affiliate of the Special Servicer, will be the initial Controlling Class Representative.

Notwithstanding the foregoing, pursuant to the 2003-C7 Pooling and Servicing Agreement and each Pari Passu Loan Intercreditor Agreement, the holder of each of the Chelsea Market Pari Passu Loan and the Regency Square Mall Pari Passu Loan will generally share with the 2003-C7 Controlling Class Representative the rights given to the 2003-C7 Controlling Class Representative under the 2003-C7 Pooling and Servicing Agreement to direct the 2003-C7 Master Servicer and/or the 2003-C7 Special Servicer with respect to the servicing of the related Pari Passu Loan and the related Pari Passu Companion Loan. In general, in the event that the 2003-C7 Controlling Class Representative is required to give its consent or advice or otherwise take any action with respect to a Pari Passu Loan, the 2003-C7 Controlling Class Representative will generally be required to confer with the Controlling Class Representative regarding such advice or consent. In the event that the 2003-C7 Controlling Class Representative and the Controlling Class Representative disagree with respect to such advice, consent or action, the related Pari Passu Loan Intercreditor Agreement and the 2003-C7 Pooling and Servicing Agreement provide that the 2003-C7 Controlling Class Representative and the Controlling Class Representative will contract with a third party designated under the Pari Passu Loan Intercreditor Agreement to resolve such disagreement and the decision of such third party will be binding upon the 2003-C7 Controlling Class Representative and the holder of such Pari Passu Companion Loan in accordance with the Pari Passu Loan Intercreditor Agreement. See “SERVICING OF THE MORTGAGE LOANS—Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair” in this Prospectus Supplement.

Notwithstanding the foregoing, the holder of an AB Companion Loan may exercise certain approval rights relating to a modification of such AB Companion Loan that materially and adversely affects the holder of such AB Companion Loan prior to the expiration of the related repurchase period. See “DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans—Servicing Provisions of the Intercreditor Agreements”.

Limitation on Liability of the Controlling Class Representative. The Controlling Class Representative will not have any liability to the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided, however, that the Controlling Class Representative will not be protected against any liability to a Controlling Class Certificateholder which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties. By its acceptance of a Certificate, each Certificateholder confirms its understanding that the Controlling Class Representative may take actions that favor the interests of one or more Classes of the Certificates over other Classes of the Certificates, and that the Controlling Class Representative may have special relationships and interests that conflict

The Pooling and Servicing Agreement contains provisions requiring, within 60 days after a Mortgage Loan becomes a Defaulted Mortgage Loan, the Special Servicer to determine the fair value of the Mortgage Loan in accordance with the Servicing Standard. A “Defaulted Mortgage Loan” is a Mortgage Loan (i) that is delinquent 60 days or more with respect to a Periodic Payment (not including the Balloon Payment) or (ii) that is delinquent in respect of its Balloon Payment unless the Master Servicer has, on or prior to the due date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment to refinance such Mortgage Loan within 60 days after the due date of such Balloon Payment (provided that if such refinancing does not occur during such time specified in the commitment, the related Mortgage Loan will immediately become a Defaulted Mortgage Loan), in either case such delinquency to be determined without giving effect to any grace period permitted by the related Mortgage Loan documents and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (iii) as to which the Master Servicer or Special Servicer has, by written notice to the related mortgagor, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note. The Special Servicer will be permitted to change, from time to time, its determination of the fair value of a Defaulted Mortgage Loan based upon changed circumstances, new information or otherwise, in accordance with the Servicing Standard; provided, however, that the Special Servicer will update its determination of the fair value of a Defaulted Mortgage Loan at least once every 90 days.

In the event a Mortgage Loan (other than the Park City Center Loan) becomes a Defaulted Mortgage Loan, the Majority Subordinate Certificateholder will have an assignable option to purchase (subject to, in certain instances, the rights of subordinated secured creditors to purchase the related Mortgage Loan) (the “Purchase Option”) the Defaulted Mortgage Loan from the Trust Fund at a price (the “Option Price”) equal to (i) the outstanding principal balance of the Defaulted Mortgage Loan as of the date of purchase, plus all accrued and unpaid interest on such balance plus all related fees and expenses, if the Special Servicer has not yet determined the fair value of the Defaulted Mortgage Loan, or (ii) the fair value of the Defaulted Mortgage Loan as determined by the Special Servicer, if the Special Servicer has made such fair value determination. If the Purchase Option is not exercised by the Majority Subordinate Certificateholder or any assignee thereof within 60 days of any Mortgage Loan (other than the Regency Square Mall Loan) becoming a Defaulted Mortgage Loan, then the Majority Subordinate Certificateholder shall assign the Purchase Option to the Special Servicer for 15 days. If the Purchase Option is not exercised by the Special Servicer or its assignee within such 15 day period, then the Purchase Option shall revert to the Majority Subordinate Certificateholder.

In the event the Chelsea Market Pari Passu Loan or Regency Square Mall Pari Passu Loan becomes a “Defaulted Mortgage Loan” (as determined under the 2003-C7 Pooling and Servicing Agreement), the majority subordinate certificateholder under the 2003-C7 Pooling and Servicing Agreement will have an assignable option to purchase the defaulted Chelsea Market Pari Passu Loan or Regency Square Mall Pari Passu Loan, as applicable, at a price determined under the 2003-C7 Pooling and Servicing Agreement. If such purchase option is not exercised within 30 days of the Chelsea Market Pari Passu Loan or Regency Square Mall Pari Passu Loan becoming a Defaulted Mortgage Loan, then the purchase option shall be assigned to the Majority Subordinate Certificateholder for 30 days, and if not exercised within such 30-day period, then the such purchase option shall be assigned to the 2003-C7 Special Servicer for 15 days.

In the event the Park City Center Loan becomes a Defaulted Mortgage Loan, the holder of the Park City Center AB Companion Loan will have an assignable option to purchase the defaulted Park City Center Loan at the Option Price. If such purchase option is not exercised within 45 days of the Park City Center Loan becoming a Defaulted Mortgage Loan, then the purchase option shall be assigned to the Majority Subordinate Certificateholder for 8 days, and if not exercised within such 8-day period, then such purchase option shall be assigned to the holder of the Park City Center Pari Passu Loan for 7 days. If

Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised, the Special Servicer will be required to pursue such other resolution strategies available under the Pooling and Servicing Agreement, including workout and foreclosure, consistent with the Servicing Standard, but the Special Servicer generally will not be permitted to sell the Defaulted Mortgage Loan other than pursuant to the exercise of the Purchase Option.

If not exercised sooner, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate upon (i) the related mortgagor’s cure of all defaults on the Defaulted Mortgage Loan, (ii) the acquisition on behalf of the Trust Fund of title to the related Mortgaged Property by foreclosure or deed in lieu of foreclosure or (iii) the modification or pay-off (full or discounted) of the Defaulted Mortgage Loan in connection with a workout. In addition, the Purchase Option with respect to a Defaulted Mortgage Loan held by any person will terminate upon the exercise of the Purchase Option by any other holder of the Purchase Option.

Any person exercising the related purchase option with respect to the Chelsea Market Pari Passu Loan or Regency Square Mall Pari Passu Loan will also be required to purchase the Chelsea Market Loan or Regency Square Mall Loan, as applicable, at the option price set forth in the 2003-C7 Pooling and Servicing Agreement (with respect to the Chelsea Market Pari Passu Loan or Regency Square Mall Pari Passu Loan, any references to Mortgage Loan or Defaulted Mortgage Loan in the definition of Option Price shall mean the Chelsea Market Pari Passu Loan or Regency Square Mall Pari Passu Loan, respectively).

Any person exercising the related purchase option with respect to the Park City Center Loan will also be required to purchase the Park City Center Pari Passu Loan at the Option Price (with respect to the purchase of the Park City Center Pari Passu Loan, any references to Mortgage Loan or Defaulted Mortgage Loan in the definition of Option Price shall mean the Park City Center Pari Passu Loan).

If (a) the Purchase Option is exercised with respect to a Defaulted Mortgage Loan and the person expected to acquire the Defaulted Mortgage Loan pursuant to such exercise is the Majority Subordinate Certificateholder, the Special Servicer, or any affiliate of any of them (in other words, the Purchase Option has not been assigned to another unaffiliated person) and (b) the Option Price is based on the Special Servicer’s determination of the fair value of the Defaulted Mortgage Loan, the Trustee will be required to determine if the Option Price represents a fair price for the Defaulted Mortgage Loan. In making such determination, the Trustee will be entitled to rely on the most recent appraisal of the related Mortgaged Property that was prepared in accordance with the terms of the Pooling and Servicing Agreement and may rely upon the opinion and report of an independent third party in making such determination, the cost of which will be advanced by the Master Servicer.

If title to any Mortgaged Property is acquired by the Trustee on behalf of the Certificateholders pursuant to foreclosure proceedings instituted by the Special Servicer or otherwise, the Special Servicer, after notice to the Controlling Class Representative, shall use its reasonable best efforts to sell any REO Property as soon as practicable in accordance with the Servicing Standard but prior to the end of the third calendar year following the year of acquisition, unless (i) the Internal Revenue Service grants an extension of time to sell such property (an “REO Extension”) or (ii) it obtains an opinion of counsel generally to the effect that the holding of the property for more than three years after the end of the calendar year in which it was acquired will not result in the imposition of a tax on the Trust Fund or cause either REMIC relating to the assets of the Trust Fund to fail to qualify as a REMIC under the Code. If the Special Servicer on behalf of the Trustee has not received an Extension or such Opinion of Counsel and the Special Servicer is not able to sell such REO Property within the period specified above, or if an REO Extension has been granted and the Special Servicer is unable to sell such REO Property within the extended time period, the Special Servicer shall auction the property pursuant to the auction procedure set forth below.

The Special Servicer shall give the Controlling Class Representative, the Master Servicer and the Trustee not less than five days’ prior written notice of its intention to sell any such REO Property, and shall auction the REO Property to the highest bidder (which may be the Special Servicer) in accordance with the Servicing Standard; provided, however, that the Master Servicer, Special Servicer, Majority Subordinate Certificateholder, any independent contractor engaged by the Master Servicer or the Special Servicer pursuant to the Pooling and Servicing Agreement (or any officer or affiliate thereof) shall not be permitted to purchase the REO Property at a price less than the outstanding principal balance of such Mortgage Loan as of the date of purchase, plus all accrued but unpaid interest and related fees and expenses, except in limited circumstances set forth in the Pooling and Servicing Agreement; and provided, further, that if the Special Servicer intends to bid on any REO Property, (i) the Special Servicer shall notify the Trustee of such intent, (ii) the Trustee shall promptly obtain, at the expense of the Trust an appraisal of such REO Property (or internal valuation in accordance with the procedures specified in the Pooling and Servicing Agreement) and (iii) the Special Servicer shall not bid less than the greater of (x) the fair market value set forth in such appraisal (or internal valuation) or (y) the outstanding principal balance of such Mortgage Loan, plus all accrued but unpaid interest and related fees and expenses.

Subject to the REMIC Provisions, the Special Servicer shall act on behalf of the Trust in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property or the exercise of the Purchase Option, including the collection of all amounts payable in connection therewith. Notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may bid for any REO Property or purchase any Defaulted Mortgage Loan. Any sale of a Defaulted Mortgage Loan (pursuant to the Purchase Option) or REO Property shall be without recourse to, or representation or warranty by, the Trustee, the Depositor, any Mortgage Loan Seller, the Special Servicer, the Master Servicer or the Trust. Notwithstanding the foregoing, nothing herein shall limit the liability of the Master Servicer, the Special Servicer or the Trustee to the Trust and the Certificateholders for failure to perform its duties in accordance with the Pooling and Servicing Agreement. None of the Special Servicer, the Master Servicer, the Depositor or the Trustee shall have any liability to the Trust or any Certificateholder with respect to the price at which a Defaulted Mortgage Loan is sold if the sale is consummated in accordance with the terms of the Pooling and Servicing Agreement. The proceeds of any sale after deduction of the expenses of such sale incurred in connection therewith shall be deposited within one business day in the Certificate Account.

The Special Servicer or the Master Servicer is required to perform or cause to be performed a physical inspection of a Mortgaged Property (other than the Mortgaged Properties related to the Chelsea Market Loan and the Regency Square Mall Loan) as soon as practicable after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan or the related debt service coverage ratio is below 1.00x; the expense of which will be payable first, out of penalty interest and late payment charges otherwise payable to the Special Servicer or the Master Servicer, as the case may be, and received in the Collection Period during which such inspection related expenses were incurred, then at the Trust Fund’s expense. In addition, beginning in 2004, with respect to each Mortgaged Property securing a Mortgage Loan (other than the Mortgaged Properties related to the Chelsea Market Loan and the Regency Square Mall Loan) with a principal balance (or allocated loan amount) at the time of such inspection of more than or equal to $2,000,000, the Master Servicer (with respect to each such Mortgaged Property securing a Mortgage Loan other than a Specially Serviced Mortgage Loan) and the Special Servicer (with respect to each Mortgaged Property securing a Specially Serviced Mortgage Loan) is required at its expense to inspect or cause to be inspected the Mortgaged Property every calendar year and with respect to each Mortgaged Property securing a Mortgage Loan with a principal balance (or allocated loan amount) at the time of such inspection of less than $2,000,000 once every other calendar year; provided that the Master Servicer is not obligated to inspect any Mortgaged Property that has been inspected by the Special Servicer in the previous 6 months. The Special Servicer and the Master Servicer each will be required to prepare a written report of each such inspection performed by it that describes the condition of the Mortgaged

The Special Servicer or the Master Servicer is also required consistent with the Servicing Standard to collect from the related borrower and review the quarterly and annual operating statements of each Mortgaged Property (other than the Mortgaged Properties related to the Chelsea Market Loan and the Regency Square Mall Loan) and to cause annual operating statements to be prepared for each REO Property. Generally, the Mortgage Loans require the related borrower to deliver an annual property operating statement. However, there can be no assurance that any operating statements required to be delivered will in fact be delivered, nor is the Master Servicer or Special Servicer likely to have any practical means of compelling such delivery in the case of an otherwise performing Mortgage Loan.

Copies of the inspection reports and operating statements referred to above are required to be available for review by Certificateholders during normal business hours at the offices of the Special Servicer or the Master Servicer, as applicable. See “DESCRIPTION OF THE CERTIFICATES—Reports to Certificateholders; Available Information” in this Prospectus Supplement.

The Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2003-C8 (the “Certificates”) will be issued pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2003, among the Depositor, the Master Servicer, the Special Servicer and the Trustee (the “Pooling and Servicing Agreement”). The Certificates represent in the aggregate the entire beneficial ownership interest in a trust fund (the “Trust Fund”) consisting primarily of: (i) the Mortgage Loans and all payments and other collections in respect of the Mortgage Loans received or applicable to periods after the applicable Cut-Off Date (exclusive of payments of principal and interest due, and principal prepayments received, on or before the Cut-Off Date); (ii) any REO Property acquired on behalf of the Trust Fund; (iii) such funds or assets as from time to time are deposited in the Certificate Account, the Distribution Account, the REO Accounts, the Additional Interest Account, the Gain on Sale Reserve Account and the Interest Reserve Account (see “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account” in the Prospectus); and (iv) certain rights of the Depositor under each Mortgage Loan Purchase Agreement relating to Mortgage Loan document delivery requirements and the representations and warranties of the Mortgage Loan Sellers regarding the Mortgage Loans.

The Certificates consist of the following classes (each, a “Class”) designated as: (i) the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates (collectively, the “Class A Certificates”); (ii) the Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates (collectively, the “Subordinate Certificates” and, together with the Class A Certificates, the “Sequential Pay Certificates”); (iii) the Class X-C and Class X-P Certificates (collectively, the “Class X Certificates” and collectively with the Sequential Pay Certificates, the “REMIC Regular Certificates”); (iv) the Class R-I and Class R-II Certificates (collectively, the “REMIC Residual Certificates”); and (v) the Class Z Certificates.

Only the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E Certificates (collectively, the “Offered Certificates”) are offered hereby. The Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class X-C and Class X-P Certificates (collectively, the “Non-Offered Certificates”), the Class Z Certificates and the REMIC Residual Certificates have not been registered under the Securities Act and are not offered hereby. Accordingly, information in this Prospectus Supplement regarding the terms of the Non-Offered Certificates, the Class Z Certificates and the REMIC Residual Certificates is provided solely because of its potential relevance to a prospective purchaser of an Offered Certificate.

The Offered Certificates will be made available in book-entry format through the facilities of The Depository Trust Company (“DTC”). The Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E Certificates will be offered in denominations of not less than $10,000 actual principal amount and in integral multiples of $1 in excess thereof.

The holders of Offered Certificates may hold their Certificates through DTC (in the United States) or Clearstream Banking, société anonyme (“Clearstream”) or Euroclear Bank S.A./ N.V., as operator (the “Euroclear Operator”) of the Euroclear System (the “Euroclear System”) (in Europe) if they are Participants of such respective system, or indirectly through organizations that are Participants in such systems. Clearstream and the Euroclear Operator will hold omnibus positions on behalf of the Clearstream Participants and the Euroclear Participants, respectively, through customers’ securities accounts in Clearstream and the Euroclear Operator’s names on the books of their respective depositaries (collectively, the “Depositaries”) which in turn will hold such positions in customers’ securities accounts in the Depositaries’ names on the books of DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement of securities transactions between Participants through electronic computerized book-entries, thereby eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (“Indirect Participants”).

Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Clearstream Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures.

Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly through Clearstream Participants or Euroclear Participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary; however, such cross-market transactions will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures. If the transaction complies with all relevant requirements, the Euroclear Operator or Clearstream, as the case may be, will then deliver instructions to the Depositary to take action to effect final settlement on its behalf.

Because of time-zone differences, it is possible that credits of securities in Clearstream or the Euroclear Operator as a result of a transaction with a DTC Participant will be made during the subsequent securities settlement processing, dated the business day following the DTC settlement date, and such credits or any transactions in such securities settled during such processing will be reported to the relevant Clearstream Participant or Euroclear Participant on such business day. Cash received in Clearstream or the Euroclear Operator as a result of sales of securities by or through a Clearstream Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date, due to time zone differences may be available in the relevant Clearstream or the Euroclear Operator cash account only as of the business day following settlement in DTC.

The holders of Offered Certificates that are not Participants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, Offered Certificates may do so only through Participants and Indirect Participants. In addition, holders of Offered Certificates will receive all distributions of principal and interest from the Trustee through the Participants who in turn will receive them from DTC. Similarly, reports distributed to Certificateholders pursuant to the Pooling and Servicing Agreement and requests for the consent of Certificateholders will be delivered to beneficial owners only

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC is required to make book-entry transfers of Offered Certificates among Participants on whose behalf it acts with respect to the Offered Certificates and to receive and transmit distributions of principal of, and interest on, the Offered Certificates. Participants and Indirect Participants with which the holders of Offered Certificates have accounts with respect to the Offered Certificates similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective holders of Offered Certificates. Accordingly, although the holders of Offered Certificates will not possess the Offered Certificates, the Rules provide a mechanism by which Participants will receive payments on Offered Certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants and certain banks, the ability of a holder of Offered Certificates to pledge such Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to such Certificates, may be limited due to the lack of a physical certificate for such Certificates.

DTC has advised the Depositor that it will take any action permitted to be taken by a holder of an Offered Certificate under the Pooling and Servicing Agreement only at the direction of one or more Participants to whose accounts with DTC the Offered Certificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of Participants whose holdings include such undivided interests.

Except as required by law, none of the Depositor, the Underwriters, the Master Servicer, nor the Trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

Clearstream is a limited liability company (a société anonyme) organized under the laws of Luxembourg. Clearstream holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates.

The Euroclear System was created in 1968 to hold securities for participants of the Euroclear System (“Euroclear Participants”) and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment. The Euroclear System is owned by Euroclear.

Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within the Euroclear system, withdrawal of securities and cash from the Euroclear System, and receipts of payments with respect to securities in the Euroclear System.

The information in this Prospectus Supplement concerning DTC, Clearstream or the Euroclear Operator and their book-entry systems has been obtained from sources believed to be reliable, but neither the Depositor nor any of the Underwriters takes any responsibility for the accuracy or completeness thereof.

Subject to a permitted variance of plus or minus 5.0%, the respective Classes of Certificates described below will have the Certificate Balances representing the approximate percentage of the Cut-Off Date Pool Balance as set forth in the following table:

The “Certificate Balance” of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount that the holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund. The Certificate Balance of each Class of Sequential Pay Certificates will be reduced on each Distribution Date by any distributions of principal actually made on such Class of Certificates on such Distribution Date, and further by any Realized Losses and Additional Trust Fund Expenses actually allocated to such Class of Certificates on such Distribution Date.

The Class X-C and Class X-P Certificates do not have Certificate Balances, but represent the right to receive the distributions of interest in amounts equal to the aggregate interest accrued on the applicable notional amount (each, a “Notional Amount”) of the related Class of Class X Certificates. On each Distribution Date, the Notional Amount of the Class X-C Certificates will be equal to the aggregate outstanding Certificate Balances of the Sequential Pay Certificates on such Distribution Date. The initial Notional Amount of the Class X-C Certificates will equal approximately $974,238,293 (subject to a permitted variance of plus or minus 5.0%).


(1)	until the Distribution Date in May 2004, the sum of (a) the lesser of $159,560,000 and the Certificate Balance of the Class A-1 Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(2)	after the Distribution Date in May 2004 through and including the Distribution Date in November 2004, the sum of (a) the lesser of $153,191,000 and the Certificate Balance of the Class A-1 Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(3)	after the Distribution Date in November 2004 through and including the Distribution Date in May 2005, the sum of (a) the lesser of $130,909,000 and the Certificate Balance of the Class A-1 Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(4)	after the Distribution Date in May 2005 through and including the Distribution Date in November 2005, the sum of (a) the lesser of $106,156,000 and the Certificate Balance of the Class A-1 Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(5)	after the Distribution Date in November 2005 through and including the Distribution Date in May 2006, the sum of (a) the lesser of $81,296,000 and the Certificate Balance of the Class A-1


	Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(6)	after the Distribution Date in May 2006 through and including the Distribution Date in November 2006, the sum of (a) the lesser of $57,204,000 and the Certificate Balance of the Class A-1 Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(7)	after the Distribution Date in November 2006 through and including the Distribution Date in May 2007, the sum of (a) the lesser of $26,825,000 and the Certificate Balance of the Class A-1 Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(8)	after the Distribution Date in May 2007 through and including the Distribution Date in November 2007, the sum of (a) the lesser of $3,383,000 and the Certificate Balance of the Class A-1 Certificates and (b) the aggregate Certificate Balances of the Class A-2, Class A-3 and Class A-4 Certificates;

(9)	after the Distribution Date in November 2007 through and including the Distribution Date in May 2008, the sum of (a) the lesser of $167,960,000 and the Certificate Balance of the Class A-2 Certificates and (b) the aggregate Certificate Balances of the Class A-3 and Class A-4 Certificates;


(10)	after the Distribution Date in May 2008 through and including the Distribution Date in November 2008, the sum of (a) the lesser of $178,388,000 and the Certificate Balance of the Class A-3 Certificates and (b) the Certificate Balance of the Class A-4 Certificates;

(11)	after the Distribution Date in November 2008 through and including the Distribution Date in May 2009, the sum of (a) the lesser of $164,004,000 and the Certificate Balance of the Class A-3 Certificates and (b) the Certificate Balance of the Class A-4 Certificates;

(12)	after the Distribution Date in May 2009 through and including the Distribution Date in November 2009, the sum of (a) the lesser of $125,224,000 and the Certificate Balance of the Class A-3 Certificates and (b) the Certificate Balance of the Class A-4 Certificates;

(13)	after the Distribution Date in November 2009 through and including the Distribution Date in May 2010, the sum of (a) the lesser of $80,085,000 and the Certificate Balance of the Class A-3 Certificates and (b) the Certificate Balance of the Class A-4 Certificates;

(14)	after the Distribution Date in May 2010 through and including the Distribution Date in November 2010, the sum of (a) the lesser of $198,715,000 and the Certificate Balance of the Class A-4 Certificates; and

The Certificate Balance of any Class of Sequential Pay Certificates may be increased by the amount, if any, of Certificate Deferred Interest added to such Class Certificate Balance. With respect to any Mortgage Loan as to which the Mortgage Rate has been reduced through a modification on any Distribution Date, “Mortgage Deferred Interest” is the amount by which (a) interest accrued at such reduced rate is less than (b) the amount of interest that would have accrued on such Mortgage Loan at the Mortgage Rate before such reduction, to the extent such amount has been added to the outstanding principal balance of such Mortgage Loan. On each Distribution Date the amount of interest distributable to a Class of Sequential Pay Certificates will be reduced by the amount of Mortgage Deferred Interest allocable to such Class (any such amount, “Certificate Deferred Interest”), such allocation being in reverse alphabetical order (except with respect to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, which amounts shall be applied pro rata (based on remaining Class Certificate Balances) to such Classes). The Certificate Balance of each Class of Sequential Pay Certificates to which Certificate Deferred Interest has been so allocated on a Distribution Date will be increased by the amount of

The REMIC Residual Certificates do not have Certificate Balances or Notional Amounts, but represent the right to receive on each Distribution Date any portion of the Available Distribution Amount (as defined below) for such date that remains after the required distributions have been made on all the REMIC Regular Certificates. It is not anticipated that any such portion of the Available Distribution Amount will result in more than a de minimis distribution to the REMIC Residual Certificates.

The Class Z Certificates do not have Certificate Balances or Notional Amounts, but represent the right to receive on each Distribution Date any amounts of Additional Interest received in the related Collection Period.

The Pass-Through Rate applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E Certificates for each Distribution Date will equal the respective fixed rate per annum set forth on the front cover of this Prospectus Supplement. Each of the Class X-C Components and the Class X-P Components will be deemed to have a Pass-Through Rate equal to the Pass-Through Rate on the related Class of Certificates.

The Pass-Through Rate applicable to the Class X-C Certificates for the initial Distribution Date will equal approximately % per annum.

The Pass-Through Rate applicable to the Class X-C Certificates for each subsequent Distribution Date will equal the weighted average of the respective Class X-C Strip Rates, at which interest accrues from time to time on the respective components (the “Class X-C Components”) of the Class X-C Certificates outstanding immediately prior to such Distribution Date (weighted on the basis of the outstanding balances of those Class X-C Components immediately prior to the Distribution Date). Each Class X-C Component will be comprised of all or a designated portion of the Certificate Balance of one of the Classes of Sequential Pay Certificates. In general, the Certificate Balance of each Class of Sequential Pay Certificates will constitute a separate Class X-C Component. However, if a portion, but not all, of the Certificate Balance of any particular Class of Sequential Pay Certificates is identified under ‘—Certificate Balances and Notional Amount” above as being part of the Notional Amount of the Class X-P Certificates immediately prior to any Distribution Date, then the identified portion of the Certificate Balance will also represent one or more separate Class X-C Components for purposes of calculating the Pass-Through Rate of the Class X-C Certificates, and the remaining portion of the Certificate Balance will represent one or more other separate Class X-C Components for purposes of calculating the Pass-Through Rate of the Class X-C Certificates. For each Distribution Date through and including the Distribution Date in November 2010, the “Class X-C Strip Rate” for each Class X-C Component will be calculated as follows:


	(1)	if such Class X-C Component consists of the entire Certificate Balance of any Class of Sequential Pay Certificates, and if the Certificate Balance does not, in whole or in part, also constitute a Class X-P Component immediately prior to the Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificate;

	(2)	if such Class X-C Component consists of a designated portion (but not all) of the Certificate Balance of any Class of Sequential Pay Certificates, and if the designated portion of the Certificate Balance does not also constitute a Class X-P Component immediately prior to the Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of


		(a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificates;

	(3)	if such Class X-C Component consists of a designated portion (but not all) of the Certificate Balance of any Class of Sequential Pay Certificates, and if the designated portion of the Certificate Balance also constitutes a Class X-P Component immediately prior to the Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the sum of (i) the Class X-P Strip Rate for the applicable Class X-P Component, and (ii) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificates; and

	(4)	if such Class X-C Component consists of the entire Certificate Balance of any Class of Sequential Pay Certificates, and if the Certificate Balance also constitutes, in its entirety, a Class X-P Component immediately prior to such Distribution Date, then the applicable Class X-C Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the sum of (i) the Class X-P Strip Rate for the applicable Class X-P Component, and (ii) the Pass-Through Rate in effect for the Distribution Date for the applicable Class of Sequential Pay Certificates.

For each Distribution Date after the Distribution Date in November 2010, the entire Certificate Balance of each Class of Sequential Pay Certificates will constitute one or more separate Class X-C Components, and the applicable Class X-C Strip Rate with respect to each such Class X-C Component for each Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the Distribution Date, over (b) the Pass-Through Rate in effect for the Distribution Date for the Class of Sequential Pay Certificates.

The Pass-Through Rate applicable to the Class X-P Certificates for the initial Distribution Date will equal approximately % per annum.

The Pass-Through Rate applicable to the Class X-P Certificates for each subsequent Distribution Date will equal the weighted average of the respective Class X-P Strip Rates, at which interest accrues from time to time on the respective components (the “Class X-P Components”) of the Class X-P Certificates outstanding immediately prior to the Distribution Date (weighted on the basis of the balances of those Class X-P Components immediately prior to the Distribution Date). Each Class X-P Component will be comprised of all or a designated portion of the Certificate Balance of a specified Class of Sequential Pay Certificates. If all or a designated portion of the Certificate Balance of any Class of Sequential Pay Certificates is identified under “—Certificate Balances and Notional Amount” above as being part of the Notional Amount of the Class X-P Certificates immediately prior to any Distribution Date, then that Certificate Balance (or designated portion thereof) will represent one or more separate Class X-P Components for purposes of calculating the Pass-Through Rate of the Class X-P Certificates. For each Distribution Date through and including the Distribution Date in November 2010, the “Class X-P Strip Rate” for each Class X-P Component will equal (x) the lesser of (1) the Weighted Average Net Mortgage Rate for such Distribution Date, and (2) the reference rate specified on Annex C to this Prospectus Supplement for such Distribution Date minus 0.03% per annum, minus (y) the Pass-Through Rate for such Component (but in no event will any Class X-P Strip Rate be less than zero).

After the Distribution Date in November 2010, the Class X-P Certificates will cease to accrue interest and will have a 0% Pass-Through Rate.

In the case of each Class of REMIC Regular Certificates, interest at the applicable Pass-Through Rate will be payable monthly on each Distribution Date and will accrue during each Interest Accrual Period on the Certificate Balance (or, in the case of the Class X Certificates, the respective Notional Amount) of such Class of Certificates immediately following the Distribution Date in such Interest Accrual Period (after giving effect to all distributions of principal made on such Distribution Date). Interest on each Class of REMIC Regular Certificates will be calculated on the basis of a 360-day year

The Class Z Certificates will not have a Pass-Through Rate or be entitled to distributions in respect of interest other than Additional Interest.

The “Weighted Average Net Mortgage Rate” for each Distribution Date is the weighted average of the Net Mortgage Rates for the Mortgage Loans as of the commencement of the related Collection Period, weighted on the basis of their respective Stated Principal Balances immediately following the preceding Distribution Date; provided that, for the purpose of determining the Weighted Average Net Mortgage Rate only, if the Mortgage Rate for any Mortgage Loan has been modified in connection with a bankruptcy or similar proceeding involving the related borrower or a modification, waiver or amendment granted or agreed to by the Special Servicer, the Weighted Average Net Mortgage Rate for such Mortgage Loan will be calculated without regard to such event. The “Net Mortgage Rate” for each Mortgage Loan will generally equal (x) the Mortgage Rate in effect for such Mortgage Loan as of the Cut-Off Date, minus (y) the applicable Administrative Cost Rate for such Mortgage Loan. Notwithstanding the foregoing, because no Mortgage Loan, other than 4 Mortgage Loans (loan numbers 2, 6, 24 and 30), accrue interest on the basis of a 360-day year consisting of twelve 30-day months (which is the basis on which interest accrues in respect of the REMIC Regular Certificates), then, solely for purposes of calculating the Weighted Average Net Mortgage Rate for each Distribution Date, the Mortgage Rate of each Mortgage Loan, other than the 4 Mortgage Loans, representing 16.5% of the Cut-Off Date Pool Balance, which accrues interest on a 30/360 basis, in effect during any calendar month will be deemed to be the annualized rate at which interest would have to accrue in respect of such loan on a 30/360 basis in order to derive the aggregate amount of interest (other than default interest) actually accrued in respect of such loan during such calendar month; provided, however, that, the Mortgage Rate in effect during (a) December of each year that does not immediately precede a leap year, and January of each year will be the per annum rate stated in the related Mortgage Note unless the final Distribution Date occurs in January or February immediately following such December or January and (b) in February of each year will be determined inclusive of the one day of interest retained from the immediately preceding January and, if applicable, December. The “Stated Principal Balance” of each Mortgage Loan outstanding at any time will generally be an amount equal to the principal balance thereof as of the Cut-Off Date, (a) reduced on each Distribution Date (to not less than zero) by (i) the portion of the Principal Distribution Amount for that date which is attributable to such Mortgage Loan and (ii) the principal portion of any Realized Loss incurred in respect of such Mortgage Loan during the related Collection Period and (b) increased on each Distribution Date by any Mortgage Deferred Interest added to the principal balance of such Mortgage Loan on such Distribution Date. The Stated Principal Balance of a Mortgage Loan may also be reduced in connection with any forced reduction of the actual unpaid principal balance thereof imposed by a court presiding over a bankruptcy proceeding in which the related borrower is a debtor. In addition, to the extent that principal from general collections is used to reimburse nonrecoverable Advances, and such amount has not been included as part of the Principal Distribution Amount, such amount shall continue to be deemed to be distributable for purposes of calculating the Stated Principal Balance. Notwithstanding the foregoing, if any Mortgage Loan is paid in full, liquidated or otherwise removed from the Trust Fund, commencing as of the first Distribution Date following the Collection Period during which such event occurred, the Stated Principal Balance of such Mortgage Loan will be zero. With respect to any Companion Loan on any date of determination, the Stated Principal Balance shall equal the unpaid principal balance of such Companion Loan.

The “Collection Period” for each Distribution Date is the period that begins on the 12th day in the month immediately preceding the month in which such Distribution Date occurs (or the day after the applicable Cut-Off Date in the case of the first Collection Period) and ends on and includes the 11th day in the same month as such Distribution Date. Notwithstanding the foregoing, in the event that the last day of a Collection Period is not a business day, any payments received with respect to the Mortgage Loans relating to such Collection Period on the business day immediately following such day will be deemed to

General. Distributions on the Certificates are made by the Trustee, to the extent of the Available Distribution Amount, on the fourth business day following the related Determination Date (each, a “Distribution Date”). Except as described below, all such distributions will be made to the persons in whose names the Certificates are registered (the “Certificateholders”) at the close of business on the last business day of the month preceding the month in which the related Distribution Date occurs and shall be made by wire transfer of immediately available funds, if such Certificateholder shall have provided wiring instructions no less than five business days prior to such record date, or otherwise by check mailed to the address of such Certificateholder as it appears in the Certificate register. The final distribution on any Certificate (determined without regard to any possible future reimbursement of any Realized Loss or Additional Trust Fund Expense previously allocated to such Certificate) will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. All distributions made with respect to a Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class based on their respective percentage interests in such Class. The first Distribution Date on which investors in the Offered Certificates may receive distributions will be the Distribution Date occurring in December 2003.

The Available Distribution Amount. The aggregate amount available for distributions of interest and principal to Certificateholders on each Distribution Date (the “Available Distribution Amount”) will, in general, equal the sum of the following amounts:

(a) the total amount of all cash received on or in respect of the Mortgage Loans and any REO Properties by the Master Servicer as of the close of business on the last day of the related Collection Period (or, in the event that the Collection Period is deemed to end on the business day prior to the Distribution Date, amounts collected by or on behalf of the Master Servicer as of 3:00 p.m. New York City time) and not previously distributed with respect to the Certificates or applied for any other permitted purpose, exclusive of any portion thereof that represents one or more of the following:


	(i) any Periodic Payments collected but due on a Due Date after the related Collection Period;

	(ii) any Prepayment Premiums and Yield Maintenance Charges;

	(iii) all amounts in the Certificate Account that are payable or reimbursable to any person other than the Certificateholders, including any Servicing Fees and Trustee Fees on the Mortgage Loans;

	(iv) any amounts deposited in the Certificate Account in error;

	(v) any Additional Interest on the ARD Loans (which is separately distributed to the Class Z Certificates); and

	(vi) if such Distribution Date occurs during February of any year or during January of any year that is not a leap year, the Interest Reserve Amounts with respect to the Mortgage Loans to be deposited in the Interest Reserve Account and held for future distribution.


	(b) all P&I Advances made by the Master Servicer or the Trustee with respect to such Distribution Date;

	(c) any Compensating Interest Payment made by the Master Servicer to cover the aggregate of any Prepayment Interest Shortfalls experienced during the related Collection Period; and


	(d) if such Distribution Date occurs during March of any year or if such Distribution Date is the final Distribution Date and occurs in February or, if such year is not a leap year, in January, the aggregate of the Interest Reserve Amounts then on deposit in the Interest Reserve Account in respect of each Mortgage Loan.

See “SERVICING OF THE MORTGAGE LOANS—Servicing and Other Compensation and Payment of Expenses” in this Prospectus Supplement, “—P&I Advances” below and “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account” in the Prospectus.

Any Prepayment Premiums or Yield Maintenance Charges actually collected will be distributed separately from the Available Distribution Amount. See “—Distributions—Allocation of Prepayment Premiums and Yield Maintenance Charges.”

Interest Reserve Account. The Master Servicer will establish and maintain an “Interest Reserve Account” in the name of the Trustee for the benefit of the holders of the Certificates. With respect to each Distribution Date occurring in February and each Distribution Date occurring in any January which occurs in a year that is not a leap year, there will be withdrawn from the Certificate Account and deposited to the Interest Reserve Account in respect of each Mortgage Loan (the “Interest Reserve Loans”) which accrues interest on an Actual/ 360 Basis an amount equal to one day’s interest at the related Mortgage Rate on its Stated Principal Balance, as of the Due Date in the month in which such Distribution Date occurs, to the extent a Periodic Payment or P&I Advance is timely made in respect thereof for such Due Date (all amounts so deposited in any consecutive January (if applicable) and February in respect of each Interest Reserve Loan, the “Interest Reserve Amount”). With respect to each Distribution Date occurring in March, or in the event the final Distribution Date occurs in February or, if such year is not a leap year, in January, there will be withdrawn from the Interest Reserve Account the amounts deposited from the immediately preceding February and, if applicable, January, and such withdrawn amount is to be included as part of the Available Distribution Amount for such Distribution Date.

Distribution Account. The Trustee will establish and will maintain a “Distribution Account” in the name of the Trustee for the benefit of the Certificateholders and will maintain the Distribution Account as an eligible account pursuant to the terms of the Pooling and Servicing Agreement. Funds on deposit in the Distribution Account, to the extent of the Available Distribution Amount, will be used to make distributions on the Certificates. The Trustee may invest funds held in the Distribution Account in “permitted investments,” and will be entitled to any income earned on those funds and will be obligated to make up any investment losses on those funds.

Gain on Sale Reserve Account. The Trustee will establish and will maintain a “Gain on Sale Reserve Account” in the name of the Trustee for the benefit of the Certificateholders. To the extent that gains realized on sales of Mortgaged Properties, if any, are not used to offset Realized Losses previously allocated to the Certificates, such gains will be held and applied to offset future Realized Losses, if any.

Additional Interest Account. The Trustee will establish and will maintain an “Additional Interest Account” in the name of the Trustee for the benefit of the holders of the Class Z Certificates. Prior to the applicable Distribution Date, an amount equal to the Additional Interest received during the related Collection Period will be deposited into the Additional Interest Account.

Application of the Available Distribution Amount. On each Distribution Date, the Trustee will (except as otherwise described under “—Termination” below) apply amounts on deposit in the Distribution Account, to the extent of the Available Distribution Amount, in the following order of priority:

(1) to distributions of interest to the holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class X-C Certificates and Class X-P Certificates (in each case, so long as any such Class remains outstanding) pro rata, in accordance with the respective amounts of Distributable Certificate Interest in respect of such Classes of Certificates on such Distribution Date, in an amount equal to all Distributable Certificate Interest in


	respect of each such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(2) to distributions of principal to the holders of the Class A-1 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-1 Certificates) equal to the Principal Distribution Amount on such Distribution Date;

	(3) after the Class A-1 Certificates have been retired, to distributions of principal to the holders of the Class A-2 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-2 Certificates) equal to the Principal Distribution Amount for such Distribution Date less any portion thereof distributed in respect of the Class A-1 Certificates on such Distribution Date;

	(4) after the Class A-1 Certificates and Class A-2 Certificates have been retired, to distributions of principal to the holders of the Class A-3 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-3 Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of the Class A-1 Certificates or Class A-2 Certificates on such Distribution Date;

	(5) after the Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates have been retired, to distributions of principal to the holders of the Class A-4 Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class A-4 Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of the Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates on such Distribution Date;

	(6) to distributions to the holders of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates, pro rata, in accordance with the respective amounts of Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Classes of Certificates and for which no reimbursement has previously been received, to reimburse such holders for all such Realized Losses and Additional Trust Fund Expenses, if any;

	(7) to distributions of interest to the holders of the Class B Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(8) after the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates have been retired, to distributions of principal to the holders of the Class B Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class B Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates on such Distribution Date;

	(9) to distributions to the holders of the Class B Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(10) to distributions of interest to the holders of the Class C Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(11) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class C Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class C Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;


	(12) to distributions to the holders of the Class C Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(13) to distributions of interest to the holders of the Class D Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(14) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class D Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class D Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(15) to distributions to the holders of the Class D Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(16) to distributions of interest to the holders of the Class E Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(17) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class E Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class E Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(18) to distributions to the holders of the Class E Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(19) to distributions of interest to the holders of the Class F Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(20) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class F Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class F Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(21) to distributions to the holders of the Class F Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(22) to distributions of interest to the holders of the Class G Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(23) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class G Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class G Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all


	Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(24) to distributions to the holders of the Class G Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(25) to distributions of interest to the holders of the Class H Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(26) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class H Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class H Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(27) to distributions to the holders of the Class H Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(28) to distributions of interest to the holders of the Class J Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(29) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class J Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class J Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(30) to distributions to the holders of the Class J Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(31) to distributions of interest to the holders of the Class K Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(32) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class K Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class K Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(33) to distributions to the holders of the Class K Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(34) to distributions of interest to the holders of the Class L Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(35) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class L Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class L Certificates) equal to the Principal


	Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(36) to distributions to the holders of the Class L Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(37) to distributions of interest to the holders of the Class M Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(38) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class M Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class M Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(39) to distributions to the holders of the Class M Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(40) to distributions of interest to the holders of the Class N Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(41) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class N Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class N Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(42) to distributions to the holders of the Class N Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(43) to distributions of interest to the holders of the Class O Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(44) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class O Certificates in an amount (not to exceed the then outstanding Certificate Balance of the Class O Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(45) to distributions to the holders of the Class O Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received;

	(46) to distributions of interest to the holders of the Class P Certificates in an amount equal to all Distributable Certificate Interest in respect of such Class of Certificates for such Distribution Date and, to the extent not previously paid, for all prior Distribution Dates;

	(47) after all Classes of Certificates with an earlier alphabetical and numerical designation have been retired, to distributions of principal to the holders of the Class P Certificates in an amount (not


	to exceed the then outstanding Certificate Balance of the Class P Certificates) equal to the Principal Distribution Amount for such Distribution Date, less any portion thereof distributed in respect of all Classes of Certificates with an earlier alphabetical and numerical designation on such Distribution Date;

	(48) to distributions to the holders of the Class P Certificates to reimburse such holders for all Realized Losses and Additional Trust Fund Expenses, if any, previously allocated to such Class of Certificates and for which no reimbursement has previously been received; and

	(49) to distributions to the holders of the REMIC Residual Certificates in an amount equal to the balance, if any, of the Available Distribution Amount remaining after the distributions to be made on such Distribution Date as described in clauses (1) through (48) above;

provided that, on each Distribution Date, if any, after the aggregate of the Certificate Balances of the Subordinate Certificates has been reduced to zero as a result of the allocations of Realized Losses and Additional Trust Fund Expenses, and in any event on the final Distribution Date in connection with a termination of the Trust Fund (see “DESCRIPTION OF THE CERTIFICATES—Termination” in this Prospectus Supplement), the payments of principal to be made as contemplated by clauses (2), (3), (4) and (5) above with respect to the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates and the Class A-4 Certificates will be so made to the holders of the respective Classes of such Certificates which remain outstanding up to an amount equal to, and pro rata as between such Classes in accordance with, the respective then outstanding Certificate Balances of such Classes of Certificates and without regard to the Principal Distribution Amount for such date.

Distributable Certificate Interest. The “Distributable Certificate Interest” in respect of each Class of REMIC Regular Certificates for each Distribution Date equals the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date, reduced (other than in the case of the Class X Certificates) (to not less than zero) by (i) such Class’s allocable share (calculated as described below) of the aggregate of any Prepayment Interest Shortfalls resulting from principal prepayments made on the Mortgage Loans during the related Collection Period that are not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date (the aggregate of such Prepayment Interest Shortfalls that are not so covered, as to such Distribution Date, the “Net Aggregate Prepayment Interest Shortfall”) and (ii) any Certificate Deferred Interest allocated to such Class of REMIC Regular Certificates.

The “Accrued Certificate Interest” in respect of each Class of Sequential Pay Certificates for each Distribution Date will equal one month’s interest at the Pass-Through Rate applicable to such Class of Certificates for such Distribution Date accrued for the related Interest Accrual Period on the related Certificate Balance outstanding immediately prior to such Distribution Date. The “Accrued Certificate Interest” in respect of the Class X-C and Class X-P Certificates for any Distribution Date will equal the amount of one month’s interest at the related Pass-Through Rate on the Notional Amount of the Class X-C or Class X-P Certificates, as the case may be, outstanding immediately prior to such Distribution Date. Accrued Certificate Interest will be calculated on a 30/360 basis.

The portion of the Net Aggregate Prepayment Interest Shortfall for any Distribution Date that is allocable to each Class of REMIC Regular Certificates (other than the Class X Certificates) will equal the product of (a) such Net Aggregate Prepayment Interest Shortfall, multiplied by (b) a fraction, the numerator of which is equal to the Accrued Certificate Interest in respect of such Class of Certificates for such Distribution Date, and the denominator of which is equal to the aggregate Accrued Certificate Interest in respect of all Classes of REMIC Regular Certificates (other than the Class X Certificates) for such Distribution Date.

Any such Prepayment Interest Shortfalls allocated to the Senior Certificates, to the extent not covered by the Master Servicer’s Compensating Interest Payment for such Distribution Date, will reduce the Distributable Certificate Interest as described above.

With respect to the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair, prepayment interest shortfalls will be allocated pro rata between the related promissory notes based on their outstanding principal balances. The portion of such shortfalls allocated to the Chelsea Market Loan and the Regency Square Mall Loan, net of amounts payable by the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.

With respect to the Park City Center Loan, prepayment interest shortfalls will be allocated first to the promissory note related to the Park City Center AB Companion Loan and second, pro rata, between the promissory notes related to the Park City Center Loan and the Park City Center Pari Passu Loan. The portion of such shortfall allocated to the Park City Center Loan, net of amounts payable by the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.

With respect to the AB Mortgage Loans, prepayment interest shortfalls will be allocated first to the promissory note related to the related AB Companion Loan and second to the promissory note related to the related AB Mortgage Loan. The portion of such shortfall allocated to the AB Mortgage Loans, net of amounts payable by the Master Servicer, will be included in the Net Aggregate Prepayment Interest Shortfall.

Principal Distribution Amount. The “Principal Distribution Amount” for each Distribution Date will generally equal the aggregate of the following (without duplication) to the extent paid by the related borrower during the related Collection Period or advanced by the Master Servicer or the Trustee, as applicable:


	(a) the aggregate of the principal portions of all Scheduled Payments (other than Balloon Payments) and of any Assumed Scheduled Payments due or deemed due, on or in respect of the Mortgage Loans for their respective Due Dates occurring during the related Collection Period, to the extent not previously paid by the related borrower or advanced by the Master Servicer or Trustee, as applicable, prior to such Collection Period;

	(b) the aggregate of all principal prepayments received on the Mortgage Loans during the related Collection Period;

	(c) with respect to any Mortgage Loan as to which the related stated maturity date occurred during or prior to the related Collection Period, any payment of principal made by or on behalf of the related borrower during the related Collection Period (including any Balloon Payment), net of any portion of such payment that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or the principal portion of any Assumed Scheduled Payment deemed due, in respect of such Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered;

	(d) the aggregate of the principal portion of all liquidation proceeds, insurance proceeds, condemnation awards and proceeds of repurchases of Mortgage Loans and Substitution Shortfall Amounts and, to the extent not otherwise included in clause (a), (b) or (c) above, payments and other amounts that were received on or in respect of Mortgage Loans during the related Collection Period and that were identified and applied by the Master Servicer as recoveries of principal, in each case net of any portion of such amounts that represents a recovery of the principal portion of any Scheduled Payment (other than a Balloon Payment) due, or of the principal portion of any Assumed Scheduled Payment deemed due, in respect of the related Mortgage Loan on a Due Date during or prior to the related Collection Period and not previously recovered; and

	(e) if such Distribution Date is subsequent to the initial Distribution Date, the excess, if any, of the Principal Distribution Amount for the immediately preceding Distribution Date, over the aggregate distributions of principal made on the Certificates on such immediately preceding Distribution Date;

provided that the Principal Distribution Amount for any Distribution Date shall be reduced by the amount of any reimbursements of nonrecoverable Advances plus interest on such nonrecoverable Advances that are

The “Scheduled Payment” due on any Mortgage Loan on any related Due Date is the amount of the Periodic Payment (including Balloon Payments) that is or would have been, as the case may be, due thereon on such date, without regard to any waiver, modification or amendment of such Mortgage Loan granted or agreed to by the Special Servicer or otherwise resulting from a bankruptcy or similar proceeding involving the related borrower, without regard to the accrual of Additional Interest on or the application of any Excess Cash Flow to pay principal on an ARD Loan, without regard to any acceleration of principal by reason of default, and with the assumption that each prior Scheduled Payment has been made in a timely manner. The “Assumed Scheduled Payment” is an amount deemed due (i) on any Balloon Loan that is delinquent in respect of its Balloon Payment beyond the first Determination Date that follows its stated maturity date and (ii) on an REO Mortgage Loan. The Assumed Scheduled Payment deemed due on any such Balloon Loan on its stated maturity date and on each successive related Due Date that it remains or is deemed to remain outstanding will equal the Scheduled Payment that would have been due thereon on such date if the related Balloon Payment had not come due but rather such Mortgage Loan had continued to amortize in accordance with such loan’s amortization schedule, if any, and to accrue interest at the Mortgage Rate in effect as of the Closing Date. The Assumed Scheduled Payment deemed due on any REO Mortgage Loan on each Due Date that the related REO Property remains part of the Trust Fund will equal the Scheduled Payment that would have been due in respect of such Mortgage Loan on such Due Date had it remained outstanding (or, if such Mortgage Loan was a Balloon Mortgage Loan and such Due Date coincides with or follows what had been its stated maturity date, the Assumed Scheduled Payment that would have been deemed due in respect of such Mortgage Loan on such Due Date had it remained outstanding).

Distributions of the Principal Distribution Amount will constitute the only distributions of principal on the Certificates. Reimbursements of previously allocated Realized Losses and Additional Trust Fund Expenses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is made.

Treatment of REO Properties. Notwithstanding that any Mortgaged Property may be acquired as part of the Trust Fund through foreclosure, deed in lieu of foreclosure or otherwise, the related Mortgage Loan will be treated, for purposes of determining (i) distributions on the Certificates, (ii) allocations of Realized Losses and Additional Trust Fund Expenses to the Certificates, and (iii) the amount of Trustee Fees and Servicing Fees payable under the Pooling and Servicing Agreement, as having remained outstanding until such REO Property is liquidated. In connection therewith, operating revenues and other proceeds derived from such REO Property (net of related operating costs) will be “applied” by the Master Servicer as principal, interest and other amounts that would have been “due” on such Mortgage Loan, and the Master Servicer will be required to make P&I Advances in respect of such Mortgage Loan, in all cases as if such Mortgage Loan had remained outstanding. References to “Mortgage Loan” or “Mortgage Loans” in the definitions of “Principal Distribution Amount” and “Weighted Average Net Mortgage Rate” are intended to include any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (an “REO Mortgage Loan”).

Allocation of Prepayment Premiums and Yield Maintenance Charges. In the event a borrower is required to pay any Prepayment Premium or Yield Maintenance Charge, the amount of such payments actually collected will be distributed in respect of the Offered Certificates and the Class F, Class G and Class H Certificates as set forth below. “Yield Maintenance Charges” are fees paid or payable, as the context requires, as a result of a prepayment of principal on a Mortgage Loan, which fees have been calculated (based on Scheduled Payments on such Mortgage Loan) to compensate the holder of the

Any Prepayment Premiums or Yield Maintenance Charges collected on a Mortgage Loan during the related Collection Period will be distributed as follows: on each Distribution Date and with respect to the collection of any Prepayment Premiums or Yield Maintenance Charges on the Mortgage Loans, the holders of each Class of Offered Certificates and the Class F, Class G and Class H Certificates then entitled to distributions of principal on such Distribution Date will be entitled to an amount of Prepayment Premiums or Yield Maintenance Charges equal to the product of (a) the amount of such Prepayment Premiums or Yield Maintenance Charges; (b) a fraction (which in no event may be greater than one), the numerator of which is equal to the excess, if any, of the Pass-Through Rate of such Class of Certificates over the relevant Discount Rate (as defined below), and the denominator of which is equal to the excess, if any, of the Mortgage Rate of the prepaid Mortgage Loan over the relevant Discount Rate; and (c) a fraction, the numerator of which is equal to the amount of principal distributable on such Class of Certificates on such Distribution Date, and the denominator of which is the Principal Distribution Amount for such Distribution Date. If there is more than one such Class of Certificates entitled to distributions of principal on any particular Distribution Date on which a Prepayment Premium or Yield Maintenance Charge is distributable, the aggregate amount of such Prepayment Premium or Yield Maintenance Charge will be allocated among all such Classes up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with, the first sentence of this paragraph. The portion, if any, of the Prepayment Premiums or Yield Maintenance Charges remaining after any such payments described above will be distributed as follows: (a) on or before the Distribution Date in November 2010, 85% to the holders of the Class X-C Certificates and 15% to the holders of the Class X-P Certificates and (b) thereafter, 100% to the holders of the Class X-C Certificates.

The “Discount Rate” applicable to any Class of Offered Certificates and the Class F, Class G and Class H Certificates will equal the yield (when compounded monthly) on the U.S. Treasury issue with a maturity date closest to the maturity date for the prepaid Mortgage Loan or REO Mortgage Loan. In the event that there are two or more such U.S. Treasury issues (a) with the same coupon, the issue with the lowest yield will be utilized, and (b) with maturity dates equally close to the maturity date for the prepaid Mortgage Loan or REO Mortgage Loan, the issue with the earliest maturity date will be utilized.

For an example of the foregoing allocation of Prepayment Premiums and Yield Maintenance Charges, see “SUMMARY OF PROSPECTUS SUPPLEMENT” in this Prospectus Supplement. The Depositor makes no representation as to the enforceability of the provision of any Mortgage Note requiring the payment of a Prepayment Premium or Yield Maintenance Charge, or of the collectability of any Prepayment Premium or Yield Maintenance Charge. See “DESCRIPTION OF THE MORTGAGE POOL—Certain Terms and Conditions of the Mortgage Loans—Prepayment Provisions” in this Prospectus Supplement.

Distributions of Additional Interest. On each Distribution Date, any Additional Interest collected on an ARD Loan during the related Collection Period will be distributed to the holders of the Class Z Certificates. There can be no assurance that any Additional Interest will be collected on the ARD Loans.

The rights of holders of the Subordinate Certificates to receive distributions of amounts collected or advanced on the Mortgage Loans will be subordinated, to the extent described in this Prospectus Supplement, to the rights of holders of the Class A and Class X Certificates and each other such Class of Subordinate Certificates, if any, with an earlier alphabetical Class designation. This subordination provided by the Subordinate Certificates, is intended to enhance the likelihood of timely receipt by the holders of the Class A and Class X Certificates of the full amount of Distributable Certificate Interest payable in respect of such Classes of Certificates on each Distribution Date, and the ultimate receipt by the holders

of each Class of the Class A Certificates of principal in an amount equal to the entire related Certificate Balance. Similarly, but to decreasing degrees, this subordination is also intended to enhance the likelihood of timely receipt by the holders of the Class B, Class C, Class D and Class E Certificates of the full amount of Distributable Certificate Interest payable in respect of such Classes of Certificates on each Distribution Date, and the ultimate receipt by the holders of such Certificates of, in the case of each such Class thereof, principal equal to the entire related Certificate Balance. The protection afforded (a) to the holders of the Class E Certificates by means of the subordination of the Non-Offered Certificates (other than the Class X Certificates) (b) to the holders of the Class D Certificates by means of the subordination of the Class E and the Non-Offered Certificates (other than the Class X Certificates), (c) to the holders of the Class C Certificates by means of the subordination of the Class D, Class E and the Non-Offered Certificates (other than the Class X Certificates), (d) to the holders of the Class B Certificates by means of the subordination of the Class C, Class D, Class E and the Non-Offered Certificates (other than the Class X Certificates) and (e) to the holders of the Class A and Class X Certificates by means of the subordination of the Subordinate Certificates, will be accomplished by (i) the application of the Available Distribution Amount on each Distribution Date in accordance with the order of priority described under “—Distributions—Application of the Available Distribution Amount” above and (ii) by the allocation of Realized Losses and Additional Trust Fund Expenses as described below. Until the first Distribution Date after the aggregate of the Certificate Balances of the Subordinate Certificates has been reduced to zero, the Class A-4 Certificates will receive principal payments only after the Certificate Balance of the Class A-3 Certificates has been reduced to zero, the Class A-3 Certificates will receive principal payments only after the Certificate Balance of the Class A-2 Certificates has been reduced to zero, and the Class A-2 Certificates will receive principal payments only after the Certificate Balance of the Class A-1 Certificates has been reduced to zero. However, after the Distribution Date on which the Certificate Balances of the Subordinate Certificates have been reduced to zero, the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, to the extent such Certificates remain outstanding, will bear shortfalls in collections and losses incurred in respect of the Mortgage Loans pro rata in respect of distributions of principal and then the Class A-1, Class A-2, Class A-3, Class A-4, Class X-C and Class X-P Certificates, to the extent such Certificates remain outstanding, will bear such shortfalls pro rata in respect of distributions of interest. No other form of credit support will be available for the benefit of the holders of the Offered Certificates.

Allocation to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates (unless the aggregate Certificate Balance of each Class of Subordinate Certificates has been reduced to zero, first to the Class A-1 Certificates until the Certificate Balance thereof has been reduced to zero, then to the Class A-2 Certificates until the Certificate Balance thereof has been reduced to zero) then to the Class A-3 Certificates until the Certificate Balance thereof has been reduced to zero, and then to the Class A-4 Certificates until the Certificate Balance thereof has been reduced to zero, for so long as they are outstanding, of the entire Principal Distribution Amount for each Distribution Date will have the effect of reducing the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4 Certificates at a proportionately faster rate than the rate at which the aggregate Stated Principal Balance of the Mortgage Pool will reduce. Thus, as principal is distributed to the holders of such Class A-1, Class A-2, Class A-3, Class A-4 Certificates, the percentage interest in the Trust Fund evidenced by such Class A-1, Class A-2, Class A-3, Class A-4 Certificates will be decreased (with a corresponding increase in the percentage interest in the Trust Fund evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Balances, the subordination afforded such Class A-1, Class A-2, Class A-3, Class A-4 Certificates by the Subordinate Certificates.

On each Distribution Date, following all distributions on the Certificates to be made on such date, the aggregate of all Realized Losses and Additional Trust Fund Expenses related to all Mortgage Loans, that have been incurred since the Cut-Off Date through the end of the related Collection Period and that have not previously been allocated as described below will be allocated among the respective Classes of Sequential Pay Certificates (in each case in reduction of their respective Certificate Balances) as follows, but in the aggregate only to the extent that the aggregate Certificate Balance of all Classes of Sequential Pay Certificates remaining outstanding after giving effect to the distributions on such Distribution Date

exceeds the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date: first, to the Class P Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; second, to the Class O Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; third, to the Class N Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourth, to the Class M Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fifth, to the Class L Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; sixth, to the Class K Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; seventh, to the Class J Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eighth, to the Class H Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; ninth, to the Class G Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; tenth, to the Class F Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; eleventh, to the Class E Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; twelfth, to the Class D Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; thirteenth, to the Class C Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; fourteenth, to the Class B Certificates, until the remaining Certificate Balance of such Class of Certificates is reduced to zero; and, last, to the Class A-1 Certificates, the Class A-2 Certificates, Class A-3 Certificates and the Class A-4 Certificates, pro rata, in proportion to their respective outstanding Certificate Balances, until the remaining Certificate Balances of such Classes of Certificates are reduced to zero.

“Realized Losses” are losses arising from the inability to collect all amounts due and owing under any defaulted Mortgage Loan, including by reason of the fraud or bankruptcy of the borrower or a casualty of any nature at the related Mortgaged Property, to the extent not covered by insurance. The Realized Loss in respect of a liquidated Mortgage Loan (or related REO Property) is an amount generally equal to the excess, if any, of (a) the outstanding principal balance of such Mortgage Loan as of the date of liquidation, together with (i) all accrued and unpaid interest thereon to but not including the Due Date in the Collection Period in which the liquidation occurred (exclusive of any related default interest in excess of the Mortgage Rate, Additional Interest, Prepayment Premium or Yield Maintenance Charges) and (ii) certain related unreimbursed servicing expenses (including any unreimbursed interest on any Advances), over (b) the aggregate amount of liquidation proceeds, if any, recovered in connection with such liquidation. If any portion of the debt due under a Mortgage Loan (other than Additional Interest and default interest in excess of the Mortgage Rate) is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the Special Servicer or in connection with the bankruptcy or similar proceeding involving the related borrower, the amount so forgiven also will be treated as a Realized Loss. The Realized Loss in respect of a Mortgage Loan for which a Final Recovery Determination has been made includes nonrecoverable Advances (including interest on such nonrecoverable Advances) to the extent amounts have been paid from the Principal Distribution Amount pursuant to the Pooling and Servicing Agreement.

“Additional Trust Fund Expenses” include, among other things, (i) any Special Servicing Fees, Liquidation Fees or Workout Fees paid to the Special Servicer, (ii) any interest paid to the Master Servicer, and/or the Trustee in respect of unreimbursed Advances (to the extent not otherwise offset by penalty interest and late payment charges) and amounts payable to the Special Servicer in connection with certain inspections of Mortgaged Properties required pursuant to the Pooling and Servicing Agreement (to the extent not otherwise offset by penalty interest and late payment charges otherwise payable to the Special Servicer and received in the Collection Period during which such inspection related expenses were incurred) and (iii) any of certain unanticipated expenses of the Trust Fund, including certain indemnities and reimbursements to the Trustee of the type described under “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certain Matters Regarding the Trustee” in the Prospectus, certain indemnities and reimbursements to the Master Servicer, the Special Servicer and the Depositor of the type described under “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certain Matters Regarding the Master Servicer and the Depositor” in the Prospectus (the Special Servicer having

On or about each Distribution Date, the Master Servicer is obligated, subject to the recoverability determination described in the next paragraph, to make advances (each, a “P&I Advance”) out of its own funds or, subject to the replacement thereof as provided in the Pooling and Servicing Agreement, from funds held in the Certificate Account that are not required to be distributed to Certificateholders (or paid to any other Person pursuant to the Pooling and Servicing Agreement) on such Distribution Date, in an amount that is generally equal to the aggregate of all Periodic Payments (other than Balloon Payments) and any Assumed Scheduled Payments, net of related Master Servicing Fees, in respect of the Mortgage Loans (other than the Chelsea Market Loan and the Regency Square Mall Loan, as provided below) and any REO Mortgage Loans during the related Collection Period, in each case to the extent such amount was not paid by or on behalf of the related borrower or otherwise collected (or previously advanced by the Master Servicer) as of the close of business on the last day of the Collection Period. P&I Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of Certificates entitled thereto, rather than to insure against losses. The Master Servicer’s obligations to make P&I Advances in respect of any Mortgage Loan, subject to the recoverability determination, will continue until liquidation of such Mortgage Loan or disposition of any REO Property acquired in respect thereof. However, if the Periodic Payment on any Mortgage Loan has been reduced in connection with a bankruptcy or similar proceeding or a modification, waiver or amendment granted or agreed to by the Special Servicer, the Master Servicer will be required to advance only the amount of the reduced Periodic Payment (net of related Servicing Fees) in respect of subsequent delinquencies. In addition, if it is determined that an Appraisal Reduction Amount exists with respect to any Required Appraisal Loan (as defined below), then, with respect to the Distribution Date immediately following the date of such determination and with respect to each subsequent Distribution Date for so long as such Appraisal Reduction Amount exists, the Master Servicer will be required in the event of subsequent delinquencies to advance in respect of such Mortgage Loan only an amount equal to the sum of (i) the amount of the interest portion of the P&I Advance that would otherwise be required without regard to this sentence, minus the product of (a) such Appraisal Reduction Amount and (b) the per annum Pass-Through Rate (i.e., for any month, one twelfth of the Pass-Through Rate) applicable to the Class of Certificates, to which such Appraisal Reduction Amount is allocated as described in “—Appraisal Reductions” below and (ii) the amount of the principal portion of the P&I Advance that would otherwise be required without regard to this sentence. Pursuant to the terms of the Pooling and Servicing Agreement, if the Master Servicer fails to make a P&I Advance required to be made, the Trustee shall then be required to make such P&I Advance, in such case, subject to the recoverability standard described below. Neither the Master Servicer nor Trustee will be required to make a P&I Advance or any other advance for any Balloon Payments, default interest, late payment charges, Prepayment Premiums, Yield Maintenance Charges or Additional Interest.

In general, neither the Master Servicer nor the Trustee will be required to make any P&I Advances with respect to the Chelsea Market Loan or the Regency Square Mall Loan under the Pooling and Servicing Agreement. Those advances will be made by the 2003-C7 Master Servicer in accordance with the 2003-C7 Pooling and Servicing Agreement on generally the same terms and conditions as are applicable under the Pooling and Servicing Agreement. Furthermore, the amount of principal and interest advances to be made with respect to the Chelsea Market Loan or the Regency Square Mall Loan may be

reduced by an appraisal reduction amount as calculated under the 2003-C7 Pooling and Servicing Agreement, which amount will be calculated in a manner generally the same as an Appraisal Reduction Amount. If the 2003-C7 Master Servicer fails to make a required principal and interest advance on the Chelsea Market Loan or the Regency Square Mall Loan pursuant to the 2003-C7 Pooling and Servicing Agreement (other than based on a determination that such advance will not be recoverable out of collections on the Chelsea Market Loan Pair or the Regency Square Mall Loan Pair), the Master Servicer will be required to make the P&I Advances so long as it has received all information necessary to make a recoverability determination. If the Master Servicer fails to make the required P&I Advance, the Trustee is required to make such P&I Advance, subject to the same limitations, and with the same rights, as described above for the Master Servicer. The Master Servicer and the Trustee may conclusively rely on the non-recoverability determination of the 2003-C7 Master Servicer. If any principal and interest advances are made with respect to the Chelsea Market Loan or the Regency Square Mall Loan under the 2003-C7 Pooling and Servicing Agreement or under the Pooling and Servicing Agreement, the party making that advance will be entitled to be reimbursed with interest thereon as set forth in the 2003-C7 Pooling and Servicing Agreement or the Pooling and Servicing Agreement, as applicable, including in the event that the 2003-C7 Master Servicer has made a principal and interest advance on the Chelsea Market Loan or the Regency Square Mall Loan that it subsequently determines is not recoverable from expected collections on the Chelsea Market Loan or the Regency Square Mall Loan, from general collections on all Mortgage Loans in this trust.

The Master Servicer (or the Trustee) is entitled to recover any P&I Advance made out of its own funds from any amounts collected in respect of the Mortgage Loan (net of related Master Servicing Fees with respect to collections of interest and net of related Principal Recovery Fees and Workout Fees with respect to collections of principal) as to which such P&I Advance was made whether such amounts are collected in the form of late payments, insurance and condemnation proceeds or liquidation proceeds, or any other recovery of the related Mortgage Loan or REO Property (“Related Proceeds”). Neither the Master Servicer nor the Trustee is obligated to make any P&I Advance that it determines in accordance with the Servicing Standard, would, if made, not be recoverable from Related Proceeds (a “Nonrecoverable P&I Advance”), and the Master Servicer (or the Trustee) is entitled to recover, from general funds on deposit in the Certificate Account, any P&I Advance made that it later determines to be a Nonrecoverable P&I Advance plus interest at the Reimbursement Rate. See “DESCRIPTION OF THE CERTIFICATES—Advances in Respect of Delinquencies” and “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Certificate Account” in the Prospectus.

In connection with the recovery by the Master Servicer or the Trustee of any P&I Advance made by it or the recovery by the Master Servicer or the Trustee of any reimbursable servicing expense (which may include non-recoverable advances to the extent deemed to be in the best interest of the Certificateholders) incurred by it (each such P&I Advance or servicing expense, an “Advance”), the Master Servicer or the Trustee, as applicable, is entitled to be paid interest compounded annually at a per annum rate equal to the Reimbursement Rate. Such interest will be paid contemporaneously with the reimbursement of the related Advance first out of late payment charges and default interest received on the related Mortgage Loan during the Collection Period in which such reimbursement is made and then from general collections on the Mortgage Loans then on deposit in the Certificate Account; provided, however, no P&I Advance shall accrue interest until after the expiration of any applicable grace period for the related Periodic Payment. In addition, to the extent the Master Servicer receives late payment charges or default interest on a Mortgage Loan for which interest on Advances related to such Mortgage Loan has been paid from general collections on deposit in the Certificate Account and not previously reimbursed to the Trust Fund, such late payment charges or default interest will be used to reimburse the Trust Fund for such payment of interest. The “Reimbursement Rate” is equal to the “prime rate” published in the “Money Rates” section of The Wall Street Journal, as such “prime rate” may change from time to time, accrued on the amount of such Advance from the date made to but not including the date of reimbursement. To the extent not offset or covered by amounts otherwise payable on the Non-Offered Certificates, interest accrued on outstanding Advances will result in a reduction in amounts payable on the Offered Certificates, subject to the distribution priorities described in this Prospectus Supplement.

Upon a determination that a previously made Advance is not recoverable, instead of obtaining reimbursement out of general collections immediately, the Master Servicer, or the Trustee, as applicable, may, in its sole discretion, elect to obtain reimbursement for such nonrecoverable Advance over time (not to exceed 6 months or such longer period of time as agreed to by the Master Servicer and the Controlling Class Representative, each in its sole discretion) and the unreimbursed portion of such Advance will accrue interest at the prime rate. At any time after such a determination to obtain reimbursement over time, the Master Servicer, the Special Servicer or the Trustee, as applicable, may, in its sole discretion, decide to obtain reimbursement immediately. The fact that a decision to recover such nonrecoverable Advances over time, or not to do so, benefits some Classes of Certificateholders to the detriment of other Classes shall not, with respect to the Master Servicer, constitute a violation of the Servicing Standard and/or with respect to the Trustee, constitute a violation of any fiduciary duty to Certificateholders or contractual duty under the Pooling and Servicing Agreement.

If the Master Servicer or the Trustee, as applicable, reimburses itself out of general collections on the Mortgage Pool for any Advance that it has determined is not recoverable out of collections on the related Mortgage Loan, then that Advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted pursuant to the terms of the Pooling and Servicing Agreement, to be reimbursed first out of the Principal Distribution Amount otherwise distributable on the Certificates (prior to being deemed reimbursed out of payments and other collections of interest on the underlying Mortgage Loans otherwise distributable on the Certificates), thereby reducing the Principal Distribution Amount of the Certificates. To the extent any Advance is determined to be nonrecoverable, the Advance is reimbursed out of the Principal Distribution Amount as described above and the item for which the Advance was originally made is subsequently collected from payments or other collections on the related Mortgage Loan, then the Principal Distribution Amount for the Distribution Date corresponding to the Collection Period in which this item was recovered will be increased by the lesser of (a) the amount of the item and (b) any previous reduction in the Principal Distribution Amount for a prior Distribution Date pursuant to this paragraph.

Other than with respect to the Chelsea Market Loan and the Regency Square Mall Loan, upon the earliest of the date (each such date, a “Required Appraisal Date”) that (1) any Mortgage Loan is 60 days delinquent in respect of any Periodic Payments, (2) any REO Property is acquired on behalf of the Trust Fund in respect of any Mortgage Loan, (3) any Mortgage Loan has been modified by the Special Servicer to reduce the amount of any Periodic Payment, other than a Balloon Payment, (4) a receiver is appointed and continues in such capacity in respect of the Mortgaged Property securing any Mortgage Loan, (5) a borrower with respect to any Mortgage Loan becomes subject to any bankruptcy proceeding or (6) a Balloon Payment with respect to any Mortgage Loan has not been paid on its scheduled maturity date, unless the Master Servicer has, on or prior to 60 days following the scheduled maturity date of such Balloon Payment, received written evidence from an institutional lender of such lender’s binding commitment to refinance such Mortgage Loan within 60 days after the Due Date of such Balloon Payment (provided that if such refinancing does not occur during such time specified in the commitment, the related Mortgage Loan will immediately become a Required Appraisal Loan) or (7) any Mortgage Loan is outstanding 60 days after the third anniversary of an extension of its scheduled maturity date (each such Mortgage Loan, including an REO Mortgage Loan, a “Required Appraisal Loan”), the Special Servicer is required to obtain (within 60 days of the applicable Required Appraisal Date) an appraisal of the related Mortgaged Property prepared in accordance with 12 CFR Section 225.62 and conducted in accordance with the standards of the Appraisal Institute by a Qualified Appraiser (or with respect to any Mortgage Loan with an outstanding principal balance less than $2 million, an internal valuation performed by the Special Servicer), unless such an appraisal had previously been obtained within the prior twelve months. A “Qualified Appraiser” is an independent appraiser, selected by the Special Servicer or the Master Servicer, that is a member in good standing of the Appraisal Institute, and that, if the state in which the subject Mortgaged Property is located certifies or licenses appraisers, is certified or licensed in such state, and in each such case, who has a minimum of five years experience in the subject

property type and market. The cost of such appraisal will be advanced by the Master Servicer, subject to the Master Servicer’s right to be reimbursed therefor out of Related Proceeds or, if not reimbursable therefrom, out of general funds on deposit in the Certificate Account. As a result of any such appraisal, it may be determined that an “Appraisal Reduction Amount” exists with respect to the related Required Appraisal Loan, such determination to be made by the Master Servicer as described below. The Appraisal Reduction Amount for any Required Appraisal Loan will equal the excess, if any, of (a) the sum (without duplication), as of the first Determination Date immediately succeeding the Master Servicer’s obtaining knowledge of the occurrence of the Required Appraisal Date if no new appraisal is required or the date on which the appraisal or internal valuation, if applicable, is obtained and each Determination Date thereafter so long as the related Mortgage Loan remains a Required Appraisal Loan, of (i) the Stated Principal Balance of such Required Appraisal Loan, (ii) to the extent not previously advanced by or on behalf of the Master Servicer or the Trustee, all unpaid interest on the Required Appraisal Loan through the most recent Due Date prior to such Determination Date at a per annum rate equal to the related Net Mortgage Rate (exclusive of any portion thereof that constitutes Additional Interest), (iii) all accrued but unpaid Servicing Fees and all accrued but unpaid Additional Trust Fund Expenses in respect of such Required Appraisal Loan, (iv) all related unreimbursed Advances (plus accrued interest thereon) made by or on behalf of the Master Servicer, the Special Servicer or the Trustee with respect to such Required Appraisal Loan and (v) all currently due and unpaid real estate taxes and reserves owed for improvements and assessments, insurance premiums, and, if applicable, ground rents in respect of the related Mortgaged Property, over (b) an amount equal to the sum of (i) all escrows, reserves and letters of credit held for the purposes of reserves (provided such letters of credit may be drawn upon for reserve purposes under the related Mortgage Loan documents) held with respect to such Required Appraisal Loan, plus (ii) 90% of the appraised value (net of any prior liens and estimated liquidation expenses) of the related Mortgaged Property as determined by such appraisal less any downward adjustments made by the Special Servicer (without implying any obligation to do so) based upon its review of the Appraisal and such other information as the Special Servicer may deem appropriate. If the Special Servicer has not obtained a new appraisal (or performed an internal valuation, if applicable) within the time limit described above, the Appraisal Reduction Amount for the related Mortgage Loan will equal 25% of the principal balance of such Mortgage Loan, to be adjusted upon receipt of the new appraisal (or internal valuation, if applicable).

As a result of calculating an Appraisal Reduction Amount with respect to a Mortgage Loan, the P&I Advance for such Mortgage Loan for the related Distribution Date will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Subordinate Certificates in reverse alphabetical order of the Classes. See “—P&I Advances” above. With respect to the Chelsea Market Loan and the Regency Square Mall Loan, the appraisal reduction amount will be calculated under the 2003-C7 Pooling and Servicing Agreement in a manner generally the same as an Appraisal Reduction Amount as described above. See “SERVICING OF THE MORTGAGE LOANS—Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair” in this Prospectus Supplement. For the purpose of calculating P&I Advances only, the aggregate Appraisal Reduction Amounts will be allocated to the Certificate Balance of each Class of Sequential Pay Certificates in reverse alphabetical order.

Trustee Reports. Based solely on information provided in monthly reports prepared by the Master Servicer and the Special Servicer (and subject to the limitations with respect thereto) and delivered to the Trustee, the Trustee is required to provide or make available either electronically (on the Trustee’s


	(a) A statement (a “Distribution Date Statement”), substantially in the form of Annex B to this Prospectus Supplement, setting forth, among other things, for each Distribution Date:


	(i) the amount of the distribution to the holders of each Class of REMIC Regular Certificates in reduction of the Certificate Balance thereof;

	(ii) the amount of the distribution to the holders of each Class of REMIC Regular Certificates allocable to Distributable Certificate Interest;

	(iii) the amount of the distribution to the holders of each Class of REMIC Regular Certificates allocable to Prepayment Premiums and Yield Maintenance Charges;

	(iv) the amount of the distribution to the holders of each Class of REMIC Regular Certificates in reimbursement of previously allocated Realized Losses and Additional Trust Fund Expenses;

	(v) the Available Distribution Amount for such Distribution Date;

	(vi) (a) the aggregate amount of P&I Advances made in respect of such Distribution Date and (b) the aggregate amount of servicing advances as of the close of business on the related Determination Date;

	(vii) the aggregate unpaid principal balance of the Mortgage Pool outstanding as of the close of business on the related Determination Date;

	(viii) the aggregate Stated Principal Balance of the Mortgage Pool outstanding immediately before and immediately after such Distribution Date;

	(ix) the number, aggregate unpaid principal balance, weighted average remaining term to maturity or Anticipated Repayment Date and weighted average Mortgage Rate of the Mortgage Loans as of the close of business on the related Determination Date;

	(x) the number and aggregate Stated Principal Balance (immediately after such Distribution Date) (and with respect to each delinquent Mortgage Loan, a brief description of the reason for delinquency, if known by the Master Servicer or Special Servicer, as applicable) of Mortgage Loans (a) delinquent 30-59 days, (b) delinquent 60-89 days, (c) delinquent 90 days or more, and (d) as to which foreclosure proceedings have been commenced;

	(xi) as to each Mortgage Loan referred to in the preceding clause (x) above: (a) the loan number thereof, (b) the Stated Principal Balance thereof immediately following such Distribution Date and (c) a brief description of any loan modification;

	(xii) with respect to any Mortgage Loan as to which a liquidation event occurred during the related Collection Period (other than a payment in full), (a) the loan number thereof, (b) the aggregate of all liquidation proceeds and other amounts received in connection with such liquidation event (separately identifying the portion thereof allocable to distributions on the Certificates), and (c) the amount of any Realized Loss in connection with such liquidation event;

	(xiii) with respect to any REO Property included in the Trust Fund as to which the Special Servicer has determined, in accordance with accepted servicing standards, that all payments or recoveries with respect to such property have been ultimately recovered (a “Final Recovery Determination”) was made during the related Collection Period, (a) the loan number of the related Mortgage Loan, (b) the aggregate of all liquidation proceeds and other amounts received in connection with such Final Recovery Determination (separately identifying the portion thereof allocable to distributions on the Certificates), and (c) the amount of any


	Realized Loss in respect of the related REO Property in connection with such Final Recovery Determination;

	(xiv) the Accrued Certificate Interest in respect of each Class of REMIC Regular Certificates for such Distribution Date;

	(xv) any unpaid Distributable Certificate Interest in respect of each Class of REMIC Regular Certificates after giving effect to the distributions made on such Distribution Date;

	(xvi) the Pass-Through Rate for each Class of REMIC Regular Certificates for such Distribution Date;

	(xvii) the Principal Distribution Amount for such Distribution Date (and, in the case of any principal prepayment or other unscheduled collection of principal received during the related Collection Period, the loan number for the related Mortgage Loan and the amount of such prepayment or other collection of principal);

	(xviii) the aggregate of all Realized Losses incurred during the related Collection Period and all Additional Trust Fund Expenses incurred during the related Collection Period;

	(xix) the aggregate of all Realized Losses and Additional Trust Fund Expenses that were allocated to each Class on such Distribution Date;

	(xx) the Certificate Balance of each Class of REMIC Regular Certificates (other than the Class X Certificates) and the Notional Amount of the Class X-C and Class X-P Certificates immediately before and immediately after such Distribution Date, separately identifying any reduction therein due to the allocation of Realized Losses and Additional Trust Fund Expenses on such Distribution Date;

	(xxi) the certificate factor for each Class of REMIC Regular Certificates immediately following such Distribution Date;

	(xxii) the aggregate amount of interest on P&I Advances paid to the Master Servicer or the Trustee during the related Collection Period;

	(xxiii) the aggregate amount of interest on servicing advances paid to the Master Servicer, the Special Servicer and the Trustee with respect to the Mortgage Pool during the related Collection Period;

	(xxiv) the aggregate amount of servicing fees and Trustee Fees paid to the Master Servicer, the Special Servicer and the Trustee, as applicable, during the related Collection Period;

	(xxv) the loan number for each Required Appraisal Loan and any related Appraisal Reduction Amount as of the related Determination Date;

	(xxvi) the original and then current credit support levels for each Class of REMIC Regular Certificates;

	(xxvii) the original and then current ratings for each Class of REMIC Regular Certificates;

	(xxviii) the aggregate amount of Prepayment Premiums and Yield Maintenance Charges collected during the related Collection Period;

	(xxix) the amounts, if any, actually distributed with respect to the Class R-I Certificates, Class R-II Certificates and Class Z Certificates on such Distribution Date; and

	(xxx) the value of any REO Property included in the Trust Fund at the end of the Collection Period, based on the most recent appraisal or valuation.


	(b) A “CMSA Loan Periodic Update File” and a “CMSA Property File” (in electronic form and substance as provided by the Master Servicer and/or the Special Servicer) setting forth certain


	information (with respect to CMSA Loan Periodic Update File, as of the related Determination Date) with respect to the Mortgage Loans and the Mortgaged Properties, respectively.

	(c) A “CMSA Collateral Summary File” and a “CMSA Bond File” setting forth certain information with respect to the Mortgage Loans and the Certificates, respectively.

The Master Servicer and/or the Special Servicer is required to deliver (in electronic format acceptable to the Trustee and the Master Servicer) to the Trustee prior to each Distribution Date, and the Trustee is required to provide or make available electronically or by first class mail to each Certificateholder, the Depositor, the Underwriters, the Trustee and each Rating Agency on each Distribution Date, the following reports:


	(a) CMSA Delinquent Loan Status Report;

	(b) CMSA Historical Loan Modification and Corrected Mortgage Loan Report;

	(c) CMSA Historical Liquidation Report;

	(d) CMSA REO Status Report;

	(e) CMSA Servicer Watch List/ Portfolio Review Guidelines;

	(f) CMSA Operating Statement Analysis Report;

	(g) CMSA NOI Adjustment Worksheet;

	(h) CMSA Comparative Financial Status Report;

	(i) CMSA Loan Level Reserve/ LOC Report; and

	(j) An “Updated Collection Report” identifying each mortgage loan with respect to which the Master Servicer received a Periodic Payment or principal payment after the Determination Date and before the P&I Advance Date for the related month.

Each of the reports referenced as CMSA reports will be in the form prescribed in the standard Commercial Mortgage Securities Association (“CMSA”) investor reporting package. Forms of these reports are available at the CMSA’s website located at www.cmbs.org.

The reports identified in clauses (a), (b), (c), (d), (i) and (j) above are referred to in this Prospectus Supplement as the “Unrestricted Servicer Reports,” and the reports identified in clauses (e), (f), (g) and (h) above are referred to in t his Prospectus Supplement as the “Restricted Servicer Reports.”

In addition, within a reasonable period of time after the end of each calendar year, the Trustee is required to send to each person who at any time during the calendar year was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) certain items provided to Certificateholders in the monthly Distribution Date Statements and such other information as may be required to enable such Certificateholders to prepare their federal income tax returns. Such information is required to include the amount of original issue discount accrued on each Class of Certificates and information regarding the expenses of the Trust Fund. Such requirements shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code in force from time to time.

The information that pertains to Specially Serviced Trust Fund Assets reflected in reports will be based solely upon the reports delivered by the Special Servicer or the Master Servicer to the Trustee prior to related Distribution Date. Absent manifest error, none of the Master Servicer, the Special Servicer or the Trustee will be responsible for the accuracy or completeness of any information supplied to it by a Mortgagor or third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer or the Trustee, as applicable.

Book-Entry Certificates. Until such time as definitive Offered Certificates are issued in respect of the Book-Entry Certificates, the foregoing information will be available to the holders of the Book-Entry

Information Available Electronically. On or prior to each Distribution Date, the Trustee will make available to any interested party via its internet website initially located at “www.ctslink.com/cmbs,” (i) the related Distribution Date Statement, (ii) the CMSA Loan Periodic Update File, CMSA loan setup file, CMSA Bond File and CMSA Collateral Summary File, (iii) the Unrestricted Servicer Reports, (iv) as a convenience for interested parties (and not in furtherance of the distribution thereof under the securities laws), the Prospectus Supplement, the Prospectus and the Pooling and Servicing Agreement, and (v) any other items at the request of the Depositor.

In addition, on each Distribution Date, the Trustee will make available on a restricted basis, (i) the Restricted Servicer Reports and (ii) the CMSA Property File. The Trustee shall provide access to such restricted reports, upon written request, to any Privileged Person and to any other person upon the direction of the Depositor.

The Trustee and Master Servicer make no representations or warranties as to the accuracy or completeness of any report, document or other information made available on its internet website and assumes no responsibility therefor. In addition, the Trustee and the Master Servicer may disclaim responsibility for any information distributed by the Trustee or the Master Servicer, as the case may be, for which it is not the original source.

The Master Servicer may make available each month via the Master Servicer’s internet website, initially located at “www.wachovia.com” (i) to any interested party, the Unrestricted Servicer Reports, the CMSA loan setup file and the CMSA Loan Periodic Update File, and (ii) to any Privileged Person, with the use of a password provided by the Master Servicer to such Privileged Person, the Restricted Servicer Reports and the CMSA Property File. For assistance with the Master Servicer’s internet website, investors may call (800) 326-1334.

“Privileged Person” means any Certificateholder or any person identified to the Trustee or the Master Servicer, as applicable, as a prospective transferee of an Offered Certificate or any interests therein (that, with respect to any such holder or Certificate Owner or prospective transferee, has provided to the Trustee or the Master Servicer, as applicable, a certification in the form attached to the Pooling and Servicing Agreement), any Rating Agency, the Mortgage Loan Sellers, any holder of a Companion Loan, the Depositor and its designees, the Underwriters or any party to the Pooling and Servicing Agreement.

In connection with providing access to the Trustee’s internet website or the Master Servicer’s internet website, the Trustee or the Master Servicer, as applicable, may require registration and the acceptance of a disclaimer. Neither the Trustee nor the Master Servicer shall be liable for the dissemination of information in accordance with the Pooling and Servicing Agreement.

Other Information. The Pooling and Servicing Agreement requires that the Master Servicer or the Special Servicer make available at its offices primarily responsible for administration of the Trust Fund, during normal business hours, or send the requesting party at the expense of such requesting party, for review by any holder or Certificate Owner owning an Offered Certificate or an interest therein or any person identified by the Trustee to the Master Servicer or Special Servicer, as the case may be, as a prospective transferee of an Offered Certificate or an interest therein, originals or copies of, among other things, the following items: (a) the Pooling and Servicing Agreement and any amendments thereto, (b) all

Distribution Date Statements delivered to holders of the relevant Class of Offered Certificates since the Closing Date, (c) all officer’s certificates delivered by the Master Servicer since the Closing Date as described under “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Evidence as to Compliance” in the Prospectus, (d) all accountants’ reports delivered with respect to the Master Servicer since the Closing Date as described under “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Evidence as to Compliance” in the Prospectus, (e) the most recent property inspection report prepared by or on behalf of the Master Servicer in respect of each Mortgaged Property, (f) the most recent Mortgaged Property annual operating statements and rent roll, if any, collected by or on behalf of the Master Servicer, (g) any and all modifications, waivers and amendments of the terms of a Mortgage Loan entered into by the Special Servicer, (h) the Mortgage File relating to each Mortgage Loan, and (i) any and all officers’ certificates and other evidence prepared by the Master Servicer or the Special Servicer to support its determination that any Advance was or, if made, would not be recoverable from Related Proceeds. Copies of any and all of the foregoing items will be available from the Master Servicer or Special Servicer, as the case may be, upon request; however, the Master Servicer or Special Servicer, as the case may be, will be permitted to require (other than from the Rating Agencies) a certification from the person seeking such information (covering among other matters, confidentiality) and payment of a sum sufficient to cover the reasonable costs and expenses of providing such information to Certificateholders, Certificate Owners and their prospective transferees, including, without limitation, copy charges and reasonable fees for employee time and for space.

The “Assumed Final Distribution Date” with respect to any Class of REMIC Regular Certificates is the Distribution Date on which the Certificate Balance of such Class of Certificates would be reduced to zero based on the assumption that no Mortgage Loan is voluntarily prepaid prior to its stated maturity date (except for the ARD Loans which are assumed to be paid in full on their respective Anticipated Repayment Dates) and otherwise based on the “Table Assumptions” set forth under “YIELD AND MATURITY CONSIDERATIONS—Weighted Average Life” in this Prospectus Supplement, which Distribution Date shall in each case be as follows:

The Assumed Final Distribution Dates set forth above were calculated without regard to any delays in the collection of Balloon Payments and without regard to a reasonable liquidation time with respect to any Mortgage Loans that may be delinquent. Accordingly, in the event of defaults on the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be later, and could be substantially later, than the related Assumed Final Distribution Date(s).

In addition, the Assumed Final Distribution Dates set forth above were calculated on the basis of a 0% CPR (as defined in this Prospectus Supplement) (except that it is assumed that the ARD Loans pay their respective principal balances on their related Anticipated Repayment Dates) and no losses on the Mortgage Loans. Because the rate of principal payments (including prepayments) on the Mortgage Loans can be expected to exceed the scheduled rate of principal payments, and could exceed such scheduled rate by a substantial amount, and because losses may occur in respect of the Mortgage Loans, the actual final Distribution Date for one or more Classes of the Offered Certificates may be earlier, and could be substantially earlier, than the related Assumed Final Distribution Date(s). The rate of principal payments

The “Rated Final Distribution Date” with respect to each Class of Offered Certificates is the Distribution Date in November 2035, the first Distribution Date that follows the second anniversary of the end of the amortization term for the Mortgage Loan that, as of the Cut-Off Date, has the longest remaining amortization term. The rating assigned by a Rating Agency to any Class of Offered Certificates entitled to receive distributions in respect of principal reflects an assessment of the likelihood that Certificateholders of such Class will receive, on or before the Rated Final Distribution Date, all principal distributions to which they are entitled. See “RATINGS” in this Prospectus Supplement.

At all times during the term of the Pooling and Servicing Agreement, 100% of the voting rights for the Certificates (the “Voting Rights”) will be allocated among the respective Classes of Certificates as follows: (i) 4% in the aggregate in the case of the Class X Certificates (allocated, pro rata, between the Classes of Class X Certificates based on Notional Amount) and (ii) in the case of any other Class of Certificates, a percentage equal to the product of 96% and a fraction, the numerator of which is equal to the aggregate Certificate Balance of such Class of Certificates (as adjusted by treating any Appraisal Reduction Amount as a Realized Loss solely for the purposes of adjusting Voting Rights) and the denominator of which is equal to the aggregate Certificate Balances of all Classes of Certificates, determined as of the Distribution Date immediately preceding such time; provided, however, that the treatment of any Appraisal Reduction Amount as a Realized Loss shall not reduce the Certificate Balances of any Class for the purpose of determining the Controlling Class, the Controlling Class Representative or the Majority Subordinate Certificateholder. The holders of the Class R-I, Class R-II and Class Z Certificates will not be entitled to any Voting Rights. Voting Rights allocated to a Class of Certificates will be allocated among the related Certificateholders in proportion to the percentage interests in such Class evidenced by their respective Certificates. The Class A-1, Class A-2, Class A-3, and Class A-4 Certificates will be treated as one Class for determining the Controlling Class. In addition, if either the Master Servicer or the Special Servicer is the holder of any Sequential Pay Certificate, neither of the Master Servicer or Special Servicer, in its capacity as a Certificateholder, will have Voting Rights with respect to matters concerning compensation affecting the Master Servicer or the Special Servicer. See “DESCRIPTION OF THE CERTIFICATES—Voting Rights” in the Prospectus.

The obligations created by the Pooling and Servicing Agreement will terminate following the earlier of (i) the final payment (or advance in respect thereof) or other liquidation of the last Mortgage Loan or REO Property subject thereto, and (ii) the purchase of all of the Mortgage Loans and all of the REO Properties, if any, remaining in the Trust Fund by the Master Servicer, the Special Servicer or any single Certificateholder (so long as such Certificateholder is not an affiliate of the Depositor or a Mortgage Loan Seller) that is entitled to greater than 50% of the Voting Rights allocated to the Class of Sequential Pay Certificates with the latest alphabetical Class designation then outstanding (or if no Certificateholder is entitled to greater than 50% of the Voting Rights of such Class, the Certificateholder with the largest percentage of Voting Rights allocated to such Class) (the “Majority Subordinate Certificateholder”) and distribution or provision for distribution thereof to the Certificateholders. Written notice of termination of the Pooling and Servicing Agreement will be given to each Certificateholder, and the final distribution will be made only upon surrender and cancellation of the Certificates at the office of the Trustee or other registrar for the Certificates or at such other location as may be specified in such notice of termination.

Any such purchase by the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder of all the Mortgage Loans and all of the REO Properties, if any, remaining in the Trust Fund is required to be made at a price equal to (i) the aggregate Purchase Price of all the Mortgage Loans (other than REO Mortgage Loans) then included in the Trust Fund, plus (ii) the fair market value of all REO Properties then included in the Trust Fund, as determined by an independent appraiser selected by the Master Servicer and approved by the Trustee (which may be less than the Purchase Price for the corresponding REO Loan), minus (iii) if the purchaser is the Master Servicer, the aggregate of amounts payable or reimbursable to the Master Servicer under the Pooling and Servicing Agreement. Such purchase will effect early retirement of the then outstanding Offered Certificates, but the right of the Master Servicer, the Special Servicer or the Majority Subordinate Certificateholder to effect such purchase is subject to the requirement that the aggregate principal balance of the Mortgage Loans is less than 1% of the Cut-Off Date Pool Balance.

The purchase price paid in connection with the purchase of all Mortgage Loans and REO Properties remaining in the Trust Fund, exclusive of any portion thereof payable or reimbursable to any person other than the Certificateholders, will constitute part of the Available Distribution Amount for the final Distribution Date. The Available Distribution Amount for the final Distribution Date will be distributed by the Trustee generally as described in this Prospectus Supplement under “—Distributions—Application of the Available Distribution Amount,” except that the distributions of principal on any Class of Sequential Pay Certificates described thereunder will be made, subject to available funds and the distribution priorities described thereunder, in an amount equal to the entire Certificate Balance of such Class remaining outstanding.

An exchange by any Certificateholder of all of the then outstanding Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund may be made: (i) if the then outstanding Certificates are held by a single Certificateholder, (ii) after the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E Certificates have been paid in full, and (iii) by giving written notice to each of the parties to the Pooling and Servicing Agreement no later than 30 days prior to the anticipated date of exchange. In the event that such Certificateholder elects to exchange its Certificates for all of the Mortgage Loans and each REO Property remaining in the Trust Fund, such Certificateholder must deposit in the Certificate Account in immediately available funds in an amount equal to all amounts then due and owing to the Master Servicer, the Special Servicer, the Trustee, the Certificate Registrar, the REMIC Administrator and their respective agents under the Pooling and Servicing Agreement.

Wells Fargo Bank Minnesota, N.A. (“Wells Fargo”) is acting as Trustee pursuant to the Pooling and Servicing Agreement. Wells Fargo, a direct, wholly owned subsidiary of Wells Fargo & Company, is a national banking association originally chartered in 1872 and is engaged in a wide range of activities typical of a national bank. Wells Fargo’s Certificate Transfer Services office is located at Wells Fargo Center, Sixth and Marquette, Minneapolis, MN 55479. Wells Fargo otherwise conducts its trustee and securities administration services at its offices in Columbia, Maryland. Its address there is 9062 Old Annapolis Road, Columbia, Maryland 21045-1951. Certificateholders and other interested parties should direct their inquiries to Wells Fargo CMBS Customer Service office. The telephone number is (301) 815-6600. See “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—The Trustee,” “—Duties of the Trustee,” “—Certain Matters Regarding the Trustee” and “—Resignation and Removal of the Trustee” in the Prospectus. As compensation for its services, the Trustee will be entitled to receive monthly, from general funds on deposit in the Certificate Account, the Trustee Fee. The “Trustee Fee” for each Mortgage Loan and REO Loan for any Distribution Date equals one month’s interest for the most recently ended calendar month (calculated on the basis of a 360-day year consisting of twelve 30-day months), accrued at the Trustee Fee rate on the Stated Principal Balance of such Mortgage Loan or REO Loan, as the case may be, outstanding immediately following the prior Distribution Date (or, in the case of the initial Distribution Date, as of the Closing Date). The Trustee Fee rate is a per annum rate set

The Trustee also has certain duties with respect to REMIC Administration (in such capacity, the “REMIC Administrator”). See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES— Taxation of Owners of REMIC Residual Certificates—Reporting and Other Administrative Matters” in the Prospectus.

The Trustee is also authorized to invest or direct the investment of funds held in the distribution accounts and the Additional Interest Account maintained by it that relate to the Mortgage Loans or REO Properties, as the case may be, in certain United States government securities and certain other permitted investment grade obligations, and the Trustee will be entitled to retain any interests or other income earned on such funds held in those accounts maintained by it, but shall be required to cover any losses on investments of funds held in those accounts maintained by it, from its own funds without any right of reimbursement, except in certain limited circumstances described in the Pooling and Servicing Agreement.

General. The yield on any Offered Certificate will depend on, among other things, (a) the price at which such Certificate is purchased by an investor and (b) the rate, timing and amount of distributions on such Certificate. The rate, timing and amount of distributions on any Offered Certificate will in turn depend on, among other things, (i) the Pass-Through Rate for such Certificate, (ii) the rate and timing of principal payments (including principal prepayments) and other principal collections on the Mortgage Loans and the extent to which such amounts are to be applied in reduction of the Certificate Balance, (iii) the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses and the extent to which such losses and expenses are allocable in reduction of the Certificate Balance, and (iv) the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which such shortfalls allocable are in reduction of the Distributable Certificate Interest payable on the related Class.

Rate and Timing of Principal Payment. The yield to holders of any Offered Certificates purchased at a discount or premium will be affected by the rate and timing of principal payments made in reduction of the Certificate Balance of any Class of Sequential Pay Certificates. As described in this Prospectus Supplement, the Principal Distribution Amount for each Distribution Date will generally be distributable first in respect of the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, in respect of the Class A-2 Certificates until the Certificate Balance thereof is reduced to zero then, in respect of the Class A-3 Certificates until the Certificate Balance thereof is reduced to zero, and then, in respect of the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero. After those distributions, the remaining Principal Distribution Amount will generally be distributable entirely in respect of the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates and then the Non-Offered Certificates (other than the Class X-C and Class X-P Certificates), in that order, in each case until the Certificate Balance of such Class of Certificates is reduced to zero. Consequently, the rate and timing of principal payments that are distributed or otherwise result in reduction of the Certificate Balance of any Class of Offered Certificates, will be directly related to the rate and timing of principal payments on or in respect of the Mortgage Loans, which will in turn be affected by the amortization schedules thereof, the dates on which Balloon Payments are due, any extension of maturity dates by the Master Servicer or the Special Servicer, and the rate and timing of principal prepayments and other unscheduled collections thereon (including for this purpose, collections made in connection with

liquidations of Mortgage Loans due to defaults, casualties or condemnations affecting the Mortgaged Properties, or purchases of Mortgage Loans out of the Trust Fund). In addition, although the borrowers under ARD Loans may have certain incentives to repay ARD Loans on their Anticipated Repayment Dates, there can be no assurance that the related borrowers will be able to repay the ARD Loans on their Anticipated Repayment Date. The failure of a borrower to repay the ARD Loans on their Anticipated Repayment Dates will not be an event of default under the terms of the ARD Loans, and pursuant to the terms of the Pooling and Servicing Agreement, neither the Master Servicer nor the Special Servicer will be permitted to take any enforcement action with respect to a borrower’s failure to pay Additional Interest or principal in excess of the principal component of the constant Periodic Payment, other than requests for collection, until the scheduled maturity of the ARD Loans; provided, that the Master Servicer or the Special Servicer, as the case may be, may take action to enforce the Trust Fund’s right to apply Excess Cash Flow to principal in accordance with the terms of the ARD Loans’ documents.

In addition, if the Master Servicer or the Trustee, as applicable, reimburses itself out of general collections on the Mortgage Pool for any Advance that it has determined is not recoverable out of collections on the related Mortgage Loan, then that Advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed first out of the Principal Distribution Amount otherwise distributable on the Certificates (prior to being deemed reimbursed out of payments and other collections of interest on the underlying Mortgage Loans otherwise distributable on the Certificates), thereby reducing the Principal Distribution Amount of the Offered Certificates. Any such reduction in the amount distributed as principal of the Certificates, may adversely affect the weighted average lives and yields to maturity of one or more Classes of Certificates and, after a Final Recovery Determination has been made, will create realized losses.

Prepayments and, assuming the respective stated maturity dates therefor have not occurred, liquidations and purchases of the Mortgage Loans, will result in distributions on the Certificates of amounts that would otherwise be distributed over the remaining terms of the Mortgage Loans. Defaults on the Mortgage Loans, particularly at or near their stated maturity dates, may result in significant delays in payments of principal on the Mortgage Loans (and, accordingly, on the Offered Certificates that are Sequential Pay Certificates) while work-outs are negotiated or foreclosures are completed. See “SERVICING OF THE MORTGAGE LOANS—Modifications, Waivers and Amendments” in this Prospectus Supplement and “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Realization upon Defaulted Mortgage Loans” and “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Foreclosure” in the Prospectus.

The extent to which the yield to maturity of any Class of Offered Certificates may vary from the anticipated yield will depend upon the degree to which such Certificates are purchased at a discount or premium and when, and to what degree, payments of principal on the Mortgage Loans in turn are distributed or otherwise result in reduction of the Certificate Balance of such Certificates. An investor should consider, in the case of any Offered Certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the Mortgage Loans could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any Offered Certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a payment of principal on the Mortgage Loans is distributed to or otherwise results in reduction of the principal balance of an Offered Certificate purchased at a discount or premium, the greater will be the effect on an investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments on the Mortgage Loans occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of such principal payments. Because the rate of principal payments on the Mortgage Loans will depend on future events and a variety of factors (as described more fully below), no assurance can be given as to such rate or the rate of principal prepayments in particular. The Depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of mortgage loans comparable to the Mortgage Loans.

Losses and Shortfalls. The yield to holders of the Offered Certificates will also depend on the extent to which such holders are required to bear the effects of any losses or shortfalls on the Mortgage Loans. Losses and other shortfalls on the Mortgage Loans will, with the exception of any Net Aggregate Prepayment Interest Shortfalls, generally be borne by the holders of the respective Classes of Sequential Pay Certificates to the extent of amounts otherwise distributable in respect of such Certificates, in reverse alphabetical order of their Class designations. Realized Losses and Additional Trust Fund Expenses will be allocated, as and to the extent described in this Prospectus Supplement, to the holders of the respective Classes of Sequential Pay Certificates other than the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates (in reduction of the Certificate Balance of each such Class), in reverse alphabetical order of their Class designations. In the event of a reduction of the Certificate Balances of all such Classes of Certificates, such losses and shortfalls will then be borne, pro rata, by the Class A-1 Certificates, Class A-2, Class A-3 and Class A-4 Certificates (and the Class X Certificates with respect to shortfalls of interest). As more fully described in this Prospectus Supplement under “DESCRIPTION OF THE CERTIFICATES—Distributions—Distributable Certificate Interest,” Net Aggregate Prepayment Interest Shortfalls will generally be borne by the respective Classes of REMIC Regular Certificates (other than the Class X Certificates) on a pro rata basis.

Pass-Through Rates. The yield on the Class A-4 Certificates could be adversely affected if Mortgage Loans with higher interest rates pay faster than the Mortgage Loans with lower interest rates, since those Classes bear interest at a rate limited by the Weighted Average Net Mortgage Rate of the Mortgage Loans. The yield on the Class B, Class C, Class D and Class E Certificates could be adversely affected if Mortgage Loans with higher interest rates pay faster than Mortgage Loans with lower interest rates since those Classes bear interest at a rate based upon the Weighted Average Net Mortgage Rate of the Mortgage Loans.

Certain Relevant Factors. The rate and timing of principal payments and defaults and the severity of losses on the Mortgage Loans may be affected by a number of factors, including, without limitation, prevailing interest rates, the terms of the Mortgage Loans (for example, due-on-sale clauses, Lockout Periods, provisions requiring the payment of Prepayment Premiums, Yield Maintenance Charges and amortization terms that require Balloon Payments), the demographics and relative economic vitality of the areas in which the Mortgaged Properties are located and the general supply and demand for rental units, hotel/ motel guest rooms, health care facility beds, mobile home park pads or comparable commercial space, as applicable, in such areas, the quality of management of the Mortgaged Properties, the servicing of the Mortgage Loans, possible changes in tax laws and other opportunities for investment. See “RISK FACTORS—The Mortgage Loans” and “DESCRIPTION OF THE MORTGAGE POOL” in this Prospectus Supplement and “YIELD CONSIDERATIONS—Prepayment Considerations” in the accompanying Prospectus.

The rate of prepayment on the Mortgage Pool is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage interest rate, the related borrower may have an incentive to refinance its mortgage loan. As of the Cut-Off Date, all of the Mortgage Loans may be prepaid at any time after the expiration of any applicable Lockout Period and/ or any period when the holder of a Mortgage may require a borrower to pledge Defeasance Collateral in lieu of prepaying the related Mortgage Loan (a “Required Defeasance Period”), subject, in some cases, to the payment of a Prepayment Premium or a Yield Maintenance Charge. A requirement that a prepayment be accompanied by a Prepayment Premium or Yield Maintenance Charge may not provide a sufficient economic disincentive to deter a borrower from refinancing at a more favorable interest rate.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell or refinance Mortgaged Properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell Mortgaged Properties prior to the exhaustion of tax depreciation benefits.

The Depositor makes no representation as to the particular factors that will affect the rate and timing of prepayments and defaults on the Mortgage Loans, as to the relative importance of such factors, as to the percentage of the principal balance of the Mortgage Loans that will be prepaid or as to whether a default will have occurred as of any date or as to the overall rate of prepayment or default on the Mortgage Loans.

Delay in Payment of Distributions. Because monthly distributions will not be made to Certificateholders until a date that is scheduled to be up to 15 days following the Due Dates for the Mortgage Loans during the related Collection Period, the effective yield to the holders of the Offered Certificates will be lower than the yield that would otherwise be produced by the applicable Pass-Through Rates and purchase prices (assuming such prices did not account for such delay).

Unpaid Distributable Certificate Interest. As described under “DESCRIPTION OF THE CERTIFICATES—Distributions—Application of the Available Distribution Amount” in this Prospectus Supplement, if the portion of the Available Distribution Amount distributable in respect of interest on any Class of Offered Certificates on any Distribution Date is less than the Distributable Certificate Interest then payable for such Class, the shortfall will be distributable to holders of such Class of Certificates on subsequent Distribution Dates, to the extent of available funds. Any such shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of such Class of Certificates for so long as it is outstanding.

Optional Termination. Any optional termination of the Trust Fund would have an effect similar to a prepayment in full of the Mortgage Loans (without, however, the payment of any Prepayment Premiums or Yield Maintenance Charges) and, as a result, investors in any Certificates purchased at a premium might not fully recoup their initial investment. See “DESCRIPTION OF THE CERTIFICATES—Termination” in this Prospectus Supplement.

The weighted average life of any Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E Certificate refers to the average amount of time that will elapse from the assumed Closing Date until each dollar allocable to principal of such Certificate is distributed to the investor. The weighted average life of any such Offered Certificate will be influenced by, among other things, the rate at which principal on the Mortgage Loans is paid or otherwise collected or advanced and applied to pay principal of such Offered Certificate, which may be in the form of scheduled amortization, voluntary prepayments, insurance and condemnation proceeds and liquidation proceeds. As described in this Prospectus Supplement, the Principal Distribution Amount for each Distribution Date will generally be distributable first in respect of the Class A-1 Certificates until the Certificate Balance thereof is reduced to zero, then, to the Class A-2 Certificates until the Certificate Balances thereof is reduced to zero then in respect of the Class A-3 Certificates until the Certificate Balance thereof is reduced to zero, and then, in respect of the Class A-4 Certificates until the Certificate Balance thereof is reduced to zero. After those distributions, the remaining Principal Distribution Amount with respect to the Mortgage Pool generally be distributable entirely in respect of the Class B Certificates, the Class C Certificates, the Class D and Class E Certificates, in that order, in each case until the Certificate Balance of such Class of Certificates is reduced to zero.

The tables below indicate the percentage of the initial Certificate Balance of each Class of Offered Certificates that would be outstanding after each of the dates shown and the corresponding weighted average life of each such Class of Offered Certificates. To the extent that the Mortgage Loans or the Certificates have characteristics that differ from those assumed in preparing the tables, the Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D and Class E Certificates may mature earlier or later than indicated by the tables. Accordingly, the Mortgage Loans will not prepay at any constant rate nor will the Mortgage Loans prepay at the same rate, and it is highly unlikely that the Mortgage Loans will prepay in a manner consistent with the assumptions described above. In addition, variations in the actual prepayment experience and in the balance of the Mortgage Loans that actually prepay may increase

Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this Prospectus Supplement is the “Constant Prepayment Rate” or “CPR” model. The CPR model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then scheduled principal balance of the pool of mortgage loans. As used in the tables set forth below, the column headed “0% CPR” assumes that none of the Mortgage Loans is prepaid in whole or in part before maturity or the Anticipated Repayment Date, as the case may be. The columns headed “25% CPR”, “50% CPR”, “75% CPR” and “100% CPR,” respectively, assume that prepayments are made each month at those levels of CPR on the Mortgage Loans that are eligible for prepayment under the Table Assumptions set forth in the next paragraph (each such scenario, a “Scenario”). There is no assurance, however, that prepayments on the Mortgage Loans will conform to any level of CPR, and no representation is made that the Mortgage Loans will prepay at the levels of CPR shown or at any other prepayment rate.

The tables below were derived from calculations based on the following assumptions (the “Table Assumptions”): (i) no Mortgage Loan prepays during any applicable Lockout Period or any period during which Defeasance Collateral is permitted or required to be pledged or any period during which a yield maintenance charge or prepayment premium is required (otherwise, in the case of each table, each Mortgage Loan is assumed to prepay at the indicated level of CPR, with each prepayment being applied on the first day of the applicable month in which it is assumed to be received), (ii) the Pass-Through Rates and initial Certificate Balances of the respective Classes of Sequential Pay Certificates are as described in this Prospectus Supplement, (iii) there are no delinquencies or defaults with respect to, and no modifications, waivers or amendments of the terms of, the Mortgage Loans, (iv) there are no Realized Losses, Additional Trust Fund Expenses or Appraisal Reduction Amounts with respect to the Mortgage Loans or the Trust Fund, (v) scheduled interest and principal payments on the Mortgage Loans are timely received, (vi) ARD Loans pay in full on their Anticipated Repayment Dates, (vii) all Mortgage Loans have Due Dates on the first day of each month and accrue interest on the respective basis described in this Prospectus Supplement (i.e., a 30/360 basis or an actual/360 basis), (viii) all prepayments are accompanied by a full month’s interest and there are no Prepayment Interest Shortfalls, (ix) there are no breaches of the Mortgage Loan Sellers’ representations and warranties regarding its Mortgage Loans, (x) all applicable Prepayment Premiums and Yield Maintenance Charges are collected, (xi) no party entitled thereto exercises its right of optional termination of the Trust Fund described in this Prospectus Supplement, (xii) distributions on the Certificates are made on the 15th day (each assumed to be a business day) of each month, commencing in December 2003, and (xiii) the Closing Date for the sale of the Offered Certificates is November 25, 2003.

The tables set forth below indicate the resulting weighted average lives of each Class of Offered Certificates and set forth the percentages of the initial Certificate Balance of such Class of Offered Certificates that would be outstanding after each of the dates shown in each case assuming the indicated level of CPR. For purposes of the following tables, the weighted average life of an Offered Certificate is determined by (i) multiplying the amount of each principal distribution thereon by the number of years from the assumed Closing Date of such Certificate to the related Distribution Date, (ii) summing the results and (iii) dividing the sum by the aggregate amount of the reductions in the principal balance of such Certificate.

Percentages of the Closing Date Certificate Balance of the Class A-1 Certificates

Percentages of the Closing Date Certificate Balance of the Class A-2 Certificates

Percentages of the Closing Date Certificate Balance of the Class A-3 Certificates

Percentages of the Closing Date Certificate Balance of the Class A-4 Certificates

Percentages of the Closing Date Certificate Balance of the Class B Certificates

Percentages of the Closing Date Certificate Balance of the Class C Certificates

Percentages of the Closing Date Certificate Balance of the Class D Certificates

Percentages of the Closing Date Certificate Balance of the Class E Certificates

Substantially all of the proceeds from the sale of the Offered Certificates will be used by the Depositor to purchase the Mortgage Loans and to pay certain expenses in connection with the issuance of the Certificates.

The following summary of the anticipated material federal income tax consequences of the purchase, ownership and disposition of Offered Certificates is based on the advice of Cadwalader, Wickersham & Taft LLP, counsel to the Depositor. This summary is based on laws, regulations, including the REMIC regulations promulgated by the Treasury Department (the “REMIC Regulations”), rulings and decisions now in effect or (with respect to the regulations) proposed, all of which are subject to change either prospectively or retroactively. This summary does not address the federal income tax consequences of an investment in Offered Certificates applicable to all categories of investors, some of which (for example, banks and insurance companies) may be subject to special rules. Prospective investors should consult their tax advisors regarding the federal, state, local and other tax consequences to them of the purchase, ownership and disposition of Offered Certificates.

For federal income tax purposes, two separate REMIC elections will be made with respect to segregated asset pools that make up the trust, other than any Additional Interest on the ARD Loans. Upon the issuance of the Offered Certificates, Cadwalader, Wickersham & Taft LLP will deliver its opinion generally to the effect that, assuming (1) the making of appropriate elections, (2) compliance with all provisions of the Pooling and Servicing Agreement, (3) compliance with the 2003-C7 Pooling and Servicing Agreement and other related documents and any amendments thereto and the continued qualification of the REMICs formed thereunder and (4) compliance with applicable changes in the Code, for federal income tax purposes, each such REMIC will qualify as a REMIC under the Code. For federal income tax purposes, the REMIC Regular Certificates will represent ownership of the “regular interests” in one of such REMICs and generally will be treated as newly originated debt instruments of such REMIC. See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs” in the Prospectus. The portion of the Trust Fund consisting of Additional Interest and the Additional Interest Account will be treated as a grantor trust for federal income tax purposes, and the Class Z certificates will

Based on expected issue prices, it is anticipated that the Offered Certificates will be treated as having been issued [at a premium] for federal income tax reporting purposes. The prepayment assumption that will be used in determining the rate of accrual of original issue discount, if any, or amortization of issue premium for federal income tax purposes will be based on the assumption that subsequent to the date of any determination the Mortgage Loans will pay at a rate equal to a CPR of 0%, except that it is assumed that the ARD Loans will pay their respective outstanding principal balances on their related Anticipated Repayment Dates. No representation is made that the Mortgage Loans will pay at that rate or at any other rate. See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” in the Prospectus.

The Internal Revenue Service (the “IRS”) has issued regulations (the “OID Regulations”) under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Purchasers of the Offered Certificates should be aware that the OID Regulations and Section 1272(a)(6) of the Code do not adequately address certain issues relevant to, or are not applicable to, securities such as the Offered Certificates. The OID Regulations in some circumstances permit the holder of a debt instrument to recognize original issue discount under a method that differs from that used by the issuer. Accordingly, it is possible that the holder of an Offered Certificate issued with original issue discount may be able to select a method for recognizing original issue discount that differs from that used by the Trustee in preparing reports to the Certificateholders and the IRS. Prospective purchasers of Offered Certificates are advised to consult their tax advisors concerning the tax treatment of such Certificates.

As described above, based on their anticipated issue prices (including accrued interest) the Offered Certificates will be treated for federal income tax purposes as having been issued at a premium. Whether any holder of such a Class of Certificates will be treated as holding a Certificate with amortizable bond premium will depend on such Certificateholder’s purchase price and the distributions remaining to be made on such Certificate at the time of its acquisition by such Certificateholder. Holders of each such Class of Certificates should consult their own tax advisors regarding the possibility of making an election to amortize such premium. See “MATERIAL FEDERAL INCOME TAX CONSEQUENCES—
Taxation of Owners of REMIC Regular Certificates—Premium” in the accompanying Prospectus.

The Offered Certificates will be treated as “real estate assets” within the meaning of Section 856(c)(5)(B) of the Code. In addition, interest (including original issue discount) on the Offered Certificates will be interest described in Section 856(c)(3)(B) of the Code. However, the Offered Certificates will generally only be considered assets described in Section 7701(a)(19)(C) of the Code to the extent that the Mortgage Loans are secured by multifamily properties (approximately 2.1% by initial Cut-Off Date Pool Balance) and, accordingly, investment in the Offered Certificates may not be suitable for certain thrift institutions. The Offered Certificates will not qualify under the foregoing sections to the extent of any Mortgage Loan that has been defeased with U.S. government obligations.

Prepayment Premiums and Yield Maintenance Charges actually collected will be distributed to the holders of the Offered Certificates as described in this Prospectus Supplement. It is not entirely clear under the Code when the amount of a Yield Maintenance Charge or Prepayment Premium should be taxed to the holder of an Offered Certificate, but it is not expected, for federal income tax reporting purposes, that Yield Maintenance Charges or Prepayment Premiums will be treated as giving rise to any income to the holders of the Offered Certificates prior to the Master Servicer’s actual receipt of a Yield Maintenance Charge or Prepayment Premium, as the case may be. It is not entirely clear whether Yield Maintenance Charges or Prepayment Premiums give rise to ordinary income or capital gains and Certificateholders should consult their own tax advisors concerning this character issue and the treatment of Yield Maintenance Charges and Prepayment Premiums in general.

The Treasury Department has issued final regulations that make certain modifications to the withholding, backup withholding, and information reporting rules. Prospective non-United States investors are urged to consult their tax advisors regarding these final regulations.

For further information regarding the federal income tax consequences of investing in the Offered Certificates, see “MATERIAL FEDERAL INCOME TAX CONSEQUENCES— REMICs” in the Prospectus.

The following description is general in nature, is not intended to be all-inclusive, is based on the law and practice in force at the date of this document and is subject to any subsequent changes therein. In view of the individual nature of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and Code consequences, each potential investor that is a Plan (as described below) is advised to consult its own legal advisor with respect to the specific ERISA and Code consequences of investing in the Offered Certificates and to make its own independent decision. The following is merely a summary and should not be construed as legal advice.

A fiduciary of any employee benefit plan or other retirement plan or arrangement, including individual retirement accounts and annuities, Keogh plans and collective investment funds, separate accounts and general accounts in which such plans, accounts or arrangements are invested, that is subject to ERISA or Section 4975 of the Code (a “Plan”) should carefully review with its legal advisors whether the purchase or holding of Offered Certificates could give rise to a transaction that is prohibited or is not otherwise permitted either under ERISA or Section 4975 of the Code or whether there exists any statutory or administrative exemption applicable thereto. Other employee benefit plans, including governmental plans (as defined in Section 3(32) of ERISA) and church plans (as defined in Section 3(33) of ERISA and provided no election has been made under Section 410(d) of the Code), while not subject to the foregoing provisions of ERISA or the Code, may be subject to materially similar provisions of applicable federal, state or local law (“Similar Law”).

The U.S. Department of Labor has issued individual exemptions to each of the Underwriters (Prohibited Transaction Exemption (“PTE”) 96-22 (April 3, 1996) to Wachovia Corporation, and its subsidiaries and its affiliates, which include Wachovia Capital Markets, LLC (“Wachovia Securities”), PTE 89-89 (October 17, 1989) to Citigroup Global Markets Corp. (“Citigroup Global Markets”), Final Authorization Number 98-08E (April 27, 1998) to ABN AMRO Incorporated (“ABN AMRO”), PTE 89-88 (October 17, 1989) to Goldman, Sachs & Co. (“Goldman Sachs”) and PTE 90-24 (May 17, 1990) to Morgan Stanley & Co. Incorporated (“Morgan Stanley”) (each, as amended, an “Exemption” and collectively, the “Exemptions”), each of which generally exempts from the application of the prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Sections 4975(a) and (b) of the Code, the purchase, sale and holding of mortgage pass-through certificates underwritten by an Underwriter, as hereinafter defined, provided that certain conditions set forth in the Exemptions are satisfied. For purposes of this discussion, the term “Underwriter” shall include (a) Wachovia Securities, (b) Citigroup Global Markets, (c) ABN AMRO, (d) Goldman Sachs, (e) Morgan Stanley, (f) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wachovia Securities, Citigroup Global Markets, ABN AMRO, Goldman Sachs or Morgan Stanley, and (g) any member of the underwriting syndicate or selling group of which Wachovia Securities, Citigroup Global Markets, ABN AMRO, Goldman Sachs, Morgan Stanley or a person described in (f) is a manager or co-manager with respect to the Offered Certificates.

The obligations covered by the Exemptions include mortgage loans such as the Mortgage Loans. The Exemptions would apply to the acquisition, holding and resale of the Offered Certificates by a Plan only if specific conditions (certain of which are described below) are met. It is not clear whether the Exemptions apply to participant directed Plans as described in Section 404(c) of ERISA or Plans that are subject to Section 4975 of the Code but that are not subject to Title I of ERISA, such as certain Keogh plans and

The Exemptions set forth five general conditions that, among others, must be satisfied for a transaction involving the purchase, sale and holding of the Offered Certificates by a Plan to be eligible for exemptive relief thereunder. First, the acquisition of the Offered Certificates by a Plan must be on terms, including the price paid for the Certificates, that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party. Second, the Offered Certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) or Fitch, Inc. (“Fitch”) or any successor thereto (each, an “NRSRO”). Third, the Trustee cannot be an affiliate of any other member of the Restricted Group, other than an Underwriter; the “Restricted Group,” consists of each of the Underwriters, the Depositor, the Master Servicer, the Special Servicer, the Trustee, any sub-servicer, and any obligor with respect to Mortgage Loans constituting more than 5.0% of the aggregate unamortized principal balance of the Mortgage Loans as of the date of initial issuance of the Offered Certificates, and any of their affiliates. Fourth, the sum of all payments made to and retained by any Underwriter in connection with the distribution or placement of the Offered Certificates must represent not more than reasonable compensation for underwriting such Certificates; the sum of all payments made to and retained by the Depositor pursuant to the assignment of the Mortgage Loans to the Trust Fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the Master Servicer, the Special Servicer or any sub-servicer must represent not more than reasonable compensation for such person’s services under the Pooling and Servicing Agreement and reimbursement of such person’s reasonable expenses in connection therewith. Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act.

A fiduciary of a Plan contemplating purchasing any Class of the Offered Certificates must make its own determination that, at the time of such purchase, such Certificates satisfy the general conditions set forth above.

The Exemptions also require that the Trust Fund meet the following requirements: (i) the Trust Fund must consist solely of assets of the type that have been included in other investment pools; (ii) certificates in such other investment pools must have been rated in one of the four highest generic rating categories by S&P, Moody’s or Fitch for at least one year prior to the Plan’s acquisition of the Offered Certificates; and (iii) certificates in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of the Offered Certificates.

If the general conditions of the Exemptions are satisfied, the Exemptions may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (i) the direct or indirect sale, exchange or transfer of the Offered Certificates in the initial issuance of Certificates between the Depositor or an Underwriter and a Plan when the Depositor, an Underwriter, the Trustee, the Master Servicer, the Special Servicer, a sub-servicer or an obligor with respect to Mortgage Loans is a “Party in Interest,” as defined in the Prospectus, with respect to the investing Plan, (ii) the direct or indirect acquisition or disposition in the secondary market of the Offered Certificates by a Plan and (iii) the holding of Offered Certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of the Offered Certificate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For purposes hereof, an Excluded Plan is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions of the Exemptions are also satisfied, each such Exemption may provide relief from the restrictions imposed by reason of Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Code to an obligor with respect to Mortgage Loans acting as a

fiduciary with respect to the investment of a Plan’s assets in the Offered Certificates (or such obligor’s affiliate) only if, among other requirements (i) such obligor is an obligor with respect to 5% or less of the fair market value of the obligations or receivables contained in the Trust, (ii) the investing Plan is not an Excluded Plan, (iii) a Plan’s investment in each Class of the Offered Certificates does not exceed 25% of all of the Certificates of that Class outstanding at the time of the acquisition, (iv) immediately after the acquisition, no more than 25% of the assets of the Plan are invested in certificates representing an interest in trusts (including the Trust Fund) containing assets sold or serviced by the Depositor or the Master Servicer and (v) in the case of the acquisition of the Offered Certificates in connection with their initial issuance, at least 50% of each Class of Offered Certificates in which Plans have invested and at least 50% of the aggregate interest in the Trust Fund is acquired by persons independent of the Restricted Group.

The Exemptions also apply to transactions in connection with the servicing, management and operation of the Trust Fund, provided that, in addition to the general requirements described above, (a) such transactions are carried out in accordance with the terms of a binding pooling and servicing agreement, (b) the pooling and servicing agreement is provided to, or described in all material respects in the prospectus or private placement memorandum provided to, investing Plans before their purchase of Certificates issued by the Trust Fund and (c) the terms and conditions for the defeasance of a mortgage obligation and substitution of a new mortgage obligation, as so described, have been approved by an NRSRO and do not result in any Offered Certificates receiving a lower credit rating from the NRSRO than the current rating. The Pooling and Servicing Agreement is a pooling and servicing agreement as defined in the Exemptions. The Pooling and Servicing Agreement provides that all transactions relating to the servicing, management and operations of the Trust Fund must be carried out in accordance with the Pooling and Servicing Agreement.

Before purchasing any Class of Offered Certificate, a fiduciary of a Plan should itself confirm that the specific and general conditions of the Exemptions and the other requirements set forth in the Exemptions would be satisfied.

Any Plan fiduciary considering the purchase of Offered Certificates should consult with its counsel with respect to the applicability of the Exemptions and other issues and determine on its own whether all conditions have been satisfied and whether the Offered Certificates are an appropriate investment for a Plan under ERISA and the Code (or, in the case of governmental plans and certain church plans, under Similar Law) with regard to ERISA’s general fiduciary requirements, including investment prudence and diversification and the exclusive benefit rule. Each purchaser of the Offered Certificates with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act. No Plan may purchase or hold an interest in any Class of Offered Certificates unless such Certificates are rated in one of the top four generic rating categories by at least one NRSRO at the time of such purchase, unless such Plan is an insurance company general account that represents and warrants that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60.

Persons who have an ongoing relationship with the New York State Common Retirement Fund or the Teachers’ Retirement System of the State of Illinois, each of which is a governmental plan, should note that these plans own equity interests in certain Borrowers. Such persons should consult with counsel regarding whether this relationship would affect their ability to purchase and hold Certificates.

THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A REPRESENTATION OR WARRANTY BY THE DEPOSITOR, THE UNDERWRITERS OR ANY OTHER PERSON THAT THIS INVESTMENT MEETS ALL RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS GENERALLY OR ANY PARTICULAR PLAN, THAT THE EXEMPTIONS WOULD APPLY TO THE ACQUISITION OF THIS INVESTMENT BY PLANS IN GENERAL OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR PLANS GENERALLY OR ANY PARTICULAR PLAN.

The Offered Certificates will not constitute “mortgage related securities” for the purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The appropriate characterization of the Offered Certificates under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Offered Certificates, is subject to significant interpretive uncertainties. No representations are made as to the proper characterization of the Offered Certificates for legal investment, financial institution regulatory, or other purposes, or as to the ability of particular investors to purchase the Offered Certificates under applicable legal investment restrictions. The uncertainties described above (and any future determinations concerning the legal investment or financial institution regulatory characteristics of the Offered Certificates) may adversely affect the liquidity of the Offered Certificates. Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Offered Certificates constitute legal investments for them or are subject to investment, capital or other restrictions. See “LEGAL INVESTMENT” in the Prospectus.

Subject to the terms and conditions set forth in the underwriting agreement (the “Underwriting Agreement”) among the Depositor and Wachovia Securities, Citigroup Global Markets, ABN AMRO, Goldman Sachs and Morgan Stanley (collectively, the “Underwriters”), the Depositor has agreed to sell to each of Wachovia Securities, Citigroup Global Markets, ABN AMRO, Goldman Sachs and Morgan Stanley, and each of Wachovia Securities, Citigroup Global Markets, ABN AMRO, Goldman Sachs and Morgan Stanley has agreed to purchase, severally but not jointly, the respective Certificate Balances as applicable, of each Class of the Offered Certificates as set forth below, subject in each case to a variance of 5%:

Wachovia Securities and Citigroup Global Markets are acting as co-lead managers of the offering. Citigroup Global Markets is acting as sole bookrunner with respect to 42.9% of the Class A-3 and Class A-4 Certificates. Wachovia Securities is acting as sole bookrunner for the remainder of the Class A-3 and Class A-4 Certificates and all other classes of Offered Certificates. ABN AMRO, Goldman Sachs and Morgan Stanley are acting as co-managers for the transaction.

Proceeds to the Depositor from the sale of the Offered Certificates, before deducting expenses payable by the Depositor, will be approximately $ , which includes accrued interest.

Distribution of the Offered Certificates will be made by each Underwriter from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Wachovia Securities, Inc. or one of its affiliates may purchase a portion of certain Classes of the Offered Certificates, purchase certain Offered Certificates for its own account or sell certain Offered Certificates to one of its affiliates. Sales of the Offered Certificates may also occur on the Closing Date and other dates after the Closing Date, as agreed upon in negotiated transactions with various purchasers. Each Underwriter may effect such transactions by selling the Offered Certificates to or through dealers, and such dealers may

Purchasers of the Offered Certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be “underwriters” within the meaning of the Securities Act in connection with reoffers and sales by them of Offered Certificates. Certificateholders should consult with their legal advisors in this regard prior to any such reoffer or sale.

The Depositor also has been advised by the Underwriters that each of them, through one or more of its affiliates, currently intends to make a market in the Offered Certificates; however, none of the Underwriters has any obligation to do so, any market making may be discontinued at any time and there can be no assurance that an active secondary market for the Offered Certificates will develop. See “RISK FACTORS—Liquidity for Certificates May Be Limited” in this Prospectus Supplement and “RISK FACTORS—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics” in the accompanying Prospectus.

This Prospectus Supplement and the Prospectus may be used by the Depositor, Wachovia Securities, an affiliate of the Depositor, and any other affiliate of the Depositor when required under the federal securities laws in connection with offers and sales of Offered Certificates in furtherance of market-making activities in Offered Certificates. Wachovia Securities or any such other affiliate may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise.

The Depositor has agreed to indemnify each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act against, or make contributions to each Underwriter and each such controlling person with respect to, certain liabilities, including liabilities under the Securities Act.

Wachovia Securities, one of the Underwriters, is an affiliate of the Depositor and Wachovia Bank, National Association, which is one of the Mortgage Loan Sellers and the Master Servicer. Citigroup Global Markets, one of the Underwriters, is an affiliate of Citigroup Global Markets Realty Corp., a Mortgage Loan Seller.

Certain legal matters will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina. Certain legal matters will be passed upon for the Underwriters by Mayer, Brown, Rowe & Maw LLP, Charlotte, North Carolina.

The Offered Certificates are required as a condition of their issuance to have received the following ratings from Moody’s and S&P (the “Rating Agencies”):

The ratings on the Offered Certificates address the likelihood of timely receipt by holders thereof of all distributions of interest to which they are entitled and distributions of principal by the Rated Final Distribution Date set forth on the cover page of this Prospectus Supplement. The ratings take into consideration the credit quality of the Mortgage Pool, structural and legal aspects associated with the Offered Certificates, and the extent to which the payment stream from the Mortgage Pool is adequate to make payments required under the Offered Certificates. In addition, rating adjustments may result from a change in the financial position of the Trustee as back-up liquidity provider. A security rating does not represent any assessment of the yield to maturity that investors may experience. In addition, a rating does not address (i) the likelihood or frequency of voluntary or mandatory prepayments of Mortgage Loans, (ii) the degree to which such prepayments might differ from those originally anticipated, (iii) payment of Additional Interest or net default interest, (iv) whether and to what extent payments of Prepayment Premiums or Yield Maintenance Charges will be received or the corresponding effect on yield to investors or (v) whether and to what extent Net Aggregate Prepayment Interest Shortfalls will be realized or allocated to Certificateholders.

There can be no assurance that any rating agency not requested to rate the Offered Certificates will not nonetheless issue a rating to any or all Classes thereof and, if so, what such rating or ratings would be. A rating assigned to any Class of Offered Certificates by a rating agency that has not been requested by the Depositor to do so may be lower than the rating assigned thereto by any of the Rating Agencies.

The ratings on the Offered Certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agency. See “RISK FACTORS—Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks” in the accompanying Prospectus.

[Continued from above table, first column(s) repeated]

Mortgage

Cross Collateralized and Cross

General Property

Specific Property

Loan Number

Property Name

Address

Defaulted Loan Flag

Loan Originator

Type

Tucson Mall

4500 North Oracle Road

Wachovia

Retail

Anchored

Meridian Mall

1982 Grand River Avenue

Wachovia

Retail

Anchored

Chelsea Market

75 Ninth Avenue

Wachovia

Office

CBD

Park City Center

142 Park City Center

EHY

Retail

Anchored

Four Seasons Hotel - Chicago

120 East Delaware Place

EHY

Hospitality

Full-Service Hotel

Parkdale Mall

6155 Eastex Freeway

Wachovia

Retail

Anchored

Regency Square Mall

9501 Arlington Expressway

EHY

Retail

Anchored

Rivertowne Commons

6235 Oxon Hill Road

CGM

Retail

Anchored

Arco Center

200 & 300 Oceangate

Wachovia

Office

CBD

Chandler Festival

2660 West Chandler Boulevard

EHY

Retail

Anchored

The Ansonia

2109 Broadway

CGM

Mixed Use

Retail/Office

WestLake Corporate Park

10801-10816 Executive Center Drive; 1701 Center View Drive

Wachovia

Office

Suburban

Cendant Building⁽¹⁾

27261-27271 Las Ramblas

CGM

Office

Suburban

FBI Headquarters-Richmond, VA

1970 East Parham Road

Hai Portfolio

AMCC

Office

Suburban

Natural Resource Center-Boise, ID

1249 & 1387 South Vinnell Way

Hai Portfolio

AMCC

Office

Suburban

Shiloh Square Shopping Center

3895 Cherokee Street

Wachovia

Retail

Anchored

Chino Spectrum Towne Center, Phase B

3801-4097 Grand Avenue

Wachovia

Retail

Shadow Anchored

Washington State Portfolio

Various

AMCC

Office

Suburban

18.1

Black Lake I , II, and III

421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West

AMCC

Office

Suburban

18.2

DSHS Building-Bellingham

4101 Meridian Street

AMCC

Office

Suburban

East Town Plaza

2021 - 2173 Zeier Road

CGM

Retail

Anchored

Pepper Cove Apartments

9300 SW 137th Avenue

Wachovia

Multifamily

Conventional

St. Vincent's Hospital-POB II & III

Various

CGM

Office

Medical

21.1

St. Vincent POB III

833 St. Vincent’s Drive

CGM

Office

Medical

21.2

St. Vincent POB II

2700 10th Avenue South

CGM

Office

Medical

Grand Plaza

14301-14459 North Dale Mabry Highway

AMCC

Retail

Unanchored

23 Christopher Way

CGM

Office

Suburban

Parkdale Crossing

4155 Dowlen Road

Wachovia

Retail

Anchored

Sherman Oaks Square

4454 Van Nuys Boulevard

Wachovia

Retail

Unanchored

Nogales Plaza

251-492 Grand Avenue

Wachovia

Retail

Anchored

Park West at Gateway Centre

3825, 3845, 3984 Gateway Boulevard

Wachovia

Mixed Use

Office/Light Industrial

Park Monroe Apartments

3300 16th Street NW

Wachovia

Multifamily

Conventional

33rd & Killingsworth

5320 Northeast 33rd Avenue

CGM

Retail

Anchored

Shoppes at Paradise Pointe

NEC of US Highway 98 & Perry Avenue

Wachovia

Retail

Anchored

Eufaula Square Shopping Center

1009 South Eufaula Avenue

AMCC

Retail

Anchored

Space Plus Self Storage

17231 Dona Michelle Drive

Wachovia

Self Storage

Walgreens - Livonia, MI

NEC of Middlebelt Road & Plymouth Road

Wachovia

Retail

Anchored

Walnut Square

1500 - 1510 Walnut Street and 2110 - 2124 Vine Street

CGM

Mixed Use

Retail/Office

Walgreens - North Muskegon, MI

1771 Holton Road

Wachovia

Retail

Anchored

Walgreens - Berkeley, CA

2801 Adeline Street

CGM

Retail

Anchored

Walgreens - Longmont, CO

835 East 17th Avenue

Wachovia

Retail

Anchored

Best Buy - Lubbock, TX

5916 West Loop 289

Wachovia

Retail

Anchored

Walgreens - Newberg, OR

1840 E Portland Road

AMCC

Retail

Anchored

Walgreens - Leander, TX

905 Crystal Falls Parkway

Wachovia

Retail

Anchored

Linens’n Things - Milford, CT

1574 Boston Post Road

Wachovia

Retail

Anchored

Walgreens - Spartanburg, SC

2410 Reidville Road

AMCC

Retail

Anchored

McCulloch Center

1990 McCulloch Boulevard N

AMCC

Retail

Shadow Anchored

Walgreens - Sacramento, CA

2900 Stockton Boulevard

AMCC

Retail

Anchored

Eckerd - Sumter, SC

375 Pinewood Road

CGM

Retail

Anchored

CVS - Rockingham, NC

1208 East Broad Street

Wachovia

Retail

Anchored

Harwood Commons Site

4701 North Harlem Avenue

AMCC

Land

Cordova Towne Center Phase I

1140 N. Germantown Parkway

AMCC

Retail

Shadow Anchored

Shadybrook Square

6866-6891 Shady Brook Lane

CGM

Retail

Unanchored

Eckerd - Moore, OK

1320 Santa Fe Avenue

AMCC

Retail

Anchored

CVS - Rutherford College, NC

301 U.S. Highway 70

Wachovia

Retail

Anchored

Brackenridge Skyway Plaza

21 Second Street Southwest

AMCC

Mixed Use

Office/Retail

North Eton Plaza

151-221 North Eton Street

AMCC

Retail

Unanchored

Wherehouse Music/Blockbuster Video

2107 South 700 East

AMCC

Retail

Unanchored

[Continued from above table, first column(s) repeated]

Mortgage

Origination

First Pay

Maturity Date

Loan Number

Property Name

Address

Date

or ARD

Tucson Mall

4500 North Oracle Road

12-Sep-2003

11-Nov-2003

11-Oct-2008

Meridian Mall

1982 Grand River Avenue

11-Sep-2003

11-Oct-2003

11-Sep-2008

Chelsea Market

75 Ninth Avenue

18-Aug-2003

11-Oct-2003

11-Sep-2013

Park City Center

142 Park City Center

12-Sep-2003

1-Nov-2003

1-Oct-2010

Four Seasons Hotel - Chicago

120 East Delaware Place

9-Oct-2003

1-Dec-2003

1-Nov-2013

Parkdale Mall

6155 Eastex Freeway

11-Sep-2003

11-Oct-2003

11-Sep-2010

Regency Square Mall

9501 Arlington Expressway

13-Jun-2003

1-Aug-2003

1-Jul-2010

Rivertowne Commons

6235 Oxon Hill Road

26-Sep-2003

1-Nov-2003

1-Oct-2013

Arco Center

200 & 300 Oceangate

3-Nov-2003

11-Dec-2003

11-Nov-2013

Chandler Festival

2660 West Chandler Boulevard

22-Sep-2003

1-Nov-2003

1-Oct-2008

The Ansonia

2109 Broadway

1-Aug-2003

1-Sep-2003

1-Aug-2008

WestLake Corporate Park

10801-10816 Executive Center Drive;
1701 Center View Drive

19-Sep-2003

11-Nov-2003

11-Oct-2013

Cendant Building⁽¹⁾

27261-27271 Las Ramblas

4-Sep-2003

1-Nov-2003

1-Sep-2013

FBI Headquarters-Richmond, VA

1970 East Parham Road

20-Oct-2003

11-Dec-2003

11-Nov-2009

Natural Resource Center-Boise, ID

1249 & 1387 South Vinnell Way

20-Oct-2003

11-Dec-2003

11-Nov-2009

Shiloh Square Shopping Center

3895 Cherokee Street

28-Aug-2003

11-Oct-2003

11-Sep-2013

Chino Spectrum Towne Center, Phase B

3801-4097 Grand Avenue

9-Oct-2003

11-Nov-2003

11-Oct-2013

Washington State Portfolio

Various

23-Sep-2003

11-Nov-2003

11-Oct-2008

18.1

Black Lake I , II, and III

421 and 405 Black Lake Boulevard SW;
and 2000 4th Avenue West

18.2

DSHS Building-Bellingham

4101 Meridian Street

East Town Plaza

2021 - 2173 Zeier Road

27-Jun-2003

1-Aug-2003

1-Jul-2013

Pepper Cove Apartments

9300 SW 137th Avenue

20-Oct-2003

11-Dec-2003

11-Nov-2013

St. Vincent’s Hospital-POB II & III

Various

25-Jul-2003

1-Sep-2003

1-Aug-2013

21.1

St. Vincent POB III

833 St. Vincent’s Drive

21.2

St. Vincent POB II

2700 10th Avenue South

Grand Plaza

14301-14459 North Dale Mabry Highway

12-Oct-2003

11-Dec-2003

11-Nov-2013

23 Christopher Way

10-Sep-2003

1-Nov-2003

1-Oct-2013

Parkdale Crossing

4155 Dowlen Road

11-Sep-2003

11-Oct-2003

11-Sep-2010

Sherman Oaks Square

4454 Van Nuys Boulevard

8-Oct-2003

11-Nov-2003

11-Oct-2008

Nogales Plaza

251-492 Grand Avenue

27-Oct-2003

11-Dec-2003

11-Nov-2013

Park West at Gateway Centre

3825, 3845, 3984 Gateway Boulevard

5-Nov-2003

11-Dec-2003

11-Nov-2013

Park Monroe Apartments

3300 16th Street NW

16-Oct-2003

11-Dec-2003

11-Nov-2013

33rd & Killingsworth

5320 Northeast 33rd Avenue

5-Sep-2003

1-Nov-2003

1-Oct-2013

Shoppes at Paradise Pointe

NEC of US Highway 98 & Perry Avenue

8-Oct-2003

11-Nov-2003

11-Oct-2010

Eufaula Square Shopping Center

1009 South Eufaula Avenue

29-Oct-2003

11-Dec-2003

11-Nov-2013

Space Plus Self Storage

17231 Dona Michelle Drive

22-Sep-2003

11-Nov-2003

11-Oct-2013

Walgreens - Livonia, MI

NEC of Middlebelt Road & Plymouth Road

22-Oct-2003

11-Dec-2003

11-Nov-2013

Walnut Square

1500 - 1510 Walnut Street and
2110 - 2124 Vine Street

18-Jun-2003

1-Aug-2003

1-Jul-2013

Walgreens - North Muskegon, MI

1771 Holton Road

23-Oct-2003

11-Dec-2003

11-Nov-2013

Walgreens - Berkeley, CA

2801 Adeline Street

14-Mar-2003

1-May-2003

1-Apr-2013

Walgreens - Longmont, CO

835 East 17th Avenue

23-Sep-2003

11-Nov-2003

11-Oct-2013

Best Buy - Lubbock, TX

5916 West Loop 289

2-Oct-2003

11-Nov-2003

11-Oct-2013

Walgreens - Newberg, OR

1840 E Portland Road

8-Sep-2003

11-Oct-2003

11-Feb-2023

Walgreens - Leander, TX

905 Crystal Falls Parkway

30-Oct-2003

11-Dec-2003

11-Nov-2013

Linens ’n Things - Milford, CT

1574 Boston Post Road

14-Oct-2003

11-Dec-2003

11-Nov-2013

Walgreens - Spartanburg, SC

2410 Reidville Road

27-Oct-2003

11-Dec-2003

11-Nov-2023

McCulloch Center

1990 McCulloch Boulevard N

17-Sep-2003

11-Nov-2003

11-Oct-2013

Walgreens - Sacramento, CA

2900 Stockton Boulevard

12-Sep-2003

11-Nov-2003

11-Oct-2023

Eckerd - Sumter, SC

375 Pinewood Road

24-Jan-2003

1-Mar-2003

1-Feb-2013

CVS - Rockingham, NC

1208 East Broad Street

22-Sep-2003

11-Nov-2003

11-Oct-2013

Harwood Commons Site

4701 North Harlem Avenue

12-Oct-2003

11-Dec-2003

11-Nov-2018

Cordova Towne Center Phase I

1140 N. Germantown Parkway

10-Oct-2003

11-Dec-2003

11-Nov-2013

Shadybrook Square

6866-6891 Shady Brook Lane

1-Aug-2003

1-Sep-2003

1-Aug-2013

Eckerd - Moore, OK

1320 Santa Fe Avenue

14-Oct-2003

11-Dec-2003

11-Nov-2018

CVS - Rutherford College, NC

301 U.S. Highway 70

22-Sep-2003

11-Nov-2003

11-Oct-2013

Brackenridge Skyway Plaza

21 Second Street Southwest

8-Jan-1998

1-Mar-1998

1-Feb-2008

North Eton Plaza

151-221 North Eton Street

19-Oct-1998

1-Dec-1998

1-Nov-2008

Wherehouse Music/Blockbuster Video

2107 South 700 East

30-Sep-1998

1-Nov-1998

1-Oct-2008

[Continued from above table, first column(s) repeated]


						Loan
						Administrative			Interest
Mortgage			Mortgage			Cost Rate			Accural
Loan Number	Property Name	Address	Rate(%)			(%)			Method

1	Tucson Mall	4500 North Oracle Road		4.2600	%		0.04250	%	Actual/360
2	Meridian Mall	1982 Grand River Avenue		4.5200	%		0.04250	%		30/360
3	Chelsea Market	75 Ninth Avenue		5.5000	%		0.04250	%	Actual/360
4	Park City Center	142 Park City Center		4.7364	%		0.05250	%	Actual/360
5	Four Seasons Hotel - Chicago	120 East Delaware Place		5.2020	%		0.05250	%	Actual/360
6	Parkdale Mall	6155 Eastex Freeway		5.0100	%		0.04250	%		30/360
7	Regency Square Mall	9501 Arlington Expressway		3.5940	%		0.05250	%	Actual/360
8	Rivertowne Commons	6235 Oxon Hill Road		6.0300	%		0.04250	%	Actual/360
9	Arco Center	200 & 300 Oceangate		6.4500	%		0.08250	%	Actual/360
10	Chandler Festival	2660 West Chandler Boulevard		4.3700	%		0.05250	%	Actual/360
11	The Ansonia	2109 Broadway		4.5200	%		0.07250	%	Actual/360
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive		5.4600	%		0.04250	%	Actual/360
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas		6.1000	%		0.04250	%	Actual/360
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		5.3200	%		0.04250	%	Actual/360
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		5.3200	%		0.04250	%	Actual/360
16	Shiloh Square Shopping Center	3895 Cherokee Street		4.9000	%		0.04250	%	Actual/360
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue		5.9500	%		0.05250	%	Actual/360
18	Washington State Portfolio	Various		5.2000	%		0.04250	%	Actual/360
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West
18.2	DSHS Building-Bellingham	4101 Meridian Street
19	East Town Plaza	2021 - 2173 Zeier Road		5.4500	%		0.07250	%	Actual/360
20	Pepper Cove Apartments	9300 SW 137th Avenue		5.8330	%		0.04250	%	Actual/360
21	St. Vincent’s Hospital-POB II & III	Various		5.8400	%		0.08250	%	Actual/360
21.1	St. Vincent POB III	833 St. Vincent’s Drive
21.2	St. Vincent POB II	2700 10th Avenue South
22	Grand Plaza	14301-14459 North Dale Mabry Highway		5.8800	%		0.04250	%	Actual/360
23	23 Christopher Way	23 Christopher Way		6.0800	%		0.04250	%	Actual/360
24	Parkdale Crossing	4155 Dowlen Road		5.0100	%		0.04250	%		30/360
25	Sherman Oaks Square	4454 Van Nuys Boulevard		5.5500	%		0.04250	%	Actual/360
26	Nogales Plaza	251-492 Grand Avenue		5.7300	%		0.08250	%	Actual/360
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard		5.8300	%		0.04250	%	Actual/360
28	Park Monroe Apartments	3300 16th Street NW		5.7200	%		0.04250	%	Actual/360
29	33rd & Killingsworth	5320 Northeast 33rd Avenue		4.6900	%		0.06250	%	Actual/360
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		5.1200	%		0.04250	%		30/360
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue		6.0100	%		0.04250	%	Actual/360
32	Space Plus Self Storage	17231 Dona Michelle Drive		6.6800	%		0.04250	%	Actual/360
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road		5.8600	%		0.04250	%	Actual/360
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street		5.4750	%		0.10250	%	Actual/360
35	Walgreens - North Muskegon, MI	1771 Holton Road		5.8600	%		0.04250	%	Actual/360
36	Walgreens - Berkeley, CA	2801 Adeline Street		5.6400	%		0.04250	%	Actual/360
37	Walgreens - Longmont, CO	835 East 17th Avenue		5.8500	%		0.04250	%	Actual/360
38	Best Buy - Lubbock, TX	5916 West Loop 289		5.5600	%		0.04250	%	Actual/360
39	Walgreens - Newberg, OR	1840 E Portland Road		5.4500	%		0.04250	%	Actual/360
40	Walgreens - Leander, TX	905 Crystal Falls Parkway		5.6800	%		0.04250	%	Actual/360
41	Linens ’n Things - Milford, CT	1574 Boston Post Road		5.9000	%		0.04250	%	Actual/360
42	Walgreens - Spartanburg, SC	2410 Reidville Road		6.4400	%		0.04250	%	Actual/360
43	McCulloch Center	1990 McCulloch Boulevard N		6.1500	%		0.04250	%	Actual/360
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard		5.0700	%		0.04250	%	Actual/360
45	Eckerd - Sumter, SC	375 Pinewood Road		6.2000	%		0.10250	%	Actual/360
46	CVS - Rockingham, NC	1208 East Broad Street		6.1200	%		0.04250	%	Actual/360
47	Harwood Commons Site	4701 North Harlem Avenue		5.8500	%		0.04250	%	Actual/360
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway		6.0900	%		0.04250	%	Actual/360
49	Shadybrook Square	6866-6891 Shady Brook Lane		6.3300	%		0.10250	%	Actual/360
50	Eckerd - Moore, OK	1320 Santa Fe Avenue		6.1500	%		0.04250	%	Actual/360
51	CVS - Rutherford College, NC	301 U.S. Highway 70		6.1200	%		0.04250	%	Actual/360
52	Brackenridge Skyway Plaza	21 Second Street Southwest		7.9000	%		0.04250	%	Actual/360
53	North Eton Plaza	151-221 North Eton Street		7.1000	%		0.04250	%	Actual/360
54	Wherehouse Music/Blockbuster Video	2107 South 700 East		6.7500	%		0.04250	%	Actual/360

[Continued from above table, first column(s) repeated]


			Interest		Original		Remaining
			Accural		Term to		Term to
Mortgage			Method		Maturity or		Maturity or
Loan Number	Property Name	Address	During IO		ARD(Mos.)		ARD(Mos.)

1	Tucson Mall	4500 North Oracle Road				60		59
2	Meridian Mall	1982 Grand River Avenue				60		58
3	Chelsea Market	75 Ninth Avenue		30/360		120		118
4	Park City Center	142 Park City Center				84		83
5	Four Seasons Hotel - Chicago	120 East Delaware Place				120		120
6	Parkdale Mall	6155 Eastex Freeway				84		82
7	Regency Square Mall	9501 Arlington Expressway				84		80
8	Rivertowne Commons	6235 Oxon Hill Road				120		119
9	Arco Center	200 & 300 Oceangate	Actual/360			120		120
10	Chandler Festival	2660 West Chandler Boulevard				60		59
11	The Ansonia	2109 Broadway	Actual/360			60		57
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive				120		119
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas				119		118
14	FBI Headquarters-Richmond, VA	1970 East Parham Road	Actual/360			72		72
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way	Actual/360			72		72
16	Shiloh Square Shopping Center	3895 Cherokee Street				120		118
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue				120		119
18	Washington State Portfolio	Various				60		59
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West
18.2	DSHS Building-Bellingham	4101 Meridian Street
19	East Town Plaza	2021 - 2173 Zeier Road				120		116
20	Pepper Cove Apartments	9300 SW 137th Avenue	Actual/360			120		120
21	St. Vincent’s Hospital-POB II & III	Various				120		117
21.1	St. Vincent POB III	833 St. Vincent’s Drive
21.2	St. Vincent POB II	2700 10th Avenue South
22	Grand Plaza	14301-14459 North Dale Mabry Highway				120		120
23	23 Christopher Way	23 Christopher Way				120		119
24	Parkdale Crossing	4155 Dowlen Road				84		82
25	Sherman Oaks Square	4454 Van Nuys Boulevard	Actual/360			60		59
26	Nogales Plaza	251-492 Grand Avenue				120		120
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard				120		120
28	Park Monroe Apartments	3300 16th Street NW				120		120
29	33rd & Killingsworth	5320 Northeast 33rd Avenue				120		119
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		30/360		84		83
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue				120		120
32	Space Plus Self Storage	17231 Dona Michelle Drive				120		119
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road				120		120
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street				120		116
35	Walgreens - North Muskegon, MI	1771 Holton Road				120		120
36	Walgreens - Berkeley, CA	2801 Adeline Street				120		113
37	Walgreens - Longmont, CO	835 East 17th Avenue				120		119
38	Best Buy - Lubbock, TX	5916 West Loop 289				120		119
39	Walgreens - Newberg, OR	1840 E Portland Road				233		231
40	Walgreens - Leander, TX	905 Crystal Falls Parkway				120		120
41	Linens ’n Things - Milford, CT	1574 Boston Post Road	Actual/360			120		120
42	Walgreens - Spartanburg, SC	2410 Reidville Road				240		240
43	McCulloch Center	1990 McCulloch Boulevard N				120		119
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard				240		239
45	Eckerd - Sumter, SC	375 Pinewood Road				120		111
46	CVS - Rockingham, NC	1208 East Broad Street				120		119
47	Harwood Commons Site	4701 North Harlem Avenue				180		180
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway				120		120
49	Shadybrook Square	6866-6891 Shady Brook Lane				120		117
50	Eckerd - Moore, OK	1320 Santa Fe Avenue				180		180
51	CVS - Rutherford College, NC	301 U.S. Highway 70				120		119
52	Brackenridge Skyway Plaza	21 Second Street Southwest				120		51
53	North Eton Plaza	151-221 North Eton Street				120		60
54	Wherehouse Music/Blockbuster Video	2107 South 700 East				120		59


			Remaining		Original		Remaining
Mortgage			IO Period		Amort Term		Amort Term
Loan Number	Property Name	Address	(Mos.)		(Mos.)		(Mos.)

1	Tucson Mall	4500 North Oracle Road				360		359
2	Meridian Mall	1982 Grand River Avenue				300		298
3	Chelsea Market	75 Ninth Avenue		22		360		360
4	Park City Center	142 Park City Center				360		359
5	Four Seasons Hotel - Chicago	120 East Delaware Place				300		300
6	Parkdale Mall	6155 Eastex Freeway				300		298
7	Regency Square Mall	9501 Arlington Expressway				360		356
8	Rivertowne Commons	6235 Oxon Hill Road				360		359
9	Arco Center	200 & 300 Oceangate		24		360		360
10	Chandler Festival	2660 West Chandler Boulevard				360		359
11	The Ansonia	2109 Broadway		57	IO		IO
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive				360		359
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas				360		359
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		24		360		360
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		24		360		360
16	Shiloh Square Shopping Center	3895 Cherokee Street				360		358
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue				360		359
18	Washington State Portfolio	Various				360		359
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West
18.2	DSHS Building-Bellingham	4101 Meridian Street
19	East Town Plaza	2021 - 2173 Zeier Road				360		356
20	Pepper Cove Apartments	9300 SW 137th Avenue		36		360		360
21	St. Vincent’s Hospital-POB II & III	Various				360		357
21.1	St. Vincent POB III	833 St. Vincent’s Drive
21.2	St. Vincent POB II	2700 10th Avenue South
22	Grand Plaza	14301-14459 North Dale Mabry Highway				360		360
23	23 Christopher Way	23 Christopher Way				360		359
24	Parkdale Crossing	4155 Dowlen Road				300		298
25	Sherman Oaks Square	4454 Van Nuys Boulevard		59	IO		IO
26	Nogales Plaza	251-492 Grand Avenue				360		360
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard				300		300
28	Park Monroe Apartments	3300 16th Street NW				360		360
29	33rd & Killingsworth	5320 Northeast 33rd Avenue				360		359
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		83	IO		IO
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue				300		300
32	Space Plus Self Storage	17231 Dona Michelle Drive				360		359
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road				360		360
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street				360		356
35	Walgreens - North Muskegon, MI	1771 Holton Road				360		360
36	Walgreens - Berkeley, CA	2801 Adeline Street				360		353
37	Walgreens - Longmont, CO	835 East 17th Avenue				360		359
38	Best Buy - Lubbock, TX	5916 West Loop 289				300		299
39	Walgreens - Newberg, OR	1840 E Portland Road				233		231
40	Walgreens - Leander, TX	905 Crystal Falls Parkway				360		360
41	Linens’n Things - Milford, CT	1574 Boston Post Road		24		360		360
42	Walgreens - Spartanburg, SC	2410 Reidville Road				240		240
43	McCulloch Center	1990 McCulloch Boulevard N				300		299
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard				240		239
45	Eckerd - Sumter, SC	375 Pinewood Road				300		291
46	CVS - Rockingham, NC	1208 East Broad Street				300		299
47	Harwood Commons Site	4701 North Harlem Avenue				180		180
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway				360		360
49	Shadybrook Square	6866-6891 Shady Brook Lane				360		357
50	Eckerd - Moore, OK	1320 Santa Fe Avenue				180		180
51	CVS - Rutherford College, NC	301 U.S. Highway 70				300		299
52	Brackenridge Skyway Plaza	21 Second Street Southwest				300		231
53	North Eton Plaza	151-221 North Eton Street				240		180
54	Wherehouse Music/Blockbuster Video	2107 South 700 East				300		239

[Continued from above table, first column(s) repeated]


					Maturity Date or
Mortgage			Monthly P&I		ARD Balloon
Loan Number	Property Name	Address	Payments($)		Balance($)		ARD Loan

1	Tucson Mall	4500 North Oracle Road		640,283.14		118,511,942.19		Y
2	Meridian Mall	1982 Grand River Avenue		492,916.94		77,780,340.35		N
3	Chelsea Market	75 Ninth Avenue		485,459.60		74,892,490.32		N
4	Park City Center	142 Park City Center		343,746.42		58,089,343.86		N
5	Four Seasons Hotel - Chicago	120 East Delaware Place		345,923.15		43,686,450.30		N
6	Parkdale Mall	6155 Eastex Freeway		333,548.50		47,407,741.05		N
7	Regency Square Mall	9501 Arlington Expressway		240,783.38		45,386,700.33		N
8	Rivertowne Commons	6235 Oxon Hill Road		258,636.68		36,505,759.46		Y
9	Arco Center	200 & 300 Oceangate		238,937.68		34,009,888.97		Y
10	Chandler Festival	2660 West Chandler Boulevard		159,676.92		29,225,047.23		N
11	The Ansonia	2109 Broadway	IO			28,100,000.00		N
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive		114,186.94		16,855,674.08		Y
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas		110,291.05		15,514,414.91		Y
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		100,178.51		16,972,560.48		Y
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		99,552.40		16,866,481.68		Y
16	Shiloh Square Shopping Center	3895 Cherokee Street		76,955.37		11,883,005.82		Y
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue		83,487.56		11,857,558.74		N
18	Washington State Portfolio	Various		76,491.15		12,887,428.48		Y
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West
18.2	DSHS Building-Bellingham	4101 Meridian Street
19	East Town Plaza	2021 - 2173 Zeier Road		68,323.36		10,094,674.31		N
20	Pepper Cove Apartments	9300 SW 137th Avenue		70,662.74		10,808,510.16		Y
21	St. Vincent’s Hospital-POB II & III	Various		67,416.23		9,657,801.15		N
21.1	St. Vincent POB III	833 St. Vincent’s Drive
21.2	St. Vincent POB II	2700 10th Avenue South
22	Grand Plaza	14301-14459 North Dale Mabry Highway		67,471.74		9,634,346.11		N
23	23 Christopher Way	23 Christopher Way		54,423.32		7,651,950.30		N
24	Parkdale Crossing	4155 Dowlen Road		52,665.55		7,485,432.42		N
25	Sherman Oaks Square	4454 Van Nuys Boulevard	IO			8,250,000.00		Y
26	Nogales Plaza	251-492 Grand Avenue		47,981.76		6,932,437.89		Y
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard		51,983.88		6,313,803.70		Y
28	Park Monroe Apartments	3300 16th Street NW		46,533.48		6,728,480.97		N
29	33rd & Killingsworth	5320 Northeast 33rd Avenue		39,888.84		6,266,554.99		N
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		27,392.00		6,420,000.00		N
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue		34,019.15		4,086,523.49		N
32	Space Plus Self Storage	17231 Dona Michelle Drive		30,587.72		4,107,795.73		Y
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road		26,664.66		3,813,430.22		N
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street		25,479.97		3,757,148.31		N
35	Walgreens - North Muskegon, MI	1771 Holton Road		24,568.10		3,513,592.92		N
36	Walgreens - Berkeley, CA	2801 Adeline Street		21,074.87		3,067,069.51		N
37	Walgreens - Longmont, CO	835 East 17th Avenue		20,647.93		2,955,569.16		Y
38	Best Buy - Lubbock, TX	5916 West Loop 289		20,383.30		2,517,604.91		Y
39	Walgreens - Newberg, OR	1840 E Portland Road		22,429.71		0.00		N
40	Walgreens - Leander, TX	905 Crystal Falls Parkway		17,478.25		2,535,235.61		Y
41	Linens’n Things - Milford, CT	1574 Boston Post Road		17,794.10		2,652,470.09		N
42	Walgreens - Spartanburg, SC	2410 Reidville Road		22,426.39		0.00		N
43	McCulloch Center	1990 McCulloch Boulevard N		19,605.05		2,335,334.39		N
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard		19,037.09		0.00		N
45	Eckerd - Sumter, SC	375 Pinewood Road		17,465.08		2,073,341.88		N
46	CVS - Rockingham, NC	1208 East Broad Street		14,202.86		1,694,919.69		Y
47	Harwood Commons Site	4701 North Harlem Avenue		17,647.19		0.00		N
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway		12,106.98		1,700,741.69		N
49	Shadybrook Square	6866-6891 Shady Brook Lane		11,797.66		1,627,152.48		N
50	Eckerd - Moore, OK	1320 Santa Fe Avenue		15,722.93		0.00		N
51	CVS - Rutherford College, NC	301 U.S. Highway 70		10,244.04		1,222,489.35		Y
52	Brackenridge Skyway Plaza	21 Second Street Southwest		7,652.03		821,365.18		N
53	North Eton Plaza	151-221 North Eton Street		6,453.64		564,234.96		N
54	Wherehouse Music/Blockbuster Video	2107 South 700 East		4,145.47		476,254.57		N

[Continued from above table, first column(s) repeated]


									LTV Ratio
Mortgage Loan						Cut-Off Date			at Maturity
Number	Property Name	Address	Appraisal Date	DSCR (x)		LTV Ratio			or ARD

1	Tucson Mall	4500 North Oracle Road	28-Aug-2003		1.96		59.83	%		54.61	%
2	Meridian Mall	1982 Grand River Avenue	31-May-2003		1.87		59.99	%		52.91	%
3	Chelsea Market	75 Ninth Avenue	1-Aug-2003		1.60		59.77	%		52.35	%
4	Park City Center	142 Park City Center	29-Aug-2003		1.97		60.48	%		53.29	%
5	Four Seasons Hotel - Chicago	120 East Delaware Place	1-Aug-2003		2.42		50.00	%		37.66	%
6	Parkdale Mall	6155 Eastex Freeway	1-Jun-2003		1.88		60.18	%		50.22	%
7	Regency Square Mall	9501 Arlington Expressway	4-Jun-2003		2.39		59.63	%		51.37	%
8	Rivertowne Commons	6235 Oxon Hill Road	20-Jun-2003		1.31		79.56	%		67.60	%
9	Arco Center	200 & 300 Oceangate	1-Jan-2004		1.22		67.26	%		60.19	%
10	Chandler Festival	2660 West Chandler Boulevard	2-Sep-2003		2.46		58.11	%		53.14	%
11	The Ansonia	2109 Broadway	24-Apr-2003		3.42		48.70	%		48.70	%
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive	1-Aug-2003		1.80		65.95	%		55.08	%
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas	1-Sep-2003		1.23		72.74	%		62.06	%
14	FBI Headquarters-Richmond, VA	1970 East Parham Road	24-Jul-2003		1.51		75.00	%		70.72	%
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way	30-Jul-2003		1.54		75.00	%		70.72	%
16	Shiloh Square Shopping Center	3895 Cherokee Street	1-Feb-2004		1.29		73.81	%		60.63	%
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue	8-Sep-2003		1.37		73.62	%		62.41	%
18	Washington State Portfolio	Various	29-Aug-2003		1.47		72.48	%		67.12	%
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West	29-Aug-2003
18.2	DSHS Building-Bellingham	4101 Meridian Street	29-Aug-2003
19	East Town Plaza	2021 - 2173 Zeier Road	1-May-2003		1.82		66.58	%		55.77	%
20	Pepper Cove Apartments	9300 SW 137th Avenue	12-Sep-2003		1.24		79.47	%		71.58	%
21	St. Vincent’s Hospital-POB II & III	Various	10-Jun-2003		1.35		74.96	%		63.45	%
21.1	St. Vincent POB III	833 St. Vincent’s Drive	10-Jun-2003
21.2	St. Vincent POB II	2700 10th Avenue South	10-Jun-2003
22	Grand Plaza	14301-14459 North Dale Mabry Highway	29-Aug-2003		1.56		74.15	%		62.66	%
23	23 Christopher Way	23 Christopher Way	3-Jul-2003		1.21		78.20	%		66.54	%
24	Parkdale Crossing	4155 Dowlen Road	1-Jun-2003		1.57		78.00	%		65.09	%
25	Sherman Oaks Square	4454 Van Nuys Boulevard	30-Jul-2003		2.72		51.89	%		51.89	%
26	Nogales Plaza	251-492 Grand Avenue	27-Aug-2003		1.31		80.00	%		67.31	%
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard	24-Sep-2003		1.45		68.82	%		52.99	%
28	Park Monroe Apartments	3300 16th Street NW	24-Sep-2003		1.45		60.61	%		50.97	%
29	33rd & Killingsworth	5320 Northeast 33rd Avenue	1-Sep-2003		1.74		67.70	%		55.16	%
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue	26-Feb-2003		2.86		53.06	%		53.06	%
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue	29-Jul-2003		1.35		74.82	%		57.96	%
32	Space Plus Self Storage	17231 Dona Michelle Drive	11-Aug-2003		1.27		70.32	%		60.86	%
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road	16-Jun-2003		1.21		79.91	%		67.49	%
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street	31-Mar-2003		1.35		74.21	%		62.20	%
35	Walgreens - North Muskegon, MI	1771 Holton Road	1-Jul-2003		1.21		80.00	%		67.57	%
36	Walgreens - Berkeley, CA	2801 Adeline Street	7-Feb-2003		1.47		72.59	%		61.34	%
37	Walgreens - Longmont, CO	835 East 17th Avenue	1-Oct-2003		1.30		74.40	%		62.88	%
38	Best Buy - Lubbock, TX	5916 West Loop 289	30-Aug-2003		1.67		54.92	%		41.96	%
39	Walgreens - Newberg, OR	1840 E Portland Road	25-Jun-2003		1.19		67.76	%		0.00	%
40	Walgreens - Leander, TX	905 Crystal Falls Parkway	1-Oct-2003		1.24		79.42	%		66.72	%
41	Linens ’n Things - Milford, CT	1574 Boston Post Road	19-Aug-2003		1.96		52.63	%		46.53	%
42	Walgreens - Spartanburg, SC	2410 Reidville Road	25-Aug-2003		1.20		62.50	%		0.00	%
43	McCulloch Center	1990 McCulloch Boulevard N	29-Jul-2003		1.32		73.08	%		56.96	%
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard	9-Jul-2003		1.43		59.11	%		0.00	%
45	Eckerd - Sumter, SC	375 Pinewood Road	21-Nov-2002		1.29		73.38	%		57.91	%
46	CVS - Rockingham, NC	1208 East Broad Street	11-Aug-2003		1.37		70.22	%		54.67	%
47	Harwood Commons Site	4701 North Harlem Avenue	29-Aug-2003		1.18		58.33	%		0.00	%
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway	21-Aug-2003		1.55		74.07	%		62.99	%
49	Shadybrook Square	6866-6891 Shady Brook Lane	27-Jun-2003		1.69		71.52	%		61.40	%
50	Eckerd - Moore, OK	1320 Santa Fe Avenue	29-Jul-2003		1.16		61.17	%		0.00	%
51	CVS - Rutherford College, NC	301 U.S. Highway 70	11-Aug-2003		1.37		69.78	%		54.33	%
52	Brackenridge Skyway Plaza	21 Second Street Southwest	1-Jan-2001		2.61		41.57	%		37.33	%
53	North Eton Plaza	151-221 North Eton Street	29-Jan-2001		1.26		60.87	%		47.82	%
54	Wherehouse Music/Blockbuster Video	2107 South 700 East	24-Jan-2000		3.93		24.89	%		21.65	%

[Continued from above table, first column(s) repeated]


Mortgage Loan			Year				Number of
Number	Property Name	Address	Built		Year Renovated		Units

1	Tucson Mall	4500 North Oracle Road		1981		1991, 1993 & 2003		1,304,759
2	Meridian Mall	1982 Grand River Avenue		1969		2002		814,677
3	Chelsea Market	75 Ninth Avenue		1900		1996-1999		1,153,752
4	Park City Center	142 Park City Center		1970		1997		1,367,529
5	Four Seasons Hotel - Chicago	120 East Delaware Place		1989		2000		343
6	Parkdale Mall	6155 Eastex Freeway		1973		2003		587,629
7	Regency Square Mall	9501 Arlington Expressway		1967 & 1998		2001		938,031
8	Rivertowne Commons	6235 Oxon Hill Road		1987				387,339
9	Arco Center	200 & 300 Oceangate		1983				459,636
10	Chandler Festival	2660 West Chandler Boulevard		2001				364,649
11	The Ansonia	2109 Broadway		1904		2002		118,382
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive		1982-1989				384,436
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas		1981				131,123
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		2001				96,607
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		1996 & 1997				131,453
16	Shiloh Square Shopping Center	3895 Cherokee Street		1996, 1999 & 2003				139,720
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue		2002-2003				77,762
18	Washington State Portfolio	Various		Various		Various		121,442
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West		1987		1992		92,053
18.2	DSHS Building-Bellingham	4101 Meridian Street		1984		2003		29,389
19	East Town Plaza	2021 - 2173 Zeier Road		1992		1999		208,959
20	Pepper Cove Apartments	9300 SW 137th Avenue		1987		1993-1994		208
21	St. Vincent’s Hospital-POB II & III	Various		Various				139,070
21.1	St. Vincent POB III	833 St. Vincent’s Drive		1992				81,716
21.2	St. Vincent POB II	2700 10th Avenue South		1988				57,354
22	Grand Plaza	14301-14459 North Dale Mabry Highway		1985				105,585
23	23 Christopher Way	23 Christopher Way		2002				78,539
24	Parkdale Crossing	4155 Dowlen Road		2003				88,109
25	Sherman Oaks Square	4454 Van Nuys Boulevard		1973				64,216
26	Nogales Plaza	251-492 Grand Avenue		1993				139,124
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard		1999-2000				133,094
28	Park Monroe Apartments	3300 16th Street NW		1964		2002-2003		164
29	33rd & Killingsworth	5320 Northeast 33rd Avenue		2001				48,324
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		1987 & 2000				83,870
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue		1972		1998		105,975
32	Space Plus Self Storage	17231 Dona Michelle Drive		2000				786
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road		2003				13,650
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street		1930		1999		24,524
35	Walgreens - North Muskegon, MI	1771 Holton Road		2003				14,560
36	Walgreens - Berkeley, CA	2801 Adeline Street		1964		2001		24,640
37	Walgreens - Longmont, CO	835 East 17th Avenue		2003				14,490
38	Best Buy - Lubbock, TX	5916 West Loop 289		2003				30,000
39	Walgreens - Newberg, OR	1840 E Portland Road		2002				14,490
40	Walgreens - Leander, TX	905 Crystal Falls Parkway		2003				14,560
41	Linens ’n Things - Milford, CT	1574 Boston Post Road		1993				34,660
42	Walgreens - Spartanburg, SC	2410 Reidville Road		2003				14,560
43	McCulloch Center	1990 McCulloch Boulevard N		1974		2002		49,997
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard		2001				15,120
45	Eckerd - Sumter, SC	375 Pinewood Road		2001				12,728
46	CVS - Rockingham, NC	1208 East Broad Street		2002				10,125
47	Harwood Commons Site	4701 North Harlem Avenue						481,345
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway		1999				16,058
49	Shadybrook Square	6866-6891 Shady Brook Lane		1978				15,879
50	Eckerd - Moore, OK	1320 Santa Fe Avenue		2000				11,347
51	CVS - Rutherford College, NC	301 U.S. Highway 70		2002				10,125
52	Brackenridge Skyway Plaza	21 Second Street Southwest		1957		1988		38,223
53	North Eton Plaza	151-221 North Eton Street		1968				10,460
54	Wherehouse Music/Blockbuster Video	2107 South 700 East		1986		1994		14,798

[Continued from above table, first column(s) repeated]


				Cut-Off Date Loan
Mortgage Loan			Unit of	Amount Per (Unit)		Occupancy			Occupancy
Number	Property Name	Address	Measure	($)		Rate (%)			“as of” Date

1	Tucson Mall	4500 North Oracle Road	Sq. Ft.		100		97.59	%	3-Sep-2003
2	Meridian Mall	1982 Grand River Avenue	Sq. Ft.		108		96.50	%	31-Aug-2003
3	Chelsea Market	75 Ninth Avenue	Sq. Ft.		74		98.15	%	1-Oct-2003
4	Park City Center	142 Park City Center	Sq. Ft.		48		96.36	%	13-Oct-2003
5	Four Seasons Hotel - Chicago	120 East Delaware Place	Rooms		169,096		74.94	%	30-Sep-2003
6	Parkdale Mall	6155 Eastex Freeway	Sq. Ft.		97		93.51	%	8-Sep-2003
7	Regency Square Mall	9501 Arlington Expressway	Sq. Ft.		56		90.20	%	11-Jun-2003
8	Rivertowne Commons	6235 Oxon Hill Road	Sq. Ft.		111		99.61	%	1-Jul-2003
9	Arco Center	200 & 300 Oceangate	Sq. Ft.		83		76.27	%	7-Aug-2003
10	Chandler Festival	2660 West Chandler Boulevard	Sq. Ft.		88		93.89	%	30-Sep-2003
11	The Ansonia	2109 Broadway	Sq. Ft.		237		95.78	%	31-Jul-2003
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive	Sq. Ft.		52		82.66	%	31-Jul-2003
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas	Sq. Ft.		139		75.81	%	25-Aug-2003
14	FBI Headquarters-Richmond, VA	1970 East Parham Road	Sq. Ft.		186		100.00	%	7-Oct-2003
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way	Sq. Ft.		136		100.00	%	7-Oct-2003
16	Shiloh Square Shopping Center	3895 Cherokee Street	Sq. Ft.		104		82.51	%	31-Jul-2003
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue	Sq. Ft.		180		94.56	%	27-Oct-2003
18	Washington State Portfolio	Various	Sq. Ft.		115		100.00	%	30-Sep-2003
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West	Sq. Ft.				100.00	%	30-Sep-2003
18.2	DSHS Building-Bellingham	4101 Meridian Street	Sq. Ft.				100.00	%	30-Sep-2003
19	East Town Plaza	2021 - 2173 Zeier Road	Sq. Ft.		58		96.08	%	30-Jun-2003
20	Pepper Cove Apartments	9300 SW 137th Avenue	Units		57,692		99.52	%	29-Sep-2003
21	St. Vincent’s Hospital-POB II & III	Various	Sq. Ft.		82		98.29	%	21-Jul-2003
21.1	St. Vincent POB III	833 St. Vincent’s Drive	Sq. Ft.				97.09	%	21-Jul-2003
21.2	St. Vincent POB II	2700 10th Avenue South	Sq. Ft.				100.00	%	21-Jul-2003
22	Grand Plaza	14301-14459 North Dale Mabry Highway	Sq. Ft.		108		100.00	%	27-Sep-2003
23	23 Christopher Way	23 Christopher Way	Sq. Ft.		114		100.00	%	5-Sep-2003
24	Parkdale Crossing	4155 Dowlen Road	Sq. Ft.		102		95.28	%	25-Sep-2003
25	Sherman Oaks Square	4454 Van Nuys Boulevard	Sq. Ft.		128		98.84	%	1-Jul-2003
26	Nogales Plaza	251-492 Grand Avenue	Sq. Ft.		59		89.19	%	30-Sep-2003
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard	Sq. Ft.		62		100.00	%	9-Oct-2003
28	Park Monroe Apartments	3300 16th Street NW	Units		48,780		92.68	%	30-Sep-2003
29	33rd & Killingsworth	5320 Northeast 33rd Avenue	Sq. Ft.		159		97.27	%	1-Aug-2003
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue	Sq. Ft.		77		97.64	%	16-Sep-2003
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue	Sq. Ft.		50		100.00	%	15-Aug-2003
32	Space Plus Self Storage	17231 Dona Michelle Drive	Units		6,039		88.43	%	31-Jul-2003
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road	Sq. Ft.		331		100.00	%	15-Oct-2003
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street	Sq. Ft.		183		100.00	%	17-Sep-2003
35	Walgreens - North Muskegon, MI	1771 Holton Road	Sq. Ft.		286		100.00	%	20-Oct-2003
36	Walgreens - Berkeley, CA	2801 Adeline Street	Sq. Ft.		147		100.00	%	19-May-2003
37	Walgreens - Longmont, CO	835 East 17th Avenue	Sq. Ft.		241		100.00	%	8-Sep-2003
38	Best Buy - Lubbock, TX	5916 West Loop 289	Sq. Ft.		110		100.00	%	25-Sep-2003
39	Walgreens - Newberg, OR	1840 E Portland Road	Sq. Ft.		220		100.00	%	7-Aug-2003
40	Walgreens - Leander, TX	905 Crystal Falls Parkway	Sq. Ft.		207		100.00	%	28-Oct-2003
41	Linens ’n Things - Milford, CT	1574 Boston Post Road	Sq. Ft.		87		100.00	%	25-Jun-2003
42	Walgreens - Spartanburg, SC	2410 Reidville Road	Sq. Ft.		206		100.00	%	1-Oct-2003
43	McCulloch Center	1990 McCulloch Boulevard N	Sq. Ft.		60		98.10	%	1-Aug-2003
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard	Sq. Ft.		188		100.00	%	7-Jul-2003
45	Eckerd - Sumter, SC	375 Pinewood Road	Sq. Ft.		206		100.00	%	16-Jun-2003
46	CVS - Rockingham, NC	1208 East Broad Street	Sq. Ft.		215		100.00	%	20-Aug-2003
47	Harwood Commons Site	4701 North Harlem Avenue	Sq. Ft.		4		100.00	%	10-Oct-2003
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway	Sq. Ft.		125		100.00	%	28-Aug-2003
49	Shadybrook Square	6866-6891 Shady Brook Lane	Sq. Ft.		119		100.00	%	1-Jun-2003
50	Eckerd - Moore, OK	1320 Santa Fe Avenue	Sq. Ft.		162		100.00	%	23-Sep-2003
51	CVS - Rutherford College, NC	301 U.S. Highway 70	Sq. Ft.		155		100.00	%	1-Aug-2003
52	Brackenridge Skyway Plaza	21 Second Street Southwest	Sq. Ft.		24		91.66	%	9-Sep-2003
53	North Eton Plaza	151-221 North Eton Street	Sq. Ft.		69		100.00	%	1-Aug-2003
54	Wherehouse Music/Blockbuster Video	2107 South 700 East	Sq. Ft.		37		100.00	%	31-Dec-2002

Mortgage Loan

Number

Property Name

Address

Most Recent Period

Tucson Mall

4500 North Oracle Road

Budget 12/31/03

Meridian Mall

1982 Grand River Avenue

2003 Budget

Chelsea Market

75 Ninth Avenue

YTD Annualized

Park City Center

142 Park City Center

Trailing 12 - June 30, 2003

Four Seasons Hotel - Chicago

120 East Delaware Place

Trailing 12 - Sept. 30, 2003

Parkdale Mall

6155 Eastex Freeway

Budget 2003

Regency Square Mall

9501 Arlington Expressway

Trailing 12 - April 30, 2003

Rivertowne Commons

6235 Oxon Hill Road

Trailing 12 mos. Ended 6/30/03

Arco Center

200 & 300 Oceangate

1/03-7/03 Annualized

Chandler Festival

2660 West Chandler Boulevard

2003 Budget

The Ansonia

2109 Broadway

Annualized 6mos. Ended 6/30/03

WestLake Corporate Park

10801-10816 Executive Center Drive;
1701 Center View Drive

6 Months Annualized

Cendant Building⁽¹⁾

27261-27271 Las Ramblas

FBI Headquarters-Richmond, VA

1970 East Parham Road

Annualized 2003 (1/1-7/31)

Natural Resource Center-Boise, ID

1249 & 1387 South Vinnell Way

Annualized 2003 (1/1-7/31)

Shiloh Square Shopping Center

3895 Cherokee Street

Trailing 12 6/30/03

Chino Spectrum Towne Center, Phase B

3801-4097 Grand Avenue

Washington State Portfolio

Various

Annualized (1/1-7/31) 2003

18.1

Black Lake I , II, and III

421 and 405 Black Lake Boulevard SW;
and 2000 4th Avenue West

Annualized (1/1-7/31) 2003

18.2

DSHS Building-Bellingham

4101 Meridian Street

Annualized (1/1-7/31) 2003

East Town Plaza

2021 - 2173 Zeier Road

Annualized 6mos. Ended 6/30/03

Pepper Cove Apartments

9300 SW 137th Avenue

01/03-08/03 Annualized

St. Vincent’s Hospital-POB II & III

Various

Trailing 12 mos. Ended 6/30/03

21.1

St. Vincent POB III

833 St. Vincent’s Drive

Trailing 12 mos. Ended 6/30/03

21.2

St. Vincent POB II

2700 10th Avenue South

Trailing 12 mos. Ended 6/30/03

Grand Plaza

14301-14459 North Dale Mabry Highway

Annualized 2003 (1/1-5/31)

23 Christopher Way

Annualized 8mos. Ended 8/31/03

Parkdale Crossing

4155 Dowlen Road

2003 Proforma

Sherman Oaks Square

4454 Van Nuys Boulevard

2002

Nogales Plaza

251-492 Grand Avenue

Annualized 2/03 - 9/03

Park West at Gateway Centre

3825, 3845, 3984 Gateway Boulevard

April-Sept 2003 Ann.

Park Monroe Apartments

3300 16th Street NW

Budget

33rd & Killingsworth

5320 Northeast 33rd Avenue

Annualized 6mos. Ended 6/30/03

Shoppes at Paradise Pointe

NEC of US Highway 98 & Perry Avenue

2002

Eufaula Square Shopping Center

1009 South Eufaula Avenue

Annualized 2003 (Jan-July)

Space Plus Self Storage

17231 Dona Michelle Drive

2003 T3 (6/03-8/03)

Walgreens - Livonia, MI

NEC of Middlebelt Road & Plymouth Road

Walnut Square

1500 - 1510 Walnut Street and 2110 - 2124 Vine Street

Annualized 6mos. Ended 6/30/03

Walgreens - North Muskegon, MI

1771 Holton Road

Walgreens - Berkeley, CA

2801 Adeline Street

Annualized 6mos. Ended 6/30/03

Walgreens - Longmont, CO

835 East 17th Avenue

Best Buy - Lubbock, TX

5916 West Loop 289

Walgreens - Newberg, OR

1840 E Portland Road

Walgreens - Leander, TX

905 Crystal Falls Parkway

Linens ’n Things - Milford, CT

1574 Boston Post Road

1/03 - 5/03 Annualized

Walgreens - Spartanburg, SC

2410 Reidville Road

McCulloch Center

1990 McCulloch Boulevard N

Trailing 12 (8/02-7/03)

Walgreens - Sacramento, CA

2900 Stockton Boulevard

Eckerd - Sumter, SC

375 Pinewood Road

Annualized 5mos. Ended 5/31/03

CVS - Rockingham, NC

1208 East Broad Street

Harwood Commons Site

4701 North Harlem Avenue

Statement 2001

Cordova Towne Center Phase I

1140 N. Germantown Parkway

Annualized 2003 (Jan-July)

Shadybrook Square

6866-6891 Shady Brook Lane

Trailing 12 mos. Ended 5/31/03

Eckerd - Moore, OK

1320 Santa Fe Avenue

CVS - Rutherford College, NC

301 U.S. Highway 70

Brackenridge Skyway Plaza

21 Second Street Southwest

Annualized 7 month 2003

North Eton Plaza

151-221 North Eton Street

Statement 2002

Wherehouse Music/Blockbuster Video

2107 South 700 East

Statement 2002

[Continued from above table, first column(s) repeated]


					Most
Mortgage Loan			Most Recent		Recent NCF
Number	Property Name	Address	NOI ($)		($)

1	Tucson Mall	4500 North Oracle Road		15,897,314		15,597,219
2	Meridian Mall	1982 Grand River Avenue		12,141,790		12,060,322
3	Chelsea Market	75 Ninth Avenue		17,891,462		17,718,399
4	Park City Center	142 Park City Center		17,201,256		17,201,256
5	Four Seasons Hotel - Chicago	120 East Delaware Place		10,718,919		5,846,794
6	Parkdale Mall	6155 Eastex Freeway		8,118,443		8,053,057
7	Regency Square Mall	9501 Arlington Expressway		14,175,263		14,175,263
8	Rivertowne Commons	6235 Oxon Hill Road		4,459,521		4,151,611
9	Arco Center	200 & 300 Oceangate		3,885,747		3,801,483
10	Chandler Festival	2660 West Chandler Boulevard		4,997,940		4,997,940
11	The Ansonia	2109 Broadway		3,834,190		3,424,196
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive		3,723,033		3,592,325
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		1,998,633		1,998,633
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		1,985,645		1,985,645
16	Shiloh Square Shopping Center	3895 Cherokee Street		1,202,830		1,186,063
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue
18	Washington State Portfolio	Various		1,465,178		1,465,178
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West		1,165,072		1,165,072
18.2	DSHS Building-Bellingham	4101 Meridian Street		300,106		300,106
19	East Town Plaza	2021 - 2173 Zeier Road		1,824,807		1,824,807
20	Pepper Cove Apartments	9300 SW 137th Avenue		1,063,413		1,014,741
21	St. Vincent’s Hospital-POB II & III	Various		1,522,062		1,522,062
21.1	St. Vincent POB III	833 St. Vincent’s Drive		1,034,753		1,034,753
21.2	St. Vincent POB II	2700 10th Avenue South		487,309		487,309
22	Grand Plaza	14301-14459 North Dale Mabry Highway		1,720,111		1,664,474
23	23 Christopher Way	23 Christopher Way		909,724		909,724
24	Parkdale Crossing	4155 Dowlen Road		852,688		851,807
25	Sherman Oaks Square	4454 Van Nuys Boulevard		1,464,637		1,436,382
26	Nogales Plaza	251-492 Grand Avenue		925,580		900,531
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard		1,106,818		1,093,508
28	Park Monroe Apartments	3300 16th Street NW		945,500		904,500
29	33rd & Killingsworth	5320 Northeast 33rd Avenue		529,923		529,923
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		572,986		564,599
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue		750,123		750,123
32	Space Plus Self Storage	17231 Dona Michelle Drive		500,095		488,305
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street		393,969		351,556
35	Walgreens - North Muskegon, MI	1771 Holton Road
36	Walgreens - Berkeley, CA	2801 Adeline Street		405,382		386,422
37	Walgreens - Longmont, CO	835 East 17th Avenue
38	Best Buy - Lubbock, TX	5916 West Loop 289
39	Walgreens - Newberg, OR	1840 E Portland Road
40	Walgreens - Leander, TX	905 Crystal Falls Parkway
41	Linens ’n Things - Milford, CT	1574 Boston Post Road		446,717		437,705
42	Walgreens - Spartanburg, SC	2410 Reidville Road
43	McCulloch Center	1990 McCulloch Boulevard N		196,735		196,735
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard
45	Eckerd - Sumter, SC	375 Pinewood Road		296,247		296,247
46	CVS - Rockingham, NC	1208 East Broad Street
47	Harwood Commons Site	4701 North Harlem Avenue		258,644		257,593
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway		208,654		208,654
49	Shadybrook Square	6866-6891 Shady Brook Lane		273,771		242,036
50	Eckerd - Moore, OK	1320 Santa Fe Avenue
51	CVS - Rutherford College, NC	301 U.S. Highway 70
52	Brackenridge Skyway Plaza	21 Second Street Southwest		263,074		259,762
53	North Eton Plaza	151-221 North Eton Street		122,076		104,140
54	Wherehouse Music/Blockbuster Video	2107 South 700 East		253,124		250,651

[Continued from above table, first column(s) repeated]


Mortgage Loan			UW		UW Expenses
Number	Property Name	Address	Revenues ($)		($)

1	Tucson Mall	4500 North Oracle Road		23,599,892		8,031,592
2	Meridian Mall	1982 Grand River Avenue		19,054,832		7,516,732
3	Chelsea Market	75 Ninth Avenue		27,904,634		7,665,592
4	Park City Center	142 Park City Center		25,995,457		8,909,797
5	Four Seasons Hotel - Chicago	120 East Delaware Place		54,378,283		42,142,165
6	Parkdale Mall	6155 Eastex Freeway		12,714,097		4,718,603
7	Regency Square Mall	9501 Arlington Expressway		22,528,190		8,397,524
8	Rivertowne Commons	6235 Oxon Hill Road		5,847,255		1,399,420
9	Arco Center	200 & 300 Oceangate		8,586,734		4,523,823
10	Chandler Festival	2660 West Chandler Boulevard		6,289,487		1,400,335
11	The Ansonia	2109 Broadway		6,509,026		1,876,033
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive		5,469,903		2,341,328
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas		2,551,522		922,864
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		2,479,315		601,741
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		2,838,436		915,060
16	Shiloh Square Shopping Center	3895 Cherokee Street		1,579,384		358,080
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue		1,921,267		496,871
18	Washington State Portfolio	Various		1,834,683		389,279
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West		1,351,108		308,479
18.2	DSHS Building-Bellingham	4101 Meridian Street		483,575		80,800
19	East Town Plaza	2021 - 2173 Zeier Road		2,398,696		751,694
20	Pepper Cove Apartments	9300 SW 137th Avenue		2,123,466		1,020,181
21	St. Vincent’s Hospital-POB II & III	Various		2,567,353		1,137,817
21.1	St. Vincent POB III	833 St. Vincent’s Drive		1,475,081		611,360
21.2	St. Vincent POB II	2700 10th Avenue South		1,092,272		526,457
22	Grand Plaza	14301-14459 North Dale Mabry Highway		1,901,879		523,850
23	23 Christopher Way	23 Christopher Way		1,451,633		496,790
24	Parkdale Crossing	4155 Dowlen Road		1,301,245		278,617
25	Sherman Oaks Square	4454 Van Nuys Boulevard		1,918,836		572,378
26	Nogales Plaza	251-492 Grand Avenue		1,444,324		594,873
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard		1,421,315		413,345
28	Park Monroe Apartments	3300 16th Street NW		1,640,700		788,568
29	33rd & Killingsworth	5320 Northeast 33rd Avenue		1,053,558		207,293
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		1,297,405		317,712
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue		783,141		152,246
32	Space Plus Self Storage	17231 Dona Michelle Drive		864,780		387,552
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road		400,000		12,000
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street		704,003		260,000
35	Walgreens - North Muskegon, MI	1771 Holton Road		369,000		11,070
36	Walgreens - Berkeley, CA	2801 Adeline Street		416,809		42,000
37	Walgreens - Longmont, CO	835 East 17th Avenue		329,050		6,581
38	Best Buy - Lubbock, TX	5916 West Loop 289		525,107		114,258
39	Walgreens - Newberg, OR	1840 E Portland Road		401,800		73,970
40	Walgreens - Leander, TX	905 Crystal Falls Parkway		267,000		5,340
41	Linens ’n Things - Milford, CT	1574 Boston Post Road		597,451		148,606
42	Walgreens - Spartanburg, SC	2410 Reidville Road		343,000		15,290
43	McCulloch Center	1990 McCulloch Boulevard N		516,670		162,356
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard		346,920		15,109
45	Eckerd - Sumter, SC	375 Pinewood Road		287,723		8,632
46	CVS - Rockingham, NC	1208 East Broad Street		242,190		7,266
47	Harwood Commons Site	4701 North Harlem Avenue		256,109		6,122
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway		338,884		96,840
49	Shadybrook Square	6866-6891 Shady Brook Lane		365,599		107,283
50	Eckerd - Moore, OK	1320 Santa Fe Avenue		232,400		9,597
51	CVS - Rutherford College, NC	301 U.S. Highway 70		174,656		5,240
52	Brackenridge Skyway Plaza	21 Second Street Southwest		647,732		356,950
53	North Eton Plaza	151-221 North Eton Street		168,043		61,004
54	Wherehouse Music/Blockbuster Video	2107 South 700 East		253,363		41,539

[Continued from above table, first column(s) repeated]


			UW Net
Mortgage Loan			Operating		UW Net Cash
Number	Property Name	Address	Income ($)		Flow ($)

1	Tucson Mall	4500 North Oracle Road		15,568,301		15,023,212
2	Meridian Mall	1982 Grand River Avenue		11,538,100		11,085,792
3	Chelsea Market	75 Ninth Avenue		20,239,042		18,585,819
4	Park City Center	142 Park City Center		17,085,660		16,270,753
5	Four Seasons Hotel - Chicago	120 East Delaware Place		12,236,118		10,060,987
6	Parkdale Mall	6155 Eastex Freeway		7,995,494		7,512,397
7	Regency Square Mall	9501 Arlington Expressway		14,130,667		13,797,699
8	Rivertowne Commons	6235 Oxon Hill Road		4,447,835		4,078,832
9	Arco Center	200 & 300 Oceangate		4,062,911		3,499,344
10	Chandler Festival	2660 West Chandler Boulevard		4,889,151		4,723,171
11	The Ansonia	2109 Broadway		4,632,994		4,485,941
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive		3,128,575		2,462,599
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas		1,628,659		1,479,092
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		1,877,574		1,813,268
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		1,923,376		1,839,345
16	Shiloh Square Shopping Center	3895 Cherokee Street		1,221,304		1,194,114
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue		1,424,396		1,369,063
18	Washington State Portfolio	Various		1,445,404		1,350,123
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West		1,042,629		961,665
18.2	DSHS Building-Bellingham	4101 Meridian Street		402,775		388,458
19	East Town Plaza	2021 - 2173 Zeier Road		1,647,002		1,496,120
20	Pepper Cove Apartments	9300 SW 137th Avenue		1,103,285		1,054,613
21	St. Vincent’s Hospital-POB II & III	Various		1,429,536		1,089,520
21.1	St. Vincent POB III	833 St. Vincent’s Drive		863,721		664,632
21.2	St. Vincent POB II	2700 10th Avenue South		565,815		424,888
22	Grand Plaza	14301-14459 North Dale Mabry Highway		1,378,028		1,260,224
23	23 Christopher Way	23 Christopher Way		954,843		789,575
24	Parkdale Crossing	4155 Dowlen Road		1,022,628		990,473
25	Sherman Oaks Square	4454 Van Nuys Boulevard		1,346,458		1,244,526
26	Nogales Plaza	251-492 Grand Avenue		849,451		752,283
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard		1,007,970		907,036
28	Park Monroe Apartments	3300 16th Street NW		852,132		811,132
29	33rd & Killingsworth	5320 Northeast 33rd Avenue		846,264		834,184
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		979,692		939,233
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue		630,895		551,382
32	Space Plus Self Storage	17231 Dona Michelle Drive		477,228		465,438
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road		388,000		386,635
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street		444,003		411,522
35	Walgreens - North Muskegon, MI	1771 Holton Road		357,930		356,474
36	Walgreens - Berkeley, CA	2801 Adeline Street		374,809		371,113
37	Walgreens - Longmont, CO	835 East 17th Avenue		322,469		321,216
38	Best Buy - Lubbock, TX	5916 West Loop 289		410,849		407,849
39	Walgreens - Newberg, OR	1840 E Portland Road		327,830		321,585
40	Walgreens - Leander, TX	905 Crystal Falls Parkway		261,660		260,204
41	Linens ’n Things - Milford, CT	1574 Boston Post Road		448,845		418,225
42	Walgreens - Spartanburg, SC	2410 Reidville Road		327,710		323,427
43	McCulloch Center	1990 McCulloch Boulevard N		354,314		310,897
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard		331,811		326,540
45	Eckerd - Sumter, SC	375 Pinewood Road		279,091		270,702
46	CVS - Rockingham, NC	1208 East Broad Street		234,924		233,912
47	Harwood Commons Site	4701 North Harlem Avenue		249,987		249,987
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway		242,044		225,498
49	Shadybrook Square	6866-6891 Shady Brook Lane		258,316		238,791
50	Eckerd - Moore, OK	1320 Santa Fe Avenue		222,803		217,924
51	CVS - Rutherford College, NC	301 U.S. Highway 70		169,416		168,404
52	Brackenridge Skyway Plaza	21 Second Street Southwest		290,783		239,969
53	North Eton Plaza	151-221 North Eton Street		107,039		97,537
54	Wherehouse Music/Blockbuster Video	2107 South 700 East		211,824		195,497

[Continued from above table, first column(s) repeated]

Largest

Mortgage Loan

Tenant

Number

Property Name

Address

Largest Tenant Name

Sq. Ft.

Tucson Mall

4500 North Oracle Road

Dillard’s (ground lease)

187,742

Meridian Mall

1982 Grand River Avenue

JCPenney

104,280

Chelsea Market

75 Ninth Avenue

Oxygen Media

119,041

Park City Center

142 Park City Center

JCPenney

243,478

Four Seasons Hotel - Chicago

120 East Delaware Place

Parkdale Mall

6155 Eastex Freeway

Developers Diversified

63,404

Regency Square Mall

9501 Arlington Expressway

Belk

188,827

Rivertowne Commons

6235 Oxon Hill Road

Kmart

84,640

Arco Center

200 & 300 Oceangate

Earth Tech⁽²⁾

88,350

Chandler Festival

2660 West Chandler Boulevard

Linens ’n Things

35,000

The Ansonia

2109 Broadway

A&P (sub-Gristede’s)

30,149

WestLake Corporate Park

10801-10816 Executive Center Drive; 1701 Center View Drive

Southwestern Bell Wireless

27,467

Cendant Building⁽¹⁾

27261-27271 Las Ramblas

Cendant Corporation

93,916

FBI Headquarters-Richmond, VA

1970 East Parham Road

United States of America

96,607

Natural Resource Center-Boise, ID

1249 & 1387 South Vinnell Way

United States of America

131,453

Shiloh Square Shopping Center

3895 Cherokee Street

Kroger

58,498

Chino Spectrum Towne Center, Phase B

3801-4097 Grand Avenue

Cost Plus

17,744

Washington State Portfolio

Various

18.1

Black Lake I , II, and III

421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West

State of Washington Department of Licensing

92,053

18.2

DSHS Building-Bellingham

4101 Meridian Street

State of Washington Department of Social and Health Services

29,389

East Town Plaza

2021 - 2173 Zeier Road

Burlington Coat Factory

60,200

Pepper Cove Apartments

9300 SW 137th Avenue

St. Vincent’s Hospital-POB II & III

Various

21.1

St. Vincent POB III

833 St. Vincent’s Drive

Southview Medical Group, P.C.

44,080

21.2

St. Vincent POB II

2700 10th Avenue South

St. Vincent’s Orthopedics

5,777

Grand Plaza

14301-14459 North Dale Mabry Highway

Harrison Furniture (Thomasville)

13,600

23 Christopher Way

JH Cohn

26,960

Parkdale Crossing

4155 Dowlen Road

Barnes and Noble

24,500

Sherman Oaks Square

4454 Van Nuys Boulevard

AMC Theater

12,600

Nogales Plaza

251-492 Grand Avenue

Basha’s Supermarket

42,761

Park West at Gateway Centre

3825, 3845, 3984 Gateway Boulevard

Baxter Healthcare

37,594

Park Monroe Apartments

3300 16th Street NW

33rd & Killingsworth

5320 Northeast 33rd Avenue

New Seasons

29,650

Shoppes at Paradise Pointe

NEC of US Highway 98 & Perry Avenue

Publix

44,271

Eufaula Square Shopping Center

1009 South Eufaula Avenue

Winn Dixie Marketplace

44,000

Space Plus Self Storage

17231 Dona Michelle Drive

Walgreens - Livonia, MI

NEC of Middlebelt Road & Plymouth Road

Walgreens

13,650

Walnut Square

1500 - 1510 Walnut Street and 2110 - 2124 Vine Street

Peet’s Coffee & Tea

2,590

Walgreens - North Muskegon, MI

1771 Holton Road

Walgreens

14,560

Walgreens - Berkeley, CA

2801 Adeline Street

Walgreens

24,640

Walgreens - Longmont, CO

835 East 17th Avenue

Walgreens

14,490

Best Buy - Lubbock, TX

5916 West Loop 289

Best Buy

30,000

Walgreens - Newberg, OR

1840 E Portland Road

Walgreens

14,490

Walgreens - Leander, TX

905 Crystal Falls Parkway

Walgreens

14,560

Linens ’n Things - Milford, CT

1574 Boston Post Road

Linens ’n Things

34,660

Walgreens - Spartanburg, SC

2410 Reidville Road

Walgreens

14,560

McCulloch Center

1990 McCulloch Boulevard N

Windsor Square

35,354

Walgreens - Sacramento, CA

2900 Stockton Boulevard

Walgreens

15,120

Eckerd - Sumter, SC

375 Pinewood Road

Eckerd

12,728

CVS - Rockingham, NC

1208 East Broad Street

CVS

10,125

Harwood Commons Site

4701 North Harlem Avenue

American Real Estate Holdings

481,345

Cordova Towne Center Phase I

1140 N. Germantown Parkway

Hunan Palace

4,000

Shadybrook Square

6866-6891 Shady Brook Lane

99 Cent Store

2,773

Eckerd - Moore, OK

1320 Santa Fe Avenue

Eckerd

11,347

CVS - Rutherford College, NC

301 U.S. Highway 70

CVS

10,125

Brackenridge Skyway Plaza

21 Second Street Southwest

Mayo Found

17,990

North Eton Plaza

151-221 North Eton Street

Eton Street Market

3,250

Wherehouse Music/Blockbuster Video

2107 South 700 East

Wherehouse

9,640


			Largest
Mortgage Loan			Tenant			Largest Tenant
Number	Property Name	Address	% of NRA			Exp. Date

1	Tucson Mall	4500 North Oracle Road		14.39	%	17-Jul-2011
2	Meridian Mall	1982 Grand River Avenue		12.80	%	30-Nov-2004
3	Chelsea Market	75 Ninth Avenue		10.32	%	Multiple Spaces
4	Park City Center	142 Park City Center		17.80	%	31-Jul-2005
5	Four Seasons Hotel - Chicago	120 East Delaware Place
6	Parkdale Mall	6155 Eastex Freeway		10.79	%	30-Nov-2007
7	Regency Square Mall	9501 Arlington Expressway		20.13	%	28-Feb-2007
8	Rivertowne Commons	6235 Oxon Hill Road		21.85	%	31-Jan-2013
9	Arco Center	200 & 300 Oceangate		19.22	%	31-Dec-2013
10	Chandler Festival	2660 West Chandler Boulevard		9.60	%	31-Jan-2016
11	The Ansonia	2109 Broadway		25.47	%	30-Jun-2018
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive		7.14	%	31-Jan-2004
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas		71.62	%	31-Aug-2013
14	FBI Headquarters-Richmond, VA	1970 East Parham Road		100.00	%	15-Jan-2011
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way		100.00	%	21-Oct-2011
16	Shiloh Square Shopping Center	3895 Cherokee Street		41.87	%	31-Jan-2016
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue		22.82	%	30-Sep-2013
18	Washington State Portfolio	Various	Various			Various
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West		100.00	%	30-Sep-2013
18.2	DSHS Building-Bellingham	4101 Meridian Street		100.00	%	30-Jun-2013
19	East Town Plaza	2021 - 2173 Zeier Road		28.81	%	31-Jan-2022
20	Pepper Cove Apartments	9300 SW 137th Avenue
21	St. Vincent’s Hospital-POB II & III	Various	Various			Various
21.1	St. Vincent POB III	833 St. Vincent’s Drive		53.94	%	30-Apr-2010
21.2	St. Vincent POB II	2700 10th Avenue South		10.07	%	31-Dec-2009
22	Grand Plaza	14301-14459 North Dale Mabry Highway		12.88	%	31-Dec-2004
23	23 Christopher Way	23 Christopher Way		34.33	%	30-Nov-2013
24	Parkdale Crossing	4155 Dowlen Road		27.81	%	31-Oct-2012
25	Sherman Oaks Square	4454 Van Nuys Boulevard		19.62	%	31-Mar-2010
26	Nogales Plaza	251-492 Grand Avenue		30.74	%	19-Jan-2013
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard		28.25	%	30-Jun-2012
28	Park Monroe Apartments	3300 16th Street NW
29	33rd & Killingsworth	5320 Northeast 33rd Avenue		61.36	%	4-Dec-2021
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue		52.79	%	30-Jun-2021
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue		41.52	%	19-Nov-2017
32	Space Plus Self Storage	17231 Dona Michelle Drive
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road		100.00	%	31-Oct-2063
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street		10.56	%	28-Feb-2010
35	Walgreens - North Muskegon, MI	1771 Holton Road		100.00	%	31-Oct-2078
36	Walgreens - Berkeley, CA	2801 Adeline Street		100.00	%	31-Jul-2059
37	Walgreens - Longmont, CO	835 East 17th Avenue		100.00	%	30-Sep-2078
38	Best Buy - Lubbock, TX	5916 West Loop 289		100.00	%	31-Jan-2019
39	Walgreens - Newberg, OR	1840 E Portland Road		100.00	%	31-Jan-2063
40	Walgreens - Leander, TX	905 Crystal Falls Parkway		100.00	%	31-Oct-2078
41	Linens ’n Things - Milford, CT	1574 Boston Post Road		100.00	%	31-Jan-2009
42	Walgreens - Spartanburg, SC	2410 Reidville Road		100.00	%	31-Oct-2078
43	McCulloch Center	1990 McCulloch Boulevard N		70.71	%	31-Aug-2008
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard		100.00	%	1-Mar-2061
45	Eckerd - Sumter, SC	375 Pinewood Road		100.00	%	19-Jun-2021
46	CVS - Rockingham, NC	1208 East Broad Street		100.00	%	31-Jan-2025
47	Harwood Commons Site	4701 North Harlem Avenue		100.00	%	31-Jan-2014
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway		24.91	%	31-Aug-2004
49	Shadybrook Square	6866-6891 Shady Brook Lane		17.46	%	30-Sep-2007
50	Eckerd - Moore, OK	1320 Santa Fe Avenue		100.00	%	2-Aug-2020
51	CVS - Rutherford College, NC	301 U.S. Highway 70		100.00	%	1-Jan-2025
52	Brackenridge Skyway Plaza	21 Second Street Southwest		47.07	%	Multiple Spaces
53	North Eton Plaza	151-221 North Eton Street		31.07	%	31-Dec-2006
54	Wherehouse Music/Blockbuster Video	2107 South 700 East		65.14	%	31-Oct-2004

[Continued from above table, first column(s) repeated]


						2nd
						Largest
				2nd Largest		Tenant %
Mortgage Loan				Tenant Sq.		of NRA
Number	Property Name	Address	2nd Largest Tenant Name	Ft.		(%)

1	Tucson Mall	4500 North Oracle Road	Sears (ground lease)		183,022		14.03	%
2	Meridian Mall	1982 Grand River Avenue	Younkers (Saks, Inc.)		83,916		10.30	%
3	Chelsea Market	75 Ninth Avenue	Rose Brand Wipers		98,761		8.56	%
4	Park City Center	142 Park City Center	Bon-Ton		142,259		10.40	%
5	Four Seasons Hotel - Chicago	120 East Delaware Place
6	Parkdale Mall	6155 Eastex Freeway	Hollywood Theaters		43,936		7.48	%
7	Regency Square Mall	9501 Arlington Expressway	JCPenney		176,019		18.76	%
8	Rivertowne Commons	6235 Oxon Hill Road	Safeway		49,035		12.66	%
9	Arco Center	200 & 300 Oceangate	Molina Healthcare, Inc.		82,606		17.97	%
10	Chandler Festival	2660 West Chandler Boulevard	Nordstrom Rack		33,641		9.23	%
11	The Ansonia	2109 Broadway	Ansonia Parking Garage		21,306		18.00	%
12	WestLake Corporate Park	10801-10816 Executive Center Drive; 1701 Center View Drive	University of Arkansas		16,120		4.19	%
13	Cendant Building⁽¹⁾	27261-27271 Las Ramblas	Federal Deposit Insurance Corporation		5,491		4.19	%
14	FBI Headquarters-Richmond, VA	1970 East Parham Road
15	Natural Resource Center-Boise, ID	1249 & 1387 South Vinnell Way
16	Shiloh Square Shopping Center	3895 Cherokee Street	Dollar Tree		10,240		7.33	%
17	Chino Spectrum Towne Center, Phase B	3801-4097 Grand Avenue	Party City		12,000		15.43	%
18	Washington State Portfolio	Various
18.1	Black Lake I , II, and III	421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West
18.2	DSHS Building-Bellingham	4101 Meridian Street
19	East Town Plaza	2021 - 2173 Zeier Road	Marshalls		36,800		17.61	%
20	Pepper Cove Apartments	9300 SW 137th Avenue
21	St. Vincent’s Hospital-POB II & III	Various	Various	Various		Various
21.1	St. Vincent POB III	833 St. Vincent’s Drive	ENI Associates of Alabama P.C.		9,900		12.12	%
21.2	St. Vincent POB II	2700 10th Avenue South	Birmingham Internal Medicine		5,428		9.46	%
22	Grand Plaza	14301-14459 North Dale Mabry Highway	Hops of Carrollwood, Inc.		7,500		7.10	%
23	23 Christopher Way	23 Christopher Way	Engineering and Professional Services		25,013		31.85	%
24	Parkdale Crossing	4155 Dowlen Road	Office Depot		18,000		20.43	%
25	Sherman Oaks Square	4454 Van Nuys Boulevard	A & S Bookstore		3,842		5.98	%
26	Nogales Plaza	251-492 Grand Avenue	ICT Group		13,982		10.05	%
27	Park West at Gateway Centre	3825, 3845, 3984 Gateway Boulevard	Monogram International		30,000		22.54	%
28	Park Monroe Apartments	3300 16th Street NW
29	33rd & Killingsworth	5320 Northeast 33rd Avenue	Walgreens		14,490		29.99	%
30	Shoppes at Paradise Pointe	NEC of US Highway 98 & Perry Avenue	Blockbuster Video		4,800		5.72	%
31	Eufaula Square Shopping Center	1009 South Eufaula Avenue	Goody’s Family Clothing		23,200		21.89	%
32	Space Plus Self Storage	17231 Dona Michelle Drive
33	Walgreens - Livonia, MI	NEC of Middlebelt Road & Plymouth Road
34	Walnut Square	1500 - 1510 Walnut Street and 2110 - 2124 Vine Street	Chester’s Bayview Café		2,453		10.00	%
35	Walgreens - North Muskegon, MI	1771 Holton Road
36	Walgreens - Berkeley, CA	2801 Adeline Street
37	Walgreens - Longmont, CO	835 East 17th Avenue
38	Best Buy - Lubbock, TX	5916 West Loop 289
39	Walgreens - Newberg, OR	1840 E Portland Road
40	Walgreens - Leander, TX	905 Crystal Falls Parkway
41	Linens ’n Things - Milford, CT	1574 Boston Post Road
42	Walgreens - Spartanburg, SC	2410 Reidville Road
43	McCulloch Center	1990 McCulloch Boulevard N	Nationwide Homes, Inc.		4,893		9.79	%
44	Walgreens - Sacramento, CA	2900 Stockton Boulevard
45	Eckerd - Sumter, SC	375 Pinewood Road
46	CVS - Rockingham, NC	1208 East Broad Street
47	Harwood Commons Site	4701 North Harlem Avenue
48	Cordova Towne Center Phase I	1140 N. Germantown Parkway	Palm Beach Tan		3,682		22.93	%
49	Shadybrook Square	6866-6891 Shady Brook Lane	The Movie Store		2,275		14.33	%
50	Eckerd - Moore, OK	1320 Santa Fe Avenue
51	CVS - Rutherford College, NC	301 U.S. Highway 70
52	Brackenridge Skyway Plaza	21 Second Street Southwest	GSA		7,779		20.35	%
53	North Eton Plaza	151-221 North Eton Street	Oscar Does My Hair		1,650		15.77	%
54	Wherehouse Music/Blockbuster Video	2107 South 700 East	Blockbuster		5,158		34.86	%

[Continued from above table, first column(s) repeated]

Mortgage

Mortgage Loan

3rd Largest

Largest Affiliated Sponsor Flag

Loan

Number

Property Name

Address

Tenant Exp. Date

Lockbox

(> than 4% of Pool)

Number

Tucson Mall

4500 North Oracle Road

31-Oct-2005

Day 1

General Growth Properties, Inc.

Meridian Mall

1982 Grand River Avenue

31-Jan-2018

Day 1

CBL & Associates Properties, Inc.

Chelsea Market

75 Ninth Avenue

30-Jun-2015

Day 1

Jeff Ackemann

Park City Center

142 Park City Center

31-Jan-2017

Day 1

General Growth Properties, Inc.

Four Seasons Hotel - Chicago

120 East Delaware Place

Springing

JMB Realty

Parkdale Mall

6155 Eastex Freeway

31-Oct-2008

Day 1

CBL & Associates Properties, Inc.

Regency Square Mall

9501 Arlington Expressway

31-Mar-2019

Day 1

General Growth Properties, Inc.

Rivertowne Commons

6235 Oxon Hill Road

31-May-2007

Springing

Milton V. Peterson

Arco Center

200 & 300 Oceangate

31-Oct-2007

Day 1

Chandler Festival

2660 West Chandler Boulevard

31-Mar-2016

Day 1

The Ansonia

2109 Broadway

30-Jun-2008

Day 1

WestLake Corporate Park

10801-10816 Executive Center Drive; 1701 Center View Drive

31-Aug-2006

Springing

Cendant Building (1)

27261-27271 Las Ramblas

Springing

FBI Headquarters-Richmond, VA

1970 East Parham Road

Day 1

Natural Resource Center-Boise, ID

1249 & 1387 South Vinnell Way

Day 1

Shiloh Square Shopping Center

3895 Cherokee Street

31-Dec-2008

Springing

Chino Spectrum Towne Center, Phase B

3801-4097 Grand Avenue

31-Jan-2014

Springing

Washington State Portfolio

Various

Day 1

18.1

Black Lake I , II, and III

421 and 405 Black Lake Boulevard SW; and 2000 4th Avenue West

18.1

18.2

DSHS Building-Bellingham

4101 Meridian Street

18.2

East Town Plaza

2021 - 2173 Zeier Road

31-Jan-2018

Springing

Pepper Cove Apartments

9300 SW 137th Avenue

Springing

St. Vincent’s Hospital-POB II & III

Various

21.1

St. Vincent POB III

833 St. Vincent’s Drive

31-Oct-2004

21.1

21.2

St. Vincent POB II

2700 10th Avenue South

31-Dec-2004

21.2

Grand Plaza

14301-14459 North Dale Mabry Highway

31-Aug-2009

23 Christopher Way

30-Nov-2007

Parkdale Crossing

4155 Dowlen Road

30-Jun-2013

Day 1

CBL & Associates Properties, Inc.

Sherman Oaks Square

4454 Van Nuys Boulevard

30-Nov-2008

Springing

Nogales Plaza

251-492 Grand Avenue

31-Dec-2009

Springing

Park West at Gateway Centre

3825, 3845, 3984 Gateway Boulevard

Multiple Spaces

Springing

Park Monroe Apartments

3300 16th Street NW

33rd & Killingsworth

5320 Northeast 33rd Avenue

30-Nov-2004

Shoppes at Paradise Pointe

NEC of US Highway 98 & Perry Avenue

31-Jan-2008

Eufaula Square Shopping Center

1009 South Eufaula Avenue

14-Sep-2005

Space Plus Self Storage

17231 Dona Michelle Drive

Springing

Walgreens - Livonia, MI

NEC of Middlebelt Road & Plymouth Road

Walnut Square

1500 - 1510 Walnut Street and 2110 - 2124 Vine Street

31-Jul-2008

Walgreens - North Muskegon, MI

1771 Holton Road

Walgreens - Berkeley, CA

2801 Adeline Street

Walgreens - Longmont, CO

835 East 17th Avenue

Springing

Best Buy - Lubbock, TX

5916 West Loop 289

Springing

Walgreens - Newberg, OR

1840 E Portland Road

Day 1

Walgreens - Leander, TX

905 Crystal Falls Parkway

Springing

Linens ’n Things - Milford, CT

1574 Boston Post Road

Day 1

Walgreens - Spartanburg, SC

2410 Reidville Road

McCulloch Center

1990 McCulloch Boulevard N

31-Jul-2013

Walgreens - Sacramento, CA

2900 Stockton Boulevard

Eckerd - Sumter, SC

375 Pinewood Road

CVS - Rockingham, NC

1208 East Broad Street

Day 1

Harwood Commons Site

4701 North Harlem Avenue

Cordova Towne Center Phase I

1140 N. Germantown Parkway

31-Dec-2011

Shadybrook Square

6866-6891 Shady Brook Lane

31-Jan-2005

Eckerd - Moore, OK

1320 Santa Fe Avenue

CVS - Rutherford College, NC

301 U.S. Highway 70

Day 1

Brackenridge Skyway Plaza

21 Second Street Southwest

31-Aug-2008

North Eton Plaza

151-221 North Eton Street

31-Jul-2007

Wherehouse Music/Blockbuster Video

2107 South 700 East

[Continued from above table, first column(s) repeated]

Average Rent;

Mortgage Loan

Rent Ranges –

Rent Ranges - 1

Rent Ranges - 2

Rent Ranges - 3

Rent Ranges - 4+

Mortgage Loan

Number

Property Name

Property Address

Studio Units

BR Units

Number

Pepper Cove Apartments

9300 SW 137th Avenue

769;715-780

994;985-1020

Park Monroe Apartments

3300 16th Street NW

802;715-810

1110;1082-1130

[Continued from above table, first column(s) repeated]


					Initial Deposit to
Mortgage			Annual Deposit		Capital
Loan			to Replacement		Improvements		Initial TI/LC		Ongoing TI/LC
Number		Property Name	Reserves		Reserve		Escrow		Footnote

	1	Tucson Mall
	2	Meridian Mall
	3	Chelsea Market		173,063		205,500				(1	)
	4	Park City Center ⁽²⁾
	5	Four Seasons Hotel - Chicago ⁽²⁾
	6	Parkdale Mall
	7	Regency Square Mall ⁽²⁾
	8	Rivertowne Commons		77,468		1,330,000				(1	)
	9	Arco Center		84,264						(1	)
	10	Chandler Festival ⁽²⁾
	11	The Ansonia		21,600
	12	WestLake Corporate Park		129,918		9,375				(1	)
	13	Cendant Building		26,225						(1	)
	14	FBI Headquarters-Richmond, VA		19,381
	15	Natural Resource Center-Boise, ID		26,291
	16	Shiloh Square Shopping Center		16,286				100,000		(1	)
	17	Chino Spectrum Towne Center, Phase B		8,400
	18	Washington State Portfolio		24,288		107,558
	18.1	Black Lake I , II, and III
	18.2	DSHS Building-Bellingham
	19	East Town Plaza		39,696						(1	)
	20	Pepper Cove Apartments		48,672		8,563
	21	St. Vincent’s Hospital-POB II & III		27,814		44,575				(1	)
	21.1	St. Vincent POB III
	21.2	St. Vincent POB II				44,575
	22	Grand Plaza		15,838						(1	)
	23	23 Christopher Way		15,708						(1	)
	24	Parkdale Crossing
	25	Sherman Oaks Square
	26	Nogales Plaza		25,049		52,500		19,500		(1	)
	27	Park West at Gateway Centre						515,000		(1	)
	28	Park Monroe Apartments		24,764		17,688
	29	33rd & Killingsworth		7,249						(1	)
	30	Shoppes at Paradise Pointe
	31	Eufaula Square Shopping Center		15,896		10,000				(1	)
	32	Space Plus Self Storage		2,753
	33	Walgreens - Livonia, MI
	34	Walnut Square		4,908		36,375				(1	)
	35	Walgreens - North Muskegon, MI
	36	Walgreens - Berkeley, CA				8,125
	37	Walgreens - Longmont, CO
	38	Best Buy - Lubbock, TX
	39	Walgreens - Newberg, OR
	40	Walgreens - Leander, TX
	41	Linens’n Things - Milford, CT
	42	Walgreens - Spartanburg, SC		2,184
	43	McCulloch Center		9,000				50,000		(1	)
	44	Walgreens - Sacramento, CA
	45	Eckerd - Sumter, SC		1,909						(1	)
	46	CVS - Rockingham, NC		1,013
	47	Harwood Commons Site
	48	Cordova Towne Center Phase I		2,409				50,000		(1	)
	49	Shadybrook Square		2,388		95,525				(1	)
	50	Eckerd - Moore, OK		2,042						(1	)
	51	CVS - Rutherford College, NC		1,013
	52	Brackenridge Skyway Plaza
	53	North Eton Plaza				21,000
	54	Wherehouse Music/Blockbuster Video

(1)		In addition to any such escrows funded at loan closing for potential TI/LC, these Mortgage Loans require funds to be escrowed during some or all of the loan term for TI/LC expenses, which may be incurred during the loan term. In certain instances, escrowed funds may be released to the borrower upon satisfaction of certain leasing conditions.

(2)		Upon the satisfaction of certain tests, these Mortgage Loans have escrows which may spring into effect.

[Continued from above table, first column(s) repeated]

Mortgage

Loan

Number of Units

Unit of

Number

Property Name

(Units)

Measure

Largest Tenant

Tucson Mall

1,304,759

Sq. Ft

Dillard’s (ground lease)

Meridian Mall

814,677

Sq. Ft

JCPenney

Chelsea Market

1,153,752

Sq. Ft

Oxygen Media

Park City Center

1,367,529

Sq. Ft

JCPenney

Parkdale Mall

587,629

Sq. Ft

Developers Diversified

Regency Square Mall

938,031

Sq. Ft

Belk

Rivertowne Commons

387,339

Sq. Ft

Kmart

Arco Center

459,636

Sq. Ft

Earth Tech ⁽¹⁾

Chandler Festival

364,649

Sq. Ft

Linens’n Things

The Ansonia

118,382

Sq. Ft

A&P (sub-Gristede’s)

WestLake Corporate Park

384,436

Sq. Ft

Southwestern Bell Wireless

Cendant Building

131,123

Sq. Ft

Cendant Corporation

FBI Headquarters-Richmond, VA

96,607

Sq. Ft

United States of America

Natural Resource Center-Boise, ID

131,453

Sq. Ft

United States of America

Shiloh Square Shopping Center

139,720

Sq. Ft

Kroger

Chino Spectrum Towne Center, Phase B

77,762

Sq. Ft

Cost Plus

Washington State Portfolio

121,442

Sq. Ft

Various

18.1

Black Lake I , II, and III

92,053

Sq. Ft

State of Washington Department of Licensing

18.2

DSHS Building-Bellingham

29,389

Sq. Ft

State of Washington Department of Social and Health Services

East Town Plaza

208,959

Sq. Ft

Burlington Coat Factory

St. Vincent’s Hospital-POB II & III

139,070

Sq. Ft

Various

21.1

St. Vincent POB III

81,716

Sq. Ft

Southview Medical Group, P.C.

21.2

St. Vincent POB II

57,354

Sq. Ft

St. Vincent’s Orthopedics

Grand Plaza

105,585

Sq. Ft

Harrison Furniture (Thomasville)

23 Christopher Way

78,539

Sq. Ft

JH Cohn

Parkdale Crossing

88,109

Sq. Ft

Barnes and Noble

Sherman Oaks Square

64,216

Sq. Ft

AMC Theater

Nogales Plaza

139,124

Sq. Ft

Basha’s Supermarket

Park West at Gateway Centre

133,094

Sq. Ft

Baxter Healthcare

33rd & Killingsworth

48,324

Sq. Ft

New Seasons

Shoppes at Paradise Pointe

83,870

Sq. Ft

Publix

Eufaula Square Shopping Center

105,975

Sq. Ft

Winn Dixie Marketplace

Walgreens - Livonia, MI

13,650

Sq. Ft

Walgreens

Walnut Square

24,524

Sq. Ft

Peet’s Coffee & Tea

Walgreens - North Muskegon, MI

14,560

Sq. Ft

Walgreens

Walgreens - Berkeley, CA

24,640

Sq. Ft

Walgreen Co.

Walgreens - Longmont, CO

14,490

Sq. Ft

Walgreen’s

Best Buy - Lubbock, TX

30,000

Sq. Ft

Best Buy

Walgreens - Newberg, OR

14,490

Sq. Ft

Walgreens

Walgreens - Leander, TX

14,560

Sq. Ft

Walgreens

Linens’n Things - Milford, CT

34,660

Sq. Ft

Linens’n Things

Walgreens - Spartanburg, SC

14,560

Sq. Ft

Walgreens

McCulloch Center

49,997

Sq. Ft

Windsor Square

Walgreens - Sacramento, CA

15,120

Sq. Ft

Walgreens

Eckerd - Sumter, SC

12,728

Sq. Ft

Eckerd

CVS - Rockingham, NC

10,125

Sq. Ft

CVS

Harwood Commons Site

481,345

Sq. Ft

American Real Estate Holdings

Cordova Towne Center Phase I

16,058

Sq. Ft

Hunan Palace

Shadybrook Square

15,879

Sq. Ft

99 Cent Store

Eckerd - Moore, OK

11,347

Sq. Ft

Eckerd

CVS - Rutherford College, NC

10,125

Sq. Ft

CVS

Brackenridge Skyway Plaza

38,223

Sq. Ft

Mayo Found

North Eton Plaza

10,460

Sq. Ft

Eton Street Market

Wherehouse Music/Blockbuster Video

14,798

Sq. Ft

Wherehouse

(1) Earth Tech is expected to take occupancy of its space in mid-December 2003. Rent payments are expected to commence upon the tenant taking possession of the space.

(2) Spirits Wine Emporium is expected to take occupancy of its space in January 2004. Rent payments are expected to commence upon the tenant taking possession of the space.

[Continued from above table, first column(s) repeated]


Mortgage				3rd Largest			3rd Largest
Loan		2nd Largest		Tenant % of			Tenant Exp.	Mortgage Loan
Number	Property Name	Tenant Exp. Date	3rd Largest Tenant Name	NRA			Date	Number

1	Tucson Mall	20-Mar-2007	Robinson’s-May (ground lease)		10.66	%	31-Oct-2005		1
2	Meridian Mall	31-Jan-2021	Galyans Trading Company		9.88	%	31-Jan-2018		2
3	Chelsea Market	31-Jan-2008	AMB Property		6.59	%	30-Jun-2015		3
4	Park City Center	30-Sep-2005	Kohl’s		6.76	%	31-Jan-2017		4
6	Parkdale Mall	31-Dec-2012	Bealls		5.61	%	31-Oct-2008		6
7	Regency Square Mall	31-Mar-2007	AMC Regency 24 Theatres		8.75	%	31-Mar-2019		7
8	Rivertowne Commons	31-Oct-2012	American Multi-Cinema		10.04	%	31-May-2007		8
9	Arco Center	4-Dec-2012	Department of Industrial Relations		8.49	%	31-Oct-2007		9
10	Chandler Festival	30-Sep-2011	Ultimate Electronics		8.84	%	31-Mar-2016		10
11	The Ansonia	31-Jul-2008	American Musical & Drama Academy		17.02	%	30-Jun-2008		11
12	WestLake Corporate Park	30-Jun-2005	Midland Loan Services		3.95	%	31-Aug-2006		12
13	Cendant Building	31-Oct-2006							13
14	FBI Headquarters-Richmond, VA								14
15	Natural Resource Center-Boise, ID								15
16	Shiloh Square Shopping Center	28-Feb-2009	Spirits Wine Emporium⁽²⁾		4.01	%	31-Dec-2008		16
17	Chino Spectrum Towne Center, Phase B	31-Jan-2013	ULTA		12.86	%	31-Jan-2014		17
18	Washington State Portfolio								18
18.1	Black Lake I , II, and III								18.1
18.2	DSHS Building-Bellingham								18.2
19	East Town Plaza	31-Aug-2005	Borders Books & Music		13.25	%	31-Jan-2018		19
21	St. Vincent’s Hospital-POB II & III	Various	Various	Various			Various		21
21.1	St. Vincent POB III	31-Mar-2004	Neurosurgical Associates		6.73	%	31-Oct-2004		21.1
21.2	St. Vincent POB II	31-Aug-2008	Birmingham Ear, Nose & Throat		9.03	%	31-Dec-2004		21.2
22	Grand Plaza	30-Apr-2011	Kobe Japanese Steakhouse		6.14	%	31-Aug-2009		22
23	23 Christopher Way	1-Nov-2007	Qmed, Inc.		25.29	%	30-Nov-2007		23
24	Parkdale Crossing	31-Dec-2017	Petco		15.32	%	30-Jun-2013		24
25	Sherman Oaks Square	MTM	Genmai Sushi		5.17	%	30-Nov-2008		25
26	Nogales Plaza	31-Aug-2007	Family Dollar, Inc.		8.63	%	31-Dec-2009		26
27	Park West at Gateway Centre	31-Aug-2010	Stationary Power		17.37	%	Multiple Spaces		27
29	33rd & Killingsworth	30-Sep-2028	Beaumont Liquor		3.10	%	30-Nov-2004		29
30	Shoppes at Paradise Pointe	31-Jul-2006	Manhattan Pizzeria		2.97	%	31-Jan-2008		30
31	Eufaula Square Shopping Center	24-Mar-2009	BC Moores		14.70	%	14-Sep-2005		31
33	Walgreens - Livonia, MI								33
34	Walnut Square	31-Dec-2006	The Walk Shop		7.66	%	31-Jul-2008		34
35	Walgreens - North Muskegon, MI								35
36	Walgreens - Berkeley, CA								36
37	Walgreens - Longmont, CO								37
38	Best Buy - Lubbock, TX								38
39	Walgreens - Newberg, OR								39
40	Walgreens - Leander, TX								40
41	Linens’n Things - Milford, CT								41
42	Walgreens - Spartanburg, SC								42
43	McCulloch Center	31-Dec-2005	Jerry’s Restaurant		8.00	%	31-Jul-2013		43
44	Walgreens - Sacramento, CA								44
45	Eckerd - Sumter, SC								45
46	CVS - Rockingham, NC								46
47	Harwood Commons Site								47
48	Cordova Towne Center Phase I	30-Sep-2008	New Balance		22.27	%	31-Dec-2011		48
49	Shadybrook Square	30-Sep-2004	Taqueria Cholula		14.19	%	31-Jan-2005		49
50	Eckerd - Moore, OK								50
51	CVS - Rutherford College, NC								51
52	Brackenridge Skyway Plaza	MTM	AICA, Inc.		6.37	%	31-Aug-2008		52
53	North Eton Plaza	31-May-2012	N. Eton Cleaners		14.34	%	31-Jul-2007		53
54	Wherehouse Music/Blockbuster Video	30-Sep-2011							54

[Continued from above table, first column(s) repeated]


												Remaining
Mortgage							% of Aggregate			Original Term		Term to
Loan					Cut-Off Date		Cut-Off Date			to Maturity or		Maturity or		Remaining IO
Number		Property Name	City	State	Loan Balance ($)		Balance			ARD (Mos.)		ARD (Mos.)		Period (Mos.)

	Various	Hai Portfolio	Various	Various		35,887,500.00		3.68	%		72		72		24
	14	FBI Headquarters-Richmond, VA	Richmond	VA		18,000,000.00		1.85	%		72		72		24
	15	Natural Resource Center-Boise, ID	Boise	ID		17,887,500.00		1.84	%		72		72		24
	18	Washington State Portfolio	Various	WA		13,915,884.29		1.43	%		60		59
	18.1	Black Lake I , II, and III	Olympia	WA
	18.2	DSHS Building-Bellingham	Bellingham	WA
	21	St. Vincent’s Hospital-POB II & III	Birmingham	AL		11,408,329.84		1.17	%		120		117
	21.1	St. Vincent POB III	Birmingham	AL
	21.2	St. Vincent POB II	Birmingham	AL

[Continued from above table, first column(s) repeated]


								Cut-Off
								Date
								Loan
Original		LTV Ratio						Amount		UW Net
Amort Term		at Maturity			Number of		Unit of	Per (Unit)		Cash Flow		Mortgage
(Mos.)		or ARD			Units (Units)		Measure	($)		($)		Loan Number

	360		70.72	%		228,060.00	Sq. Ft.		157.36		3,652,613.20	Various
	360		70.72	%		96,607	Sq. Ft.		186.32		1,813,267.95		14
	360		70.72	%		131,453	Sq. Ft.		136.08		1,839,345.25		15
	360		67.12	%		121,442	Sq. Ft.		114.59		1,350,123.21		18
						92,053	Sq. Ft.				961,665.21		18.1
						29,389	Sq. Ft.				388,458.00		18.2
	360		63.45	%		139,070	Sq. Ft.		82.03		1,089,519.68		21
						81,716	Sq. Ft.				664,631.53		21.1
						57,354	Sq. Ft.				424,888.15		21.2

Wachovia Commercial Mortgage Securities, Inc. will periodically offer certificates in one or more series. Each series of certificates will represent the entire beneficial ownership interest in a trust fund. Distributions on the certificates of any series will be made only from the assets of the related trust fund.

Neither the certificates nor any assets in the related trust fund will be obligations of, or be guaranteed by, the depositor, any servicer or any of their respective affiliates. Neither the certificates nor any assets in the related trust fund will be guaranteed or insured by any governmental agency or instrumentality or by any person, unless otherwise provided in the prospectus supplement.


	•	multifamily and commercial mortgage loans, including participations therein;

	•	mortgage-backed securities evidencing interests in or secured by multifamily and commercial mortgage loans, including participations therein, and other mortgage-backed securities;

	•	direct obligations of the United States or other government agencies; or

	•	a combination of the assets described above.

Investing in the offered certificates involves risks. You should review the information appearing under the caption “Risk Factors” on page 11 and in the prospectus supplement before purchasing any offered certificate.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the offered certificates or determined that this prospectus or the accompanying prospectus supplement is accurate or complete. Any representation to the contrary is unlawful.

We provide information to you about the offered certificates in two separate documents that provide progressively more detail:


	•	this prospectus, which provides general information, some of which may not apply to your series of certificates; and

	•	the accompanying prospectus supplement, which describes the specific terms of your series of certificates.

If the description of your certificates in the accompanying prospectus supplement differs from the related description in this prospectus, you should rely on the information in that prospectus supplement.

This prospectus may not be used to consummate sales of the offered certificates of any series unless accompanied by the prospectus supplement for that series. This prospectus and the prospectus supplements also may be used by us, Wachovia Capital Markets, LLC, our affiliate, and any other of our affiliates when required under the federal securities laws in connection with offers and sales of offered certificates in furtherance of market-making activities in the offered certificates. Wachovia Capital Markets, LLC or any such other affiliate may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise.

Some capitalized terms used in this prospectus are defined under the caption “Index of Principal Definitions” beginning on page 116 in this prospectus.

In this prospectus, the terms “depositor”, “we”, “us” and “our” refer to Wachovia Commercial Mortgage Securities, Inc.

Until 90 days after the date of each prospectus supplement, all dealers effecting transactions in the offered certificates covered by that prospectus supplement, whether or not participating in the distribution thereof, may be required to deliver such prospectus supplement and this prospectus. This is in addition to the obligation of dealers to deliver a prospectus and prospectus supplement when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on any information or representations contained or incorporated by reference in this prospectus and the related prospectus supplement. This prospectus and any prospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any state or other jurisdiction in which such offer would be unlawful.

We have filed with the Securities and Exchange Commission a registration statement (of which this prospectus forms a part) under the Securities Act of 1933, as amended, with respect to the offered certificates. This prospectus and the prospectus supplement do not contain all of the information set forth in the registration statement. For further information, you should refer to the registration statement and the exhibits attached thereto. Copies of the Registration Statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, Washington, D.C. 20549, upon payment of the prescribed charges, or may be examined free of charge at the Securities and Exchange Commission’s offices, 450 Fifth Street, N.W., Washington, D.C. 20549 or at the regional offices of the Securities and Exchange Commission located at The Woolworth Building, 233 Broadway, New York, New York 10279 and 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604. The Securities and Exchange Commission also maintains a site on the World Wide Web at “http://www.sec.gov” at which you can view and download copies of reports, proxy and information statements and other information filed electronically through the Electronic Data Gathering, Analysis and Retrieval system.

We will file or cause to be filed with the Securities and Exchange Commission such periodic reports with respect to each trust fund as are required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

We are incorporating in this prospectus by reference all documents and reports filed by us with respect to a trust fund pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended. You may obtain, without charge, a copy of any or all documents or reports incorporated in this prospectus by reference, to the extent such documents or reports relate to an offered certificate. Exhibits to those documents will be provided to you only if such exhibits were specifically incorporated by reference in those documents. Requests to the depositor should be directed in writing to Wachovia Commercial Mortgage Securities, Inc., 301 South College Street, Charlotte, North Carolina 28288-0166, Attention: Secretary, or by telephone at 704-374-6161.

The following summary is a brief description of the main terms of the offered certificates. For this reason, the summary does not contain all the information that may be important to you. You will find a detailed description of the terms of the offered certificates following this summary and in the accompanying prospectus supplement.


		payments on certain mortgage loans will be the rental payments due under the related leases.

		A mortgage loan may have an interest rate that has any of the following features:

		• is fixed over its term;

		• adjusts from time to time;

		• is partially fixed and partially floating;

		• is floating based on one or more formulae or indices;

		• may be converted from a floating to a fixed interest rate;

		• may be converted from a fixed to a floating interest rate; or

		• interest is not paid currently but is accrued and added to the principal balance.

		A mortgage loan may provide for any of the following:

		• scheduled payments to maturity;

		• payments that adjust from time to time;

		• negative amortization or accelerated amortization;

		• full amortization or require a balloon payment due on its stated maturity date;

		• prohibitions on prepayment;

		• releases or substitutions of collateral, including defeasance thereof with direct obligations of the United States; and

		• payment of a premium or a yield maintenance penalty in connection with a principal prepayment.

		Unless otherwise described in the prospectus supplement for a series of certificates:

		• the mortgaged properties may be located in any one of the 50 states, the District of Columbia or the Commonwealth of Puerto Rico;

		• all mortgage loans will have original terms to maturity of not more than 40 years;

		• all mortgage loans will have individual principal balances at origination of not less than $100,000;

		• all mortgage loans will have been originated by persons other than the depositor; and

		• all mortgage assets will have been purchased, either directly or indirectly, by the depositor on or before the date of initial issuance of the related series of certificates.

		Any commercial mortgage-backed securities included in a trust fund will evidence ownership interests in or be secured by mortgage loans similar to those described above and other mortgage-backed securities. Some commercial mortgage-backed securities included in a trust fund may be guaranteed or insured by an affiliate of the depositor, Freddie Mac, Fannie Mae, Ginnie Mae, Farmer Mac or any other person specified in the prospectus supplement.


		supplement interest collections of the trust fund, or such other purpose as specified in the prospectus supplement.

		Amounts on deposit in any pre-funding account or any capitalized interest account will be held in cash or invested in short-term investment grade obligations. Amounts remaining on deposit in any pre-funding account and any capitalized interest account after the end of the related pre-funding period will be distributed to certificateholders as described in the prospectus supplement.

Description of Certificates		Each series of certificates will include one or more classes. Each series of certificates will represent in the aggregate the entire beneficial ownership interest in the related trust fund. The offered certificates are the classes of certificates being offered to you pursuant to the prospectus supplement. The non-offered certificates are the classes of certificates not being offered to you pursuant to the prospectus supplement. Information on the non-offered certificates is being provided solely to assist you in your understanding of the offered certificates.

Distributions on Certificates		The certificates may provide for different methods of distributions to specific classes. Any class of certificates may:

		• provide for the accrual of interest thereon based on fixed, variable or floating rates;

		• be senior or subordinate to one or more other classes of certificates with respect to interest or principal distribution and the allocation of losses on the assets of the trust fund;

		• be entitled to principal distributions, with disproportionately low, nominal or no interest distributions;

		• be entitled to interest distributions, with disproportionately low, nominal or no principal distributions;

		• provide for distributions of principal or accrued interest only after the occurrence of certain events, such as the retirement of one or more other classes of certificates;

		• provide for distributions of principal to be made at a rate that is faster or slower than the rate at which payments are received on the mortgage assets in the related trust fund;

		• provide for distributions of principal sequentially, based on specified payment schedules or other methodologies; and

		• provide for distributions based on a combination of any of the above features.

		Interest on each class of offered certificates of each series will accrue at the applicable pass-through rate on the outstanding certificate balance or notional amount. Distributions of interest with respect to one or more classes of certificates may be reduced to the extent of certain delinquencies, losses and other contingencies described in this prospectus and the prospectus supplement.

		The certificate balance of a certificate outstanding from time to time represents the maximum amount that the holder thereof is


		then entitled to receive in respect of principal from future cash flow on the assets in the related trust fund. Unless otherwise specified in the prospectus supplement, distributions of principal will be made on each distribution date to the class or classes of certificates entitled thereto until the certificate balance of such certificates is reduced to zero. Distributions of principal to any class of certificates will be made on a pro rata basis among all of the certificates of such class.

Advances		A servicer may be obligated as part of its servicing responsibilities to make certain advances with respect to delinquent scheduled payments and property related expenses which it deems recoverable. The trust fund may be charged interest for any advance. We will not have any responsibility to make such advances. One of our affiliates may have the responsibility to make such advances, but only if that affiliate is acting as a servicer or master servicer for the related series of certificates.

Termination		A series of certificates may be subject to optional early termination through the repurchase of the mortgage assets in the related trust fund.

Registration of Certificates		One or more classes of the offered certificates may be initially represented by one or more certificates registered in the name of Cede & Co. as the nominee of The Depository Trust Company. If your offered certificates are so registered, you will not be entitled to receive a definitive certificate representing your interest except in the event that physical certificates are issued under the limited circumstances described in this prospectus and the prospectus supplement.

Tax Status of the Certificates		The certificates of each series will constitute either:

		• “regular interests” or “ownership interests” in a trust fund treated as a “real estate mortgage investment conduit” under the Internal Revenue Code of 1986, as amended;

		• interests in a trust fund treated as a grantor trust under applicable provisions of the Internal Revenue Code of 1986, as amended;

		• “regular interests” or “residual interests” in a trust fund treated as a “financial assets securitization investment trust” under the Internal Revenue Code of 1986, as amended; or

		• any combination of any of the above features.

ERISA Considerations		If you are a fiduciary of an employee benefit plan or other retirement plan or arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, or any materially similar federal, state or local law, or any person who proposes to use “plan assets” of any of these plans to acquire any offered certificates, you should carefully review with your legal counsel whether the purchase or holding of any offered certificates could give rise to transactions not permitted under these laws. The prospectus supplement will specify if investment in some certificates may require a representation that


		the investor is not (or is not investing on behalf of) a plan or similar arrangement or if other restrictions apply.

Legal Investment		The prospectus supplement will specify whether the offered certificates will constitute “mortgage related securities” for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. If your investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities, then you may be subject to restrictions on investment in the offered certificates. You should consult your own legal advisors for assistance in determining the suitability of and consequences to you of the purchase, ownership and sale of the offered certificates. See “Legal Investment” herein.

Rating		At the date of issuance, as to each series, each class of offered certificates will not be rated lower than investment grade by one or more nationally recognized statistical rating agencies. A security rating is not a recommendation to buy, sell or hold securities and may be subject to qualification, revision or withdrawal at any time by the assigning rating organization.

You should consider the following risk factors, in addition to the risk factors in the prospectus supplement, in deciding whether to purchase any of the offered certificates. The risks and uncertainties described below, together with those described in the prospectus supplement under “Risk Factors”, summarize the material risks relating to your certificates.


		subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates. On any distribution date in which the related trust fund has incurred losses or shortfalls in collections on the mortgage assets, the subordinate certificates initially will bear the amount of such losses or shortfalls and, thereafter, the remaining classes of certificates will bear the remaining amount of such losses or shortfalls. The priority, manner and limitations on the allocation of losses and shortfalls will be specified in the prospectus supplement.

Prepayments and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield		Prepayments (including those caused by defaults on the mortgage loans and repurchases for breach of representation or warranty) on the mortgage loans in a trust fund generally will result in a faster rate of principal payments on one or more classes of the related certificates than if payments on such mortgage assets were made as scheduled. Thus, the prepayment experience on the mortgage assets may affect the average life of each class of related certificates. The rate of principal payments on mortgage loans varies between pools and from time to time is influenced by a variety of economic, demographic, geographic, social, tax, legal and other factors.

		We cannot provide any assurance as to the rate of prepayments on the mortgage loans in any trust fund or that such rate will conform to any model described in this prospectus or in any prospectus supplement. As a result, depending on the anticipated rate of prepayment for the mortgage loans in any trust fund, the retirement of any class of certificates could occur significantly earlier or later than you expected.

		The rate of voluntary prepayments will also be affected by:

		• the voluntary prepayment terms of the mortgage loan, including prepayment lock-out periods and prepayment premiums;

		• then-current interest rates being charged on similar mortgage loans; and

		• the availability of mortgage credit.

		A series of certificates may include one or more classes of certificates with entitlements to payments prior to other classes of certificates. As a result, yields on classes of


		certificates with a lower priority of payment, including classes of offered certificates, of such series may be more sensitive to prepayments on mortgage assets. A series of certificates may include one or more classes offered at a significant premium or discount. Yields on such classes of certificates will be sensitive, and in some cases extremely sensitive, to prepayments on mortgage assets and, where the amount of interest payable with respect to a class is disproportionately high, as compared to the amount of principal, a holder might, in some prepayment scenarios, fail to recoup its original investment.

		If a mortgage loan is in default, it may not be possible to collect a prepayment premium. No person will be required to pay any premium if a mortgage loan is repurchased for a breach of representation or warranty.

		The yield on your certificates may be less than anticipated because:

		• the prepayment premium or yield maintenance required under certain prepayment scenarios may not be enforceable in some states or under federal bankruptcy laws; and

		• some courts may consider the prepayment premium to be usurious.

Optional Early Termination of the Trust Fund May Result in an Adverse Impact on Your Yield or May Result in a Loss		A series of certificates may be subject to optional early termination by means of the repurchase of the mortgage assets in the related trust fund. We cannot assure you that the proceeds from a sale of the mortgage assets will be sufficient to distribute the outstanding certificate balance plus accrued interest and any undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly, the holders of such certificates may suffer an adverse impact on the overall yield on their certificates, may experience repayment of their investment at an unpredictable and inopportune time or may even incur a loss on their investment.

Ratings Do Not Guarantee Payment and Do Not Address Prepayment Risks		Any rating assigned by a rating agency to a class of offered certificates will reflect only its assessment of the likelihood that holders of certificates of such class will receive payments to which such certificateholders are


		entitled under the related pooling and servicing agreement. Ratings do not address:

		• the likelihood that principal prepayments (including those caused by defaults) on the related mortgage loans will be made;

		• the degree to which the rate of prepayments on the related mortgage loans might differ from that originally anticipated;

		• the likelihood of early optional termination of the related trust fund;

		• the possibility that prepayments on the related mortgage loans at a higher or lower rate than anticipated by an investor may cause such investor to experience a lower than anticipated yield; or

		• the possibility that an investor that purchases an offered certificate at a significant premium might fail to recoup its initial investment under certain prepayment scenarios.

		The amount, type and nature of credit support, if any, provided with respect to a series of certificates will be determined on the basis of criteria established by each rating agency rating classes of certificates of such series. Those criteria are sometimes based upon an actuarial analysis of the behavior of mortgage loans in a larger group. However, we cannot provide assurance that the historical data supporting any such actuarial analysis will accurately reflect future experience, or that the data derived from a large pool of mortgage loans will accurately predict the delinquency, foreclosure or loss experience of any particular pool of mortgage loans. In other cases, a rating agency may base their criteria upon determinations of the values of the mortgaged properties that provide security for the mortgage loans. However, we cannot provide assurance that those values will not decline in the future.

Unused Amounts in Pre-Funding Accounts May Be Returned to You as a Prepayment		The prospectus supplement will disclose when we are using a pre-funding account to purchase additional mortgage assets in connection with the issuance of certificates. Amounts on deposit in a pre-funding account that are not used to acquire additional mortgage assets by the end of the pre-funding period for a series of certificates may be distributed to holders of those certificates as a prepayment


		of principal, which may materially and adversely affect the yield on those certificates.

Additional Mortgage Assets Acquired in Connection with the Use of a Pre-Funding Account May Change the Aggregate Characteristics of a Trust Fund		Any additional mortgage assets acquired by a trust fund with funds in a pre-funding account may possess substantially different characteristics than the mortgage assets in the trust fund on the closing date for a series of certificates. Therefore, the aggregate characteristics of a trust fund following the pre-funding period may be substantially different than the characteristics of a trust fund on the closing date for that series of certificates.

Net Operating Income Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans		The value of a mortgage loan secured by a multifamily or commercial property is directly related to the net operating income derived from that property because the ability of a borrower to repay a loan secured by an income-producing property typically depends primarily upon the successful operation of that property rather than upon the existence of independent income or assets of the borrower. The reduction in the net operating income of the property may impair the borrower’s ability to repay the loan.

		Many of the mortgage loans included in a trust fund may be secured by liens on owner-occupied mortgaged properties or on mortgaged properties leased to a single tenant. Accordingly, a decline in the financial condition of the borrower or single tenant may have a disproportionately greater affect on the net operating income from such mortgaged properties than would be the case with respect to mortgaged properties with multiple tenants.

Future Value of a Mortgaged Property and its Net Operating Income and Cash Flow is Not Predictable		Commercial and multifamily property values and cash flows and net operating income from such mortgaged properties are volatile and may be insufficient to cover debt service on the related mortgage loan at any given


		time. Property value, cash flow and net operating income depend upon a number of factors, including:

		• changes in general or local economic conditions and/or specific industry segments;

		• declines in real estate values;

		• an oversupply of commercial or multifamily properties in the relevant market;

		• declines in rental or occupancy rates;

		• increases in interest rates, real estate tax rates and other operating expenses;

		• changes in governmental rules, regulations and fiscal policies, including environmental legislation;

		• perceptions by prospective tenants and, if applicable, their customers, of the safety, convenience, services and attractiveness of the property;

		• the age, construction quality and design of a particular property;

		• whether the mortgaged properties are readily convertible to alternative uses;

		• acts of God; and

		• other factors beyond our control or the control of a servicer.

Nonrecourse Loans Limit the Remedies Available Following a Mortgagor Default		The mortgage loans will not be an obligation of, or be insured or guaranteed by, any governmental entity, by any private mortgage insurer, or by the depositor, the originators, the master servicer, the special servicer, the trustee or any of their respective affiliates.

		Each mortgage loan included in a trust fund generally will be a nonrecourse loan. If there is a default (other than a default resulting from voluntary bankruptcy, fraud or wilful misconduct) there will generally only be recourse against the specific mortgaged properties and other assets that have been pledged to secure such mortgage loan. Even if a mortgage loan provides for recourse to a mortgagor or its affiliates, it is unlikely the trust fund ultimately could recover any amounts not covered by the mortgaged property.


		or changes in average age or income) and/or changes in consumer preference (for example, to discount retailers).

		Unlike other income producing properties, retail properties also face competition from sources outside a given real estate market, such as:

		• catalogue retailers;

		• home shopping networks;

		• the internet;

		• telemarketing; and

		• outlet centers.

		Continued growth of these alternative retail outlets (which are often characterized by lower operating costs) could adversely affect the rents collectible at the retail properties which secure mortgage loans in a trust fund.

Special Risks of Mortgage Loans Secured by Hospitality Properties		Mortgage loans secured by hospitality properties (e.g., a hotel or motel) may constitute a material concentration of the mortgage loans in a trust fund. Various factors affect the economic viability of a hospitality property, including:

		• location, quality and franchise affiliation (or lack thereof);

		• adverse economic conditions, either local, regional or national, which may limit the amount that a consumer is willing to pay for a room and may result in a reduction in occupancy levels;

		• the construction of competing hospitality properties, which may result in a reduction in occupancy levels;

		• the increased sensitivity of hospitality properties (relative to other commercial properties) to adverse economic conditions and competition, as hotel rooms generally are rented for short periods of time;

		• the financial strength and capabilities of the owner and operator of a hospitality property, which may have a substantial impact on the property’s quality of service and economic performance; and

		• the generally seasonal nature of the hospitality industry, which can be expected to cause periodic fluctuations in room and other revenues, occupancy levels, room rates and operating expenses.

		In addition, the successful operation of a hospitality property with a franchise affiliation may depend in part


		upon the strength of the franchisor, the public perception of the franchise service mark and the continued existence of any franchise license agreement. The transferability of a franchise license agreement may be restricted, and a lender or other person that acquires title to a hospitality property as a result of foreclosure may be unable to succeed to the borrower’s rights under the franchise license agreement. Moreover, the transferability of a hospitality property’s operating, liquor and other licenses upon a transfer of the hospitality property, whether through purchase or foreclosure, is subject to local law requirements and may not be transferable.

Special Risks of Mortgage Loans Secured by Office Buildings		Mortgage loans secured by office buildings may constitute a material concentration of the mortgage loans in a trust fund. Significant factors determining the value of office buildings include:

		• the quality of the tenants in the building;

		• the physical attributes of the building in relation to competing buildings; and

		• the strength and stability of the market area as a desirable business location.

		An economic decline in the business operated by the tenants may adversely affect an office building. That risk is increased if revenue is dependent on a single tenant or if there is a significant concentration of tenants in a particular business or industry.

		Office buildings are also subject to competition with other office properties in the same market. Competition is affected by a property’s:

		• age;

		• condition;

		• design (e.g., floor sizes and layout);

		• access to transportation; and

		• ability or inability to offer certain amenities to its tenants, including sophisticated building systems (such as fiber optic cables, satellite communications or other base building technological features).

		The success of an office building also depends on the local economy. A company’s decision to locate office headquarters in a given area, for example, may be affected by such factors as labor cost and quality, tax environment and


		quality of life issues such as schools and cultural amenities. A central business district may have an economy which is markedly different from that of a suburb. The local economy and the financial condition of the owner will impact on an office building’s ability to attract stable tenants on a consistent basis. In addition, the cost of refitting office space for a new tenant is often more costly than for other property types.

Special Risks of Mortgage Loans Secured by Warehouse and Self Storage Facilities		Mortgage loans secured by warehouse and storage facilities may constitute a material concentration of the mortgage loans in a trust fund. The storage facilities market contains low barriers to entry.

		Increased competition among self storage facilities may reduce income available to repay mortgage loans secured by a self storage facility. Furthermore, the inability of a borrower to police what is stored in a self storage facility due to privacy considerations may increase environmental risks.

Special Risks of Mortgage Loans Secured by Healthcare-Related Properties		The mortgaged properties may include health care-related facilities, including senior housing, assisted living facilities, skilled nursing facilities and acute care facilities.

		• Senior housing generally consists of facilities with respect to which the residents are ambulatory, handle their own affairs and typically are couples whose children have left the home and at which the accommodations are usually apartment style;

		• Assisted living facilities are typically single or double room occupancy, dormitory-style housing facilities which provide food service, cleaning and some personal care and with respect to which the tenants are able to medicate themselves but may require assistance with certain daily routines;

		• Skilled nursing facilities provide services to post trauma and frail residents with limited mobility who require extensive medical treatment; and

		• Acute care facilities generally consist of hospital and other facilities providing short-term, acute medical care services.

		Certain types of health care-related properties, particularly acute care facilities, skilled nursing facilities and some assisted living facilities, typically receive a substantial


		portion of their revenues from government reimbursement programs, primarily Medicaid and Medicare. Medicaid and Medicare are subject to statutory and regulatory changes, retroactive rate adjustments, administrative rulings, policy interpretations, delays by fiscal intermediaries and government funding restrictions. Moreover, governmental payors have employed cost-containment measures that limit payments to health care providers, and there exist various proposals for national health care reform that could further limit those payments. Accordingly, we cannot provide assurance that payments under government reimbursement programs will, in the future, be sufficient to fully reimburse the cost of caring for program beneficiaries. If those payments are insufficient, net operating income of health care-related facilities that receive revenues from those sources may decline, which consequently could have an adverse affect on the ability of the related borrowers to meet their obligations under any mortgage loans secured by health care-related facilities.

		Moreover, health care-related facilities are generally subject to federal and state laws that relate to the adequacy of medical care, distribution of pharmaceuticals, rate setting, equipment, personnel, operating policies and additions to facilities and services. In addition, facilities where such care or other medical services are provided are subject to periodic inspection by governmental authorities to determine compliance with various standards necessary to continued licensing under state law and continued participation in the Medicaid and Medicare reimbursement programs. Furthermore, under applicable federal and state laws and regulations, Medicare and Medicaid reimbursements are generally not permitted to be made to any person other than the provider who actually furnished the related medical goods and services. Accordingly, in the event of foreclosure, the trustee, the master servicer, the special servicer or a subsequent lessee or operator of any health care-related facility securing a defaulted mortgage loan generally would not be entitled to obtain from federal or state governments any outstanding reimbursement payments relating to services furnished at such property prior to foreclosure. Any of the aforementioned events may adversely affect the ability of the related borrowers to meet their mortgage loan obligations.

		Providers of assisted living services are also subject to state licensing requirements in certain states. The failure of an operator to maintain or renew any required license or regulatory approval could prevent it from continuing operations at a health care-related facility or, if applicable,


		bar it from participation in government reimbursement programs. In the event of foreclosure, we cannot provide assurance that the trustee or any other purchaser at a foreclosure sale would be entitled to the rights under the licenses, and the trustee or other purchaser may have to apply in its own right for the applicable license. We cannot provide assurance that the trustee or other purchaser could obtain the applicable license or that the related mortgaged property would be adaptable to other uses.

		Government regulation applying specifically to acute care facilities, skilled nursing facilities and certain types of assisted living facilities includes health planning legislation, enacted by most states, intended, at least in part, to regulate the supply of nursing beds. The most common method of control is the requirement that a state authority first make a determination of need, evidenced by its issuance of a certificate of need, before a long-term care provider can establish a new facility, add beds to an existing facility or, in some states, take certain other actions (for example, acquire major medical equipment, make major capital expenditures, add services, refinance long-term debt, or transfer ownership of a facility). States also regulate nursing bed supply in other ways. For example, some states have imposed moratoria on the licensing of new beds, or on the certification of new Medicaid beds, or have discouraged the construction of new nursing facilities by limiting Medicaid reimbursements allocable to the cost of new construction and equipment. In general, a certificate of need is site specific and operator specific; it cannot be transferred from one site to another, or to another operator, without the approval of the appropriate state agency. Accordingly, in the case of foreclosure upon a mortgage loan secured by a lien on a health care-related mortgaged property, the purchaser at foreclosure might be required to obtain a new certificate of need or an appropriate exemption. In addition, compliance by a purchaser with applicable regulations may in any case require the engagement of a new operator and the issuance of a new operating license. Upon a foreclosure, a state regulatory agency may be willing to expedite any necessary review and approval process to avoid interruption of care to a facility’s residents, but we cannot provide assurance that any state regulatory agency will do so or that the state regulatory agency will issue any necessary licenses or approvals.

		Federal and state government “fraud and abuse” laws also apply to health care-related facilities. “Fraud and abuse”


		laws generally prohibit payment or fee-splitting arrangements between health care providers that are designed to induce or encourage the referral of patients to, or the recommendation of, a particular provider for medical products or services. Violation of these restrictions can result in license revocation, civil and criminal penalties, and exclusion from participation in Medicare or Medicaid programs. The state law restrictions in this area vary considerably from state to state. Moreover, the federal anti- kickback law includes broad language that potentially could be applied to a wide range of referral arrangements, and regulations designed to create “safe harbors” under the law provide only limited guidance. Accordingly, we cannot provide assurance that such laws will be interpreted in a manner consistent with the practices of the owners or operators of the health care-related mortgaged properties that are subject to those laws.

		The operators of health care-related facilities are likely to compete on a local and regional basis with others that operate similar facilities, some of which competitors may be better capitalized, may offer services not offered by such operators, or may be owned by non-profit organizations or government agencies supported by endowments, charitable contributions, tax revenues and other sources not available to such operators. The successful operation of a health care-related facility will generally depend upon:

		• the number of competing facilities in the local market;

		• the facility’s age and appearance;

		• the reputation and management of the facility;

		• the types of services the facility provides; and

		• where applicable, the quality of care and the cost of that care.

		The inability of a health care-related mortgaged property to flourish in a competitive market may increase the likelihood of foreclosure on the related mortgage loan, possibly affecting the yield on one or more classes of the related series of offered certificates.

*Special Risks of Mortgage Loans Secured by Industrial and Mixed-Use Facilities*		Mortgage loans secured by industrial and mixed-use facilities may constitute a material concentration of the


		mortgage loans in a trust fund. Significant factors determining the value of industrial properties include:

		• the quality of tenants;

		• building design and adaptability; and

		• the location of the property.

		Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties are more frequently dependent on a single tenant. In addition, properties used for many industrial purposes are more prone to environmental concerns than other property types.

		Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are valuable to an industrial property include clear heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

		Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (e.g. a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties.

Poor Property Management Will Adversely Affect the Performance of the Related Mortgaged Property		Each mortgaged property securing a mortgage loan which has been sold into a trust fund is managed by a property manager (which generally is an affiliate of the borrower) or by the borrower itself. The successful operation of a real estate project is largely dependent on the performance and viability of the management of such project. The property manager is responsible for:

		• operating the property;

		• providing building services;

		• responding to changes in the local market; and

		• planning and implementing the rental structure, including establishing levels of rent payments and


		advising the borrowers so that maintenance and capital improvements can be carried out in a timely fashion.

		We cannot provide assurance regarding the performance of any operators, leasing agents and/or property managers or persons who may become operators and/or property managers upon the expiration or termination of management agreements or following any default or foreclosure under a mortgage loan. In addition, the property managers are usually operating companies and unlike limited purpose entities, may not be restricted from incurring debt and other liabilities in the ordinary course of business or otherwise. There can be no assurance that the property managers will at all times be in a financial condition to continue to fulfill their management responsibilities under the related management agreements throughout the terms of those agreements.

Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default		Some of the mortgage loans included in a trust fund may not be fully amortizing (or may not amortize at all) over their terms to maturity and, thus, will require substantial principal payments (that is, balloon payments) at their stated maturity. Mortgage loans of this type involve a greater degree of risk than self-amortizing loans because the ability of a borrower to make a balloon payment typically will depend upon either:

		• its ability to fully refinance the loan; or

		• its ability to sell the related mortgaged property at a price sufficient to permit the borrower to make the balloon payment.

		The ability of a borrower to accomplish either of these goals will be affected by a number of factors, including:

		• the value of the related mortgaged property;

		• the level of available mortgage interest rates at the time of sale or refinancing;

		• the borrower’s equity in the related mortgaged property;

		• the financial condition and operating history of the borrower and the related mortgaged property;

		• tax laws;

		• rent control laws (with respect to certain residential properties);


		of its initial rating analysis. None of the depositor, the master servicer or any of our or the master servicer’s affiliates will have any obligation to replace or supplement any credit enhancement, or to take any other action to maintain any rating of any series of certificates.

Mortgagors of Commercial Mortgage Loans are Sophisticated and May Take Actions Adverse to Your Interests		Mortgage loans made to partnerships, corporations or other entities may entail risks of loss from delinquency and foreclosure that are greater than those of mortgage loans made to individuals. The mortgagor’s sophistication and form of organization may increase the likelihood of protracted litigation or bankruptcy in default situations.

Some Actions Allowed by the Mortgage May Be Limited by Law		Mortgages securing mortgage loans included in a trust fund may contain a due-on-sale clause, which permits the lender to accelerate the maturity of the mortgage loan if the borrower sells, transfers or conveys the related mortgaged property or its interest in the mortgaged property. Mortgages securing mortgage loans included in a trust fund may also include a debt-acceleration clause, which permits the lender to accelerate the debt upon a monetary or non-monetary default of the borrower. Such clauses are not always enforceable. The courts of all states will enforce clauses providing for acceleration in the event of a material payment default. The equity courts of any state, however, may refuse the foreclosure of a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable.

Assignment of Leases and Rents to Provide Further Security for Mortgage Loans Poses Special Risks		The mortgage loans included in any trust fund typically will be secured by an assignment of leases and rents pursuant to which the borrower assigns to the lender its right, title and interest as landlord under the leases of the related mortgaged property, and the income derived therefrom, as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect rents. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment


		of a receiver before becoming entitled to collect the rents. In addition, bankruptcy or the commencement of similar proceedings by or in respect of the borrower may adversely affect the lender’s ability to collect the rents.

Inclusion in a Trust Fund of Delinquent Mortgage Loans May Adversely Affect the Rate of Defaults and Prepayments on the Mortgage Loans		If so provided in the prospectus supplement, the trust fund for a series of certificates may include mortgage loans that are delinquent as of the date they are deposited in the trust fund. A mortgage loan will be considered “delinquent” if it is 30 days or more past its most recently contractual scheduled payment date in payment of all amounts due according to its terms. In any event, at the time of its creation, the trust fund will not include delinquent loans which by principal amount are more than 20% of the aggregate principal amount of all mortgage loans in the trust fund. If so specified in the prospectus supplement, the servicing of such mortgage loans will be performed by a special servicer.

		Credit support provided with respect to a series of certificates may not cover all losses related to delinquent mortgage loans, and investors should consider the risk that the inclusion of such mortgage loans in the trust fund may adversely affect the rate of defaults and prepayments on the mortgage loans in the trust fund and the yield on the offered certificates of such series.

Environmental Liability May Affect the Lien on a Mortgaged Property and Expose the Lender to Costs		Under certain laws, contamination of real property may give rise to a lien on the property to assure the costs of cleanup. In several states, that lien has priority over an existing mortgage lien on a property. In addition, under the laws of some states and under the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, a lender may be liable, as an “owner” or “operator,” for costs of addressing releases or threatened releases of hazardous substances at a property, if agents or employees of the lender have become sufficiently involved in the operations of the borrower, regardless of whether or not the environmental damage or threat was caused by the borrower. A lender also risks such liability on foreclosure of the mortgage. In addition, liabilities imposed upon a borrower by CERCLA or other environmental laws may adversely affect a borrower’s ability to repay a loan. If a


		trust fund includes mortgage loans and the prospectus supplement does not otherwise specify, the related pooling and servicing agreement will contain provisions generally to the effect that the master servicer, acting on behalf of the trust fund, may not acquire title to a mortgaged property or assume control of its operation unless the master servicer, based upon a report prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so. These provisions are designed to reduce substantially the risk of liability for costs associated with remediation of hazardous substances, but we cannot provide assurance in a given case that those risks can be eliminated entirely. In addition, it is likely that any recourse against the person preparing the environmental report, and such person’s ability to satisfy a judgment, will be limited.

One Action Jurisdiction May Limit the Ability of the Special Servicer to Foreclose on a Mortgaged Property		Several states (including California) have laws that prohibit more than one “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action” broadly. The special servicer may need to obtain advice of counsel prior to enforcing any of the trust fund’s rights under any of the mortgage loans that include mortgaged properties where the rule could be applicable.

		In the case of a mortgage loan secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in states where judicial foreclosure is the only permitted method of foreclosure.

Rights Against Tenants May be Limited if Leases Are Not Subordinate to the Mortgage or Do Not Contain Attornment Provisions		Some of the tenant leases contain provisions that require the tenant to attorn to (that is, recognize as landlord under the lease) a successor owner of the property following foreclosure. Some of the leases may be either subordinate to the liens created by the mortgage loans or else contain a provision that requires the tenant to subordinate the lease if the mortgagee agrees to enter into a non-disturbance agreement.


		other improvements located on the mortgaged properties. We cannot provide assurance that all conditions requiring repair or replacement have been identified in such inspections.

Litigation Concerns		There may be legal proceedings pending and, from time to time, threatened against the mortgagors or their affiliates relating to the business, or arising out of the ordinary course of business, of the mortgagors and their affiliates. We cannot provide assurance that such litigation will not have a material adverse effect on the distributions to you on your certificates.

The primary assets of each trust fund will consist of mortgage assets which include (i) one or more multifamily and/or commercial mortgage loans and participations therein, (ii) CMBS, (iii) direct obligations of the United States or other government agencies, or (iv) a combination of the assets described in clauses (i), (ii) and (iii). Each trust fund will be established by the depositor. Each mortgage asset will be selected by the depositor for inclusion in a trust fund from among those purchased, either directly or indirectly, from a prior holder thereof, which may or may not be the originator of such mortgage loan or the issuer of such CMBS and may be an affiliate of the depositor. The mortgage assets will not be guaranteed or insured by the depositor or any of its affiliates or, unless otherwise provided in the prospectus supplement, by any governmental agency or instrumentality or by any other person. The discussion below under the heading “—Mortgage Loans—Leases,” unless otherwise noted, applies equally to mortgage loans underlying any CMBS included in a particular trust fund.

General. The mortgage loans will be evidenced by mortgage notes secured by mortgages or deeds of trust or similar security instruments that create first or junior liens on, or installment contracts for the sale of, mortgaged properties consisting of (i) multifamily properties, which are residential properties consisting of five or more rental or cooperatively owned dwelling units in high-rise, mid-rise or garden apartment buildings or other residential structures, or (ii) commercial properties, which include office buildings, retail stores, hotels or motels, nursing homes, hospitals or other health care-related facilities, mobile home parks, warehouse facilities, mini-warehouse facilities, self-storage facilities, industrial plants, mixed use or other types of income-producing properties or unimproved land. The multifamily properties may include mixed commercial and residential structures and may include apartment buildings owned by private cooperative housing corporations. If so specified in the prospectus supplement, each mortgage will create a first priority mortgage lien on a mortgaged property. A mortgage may create a lien on a borrower’s leasehold estate in a property; however, the term of any such leasehold will exceed the term of the mortgage note by at least ten years. Each mortgage loan will have been originated by a person other than the depositor.

If so specified in the prospectus supplement, mortgage assets for a series of certificates may include mortgage loans made on the security of real estate projects under construction. In that case, the prospectus supplement will describe the procedures and timing for making disbursements from construction reserve funds as portions of the related real estate project are completed. In addition, mortgage assets may include mortgage loans that are delinquent as of the date of issuance of a series of certificates. In that case, the prospectus supplement will set forth, as to each such mortgage loan, available information as to the period of such delinquency, any forbearance arrangement then in effect, the condition of the related mortgaged property and the ability of the mortgaged property to generate income to service the mortgage debt.

Leases. To the extent specified in the prospectus supplement, the commercial properties may be leased to lessees that occupy all or a portion of such properties. Pursuant to a lease assignment, the borrower may assign its right, title and interest as lessor under each lease and the income derived therefrom to the mortgagee, while retaining a license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the mortgagee or its agent is entitled to collect the rents from the lessee for application to the monetary obligations of the borrower. State law may limit or restrict the enforcement of the lease assignments by a mortgagee until it takes possession of the mortgaged property and/or a receiver is appointed. See “Certain Legal Aspects of the Mortgage Loans and Leases—Leases and Rents.” Alternatively, to the extent specified in the prospectus supplement, the borrower and the mortgagee may agree that payments under leases are to be made directly to a servicer.

To the extent described in the prospectus supplement, the leases, which may include “bond-type” or “credit-type” leases, may require the lessees to pay rent that is sufficient in the aggregate to cover all scheduled payments of principal and interest on the mortgage loans and, in certain cases, their pro rata

share of the operating expenses, insurance premiums and real estate taxes associated with the mortgaged properties. A “bond-type” lease is a lease between a lessor and a lessee for a specified period of time with specified rent payments that are at least sufficient to repay the related note(s). A bond-type lease requires the lessee to perform and pay for all obligations related to the leased premises and provides that, no matter what occurs with regard to the leased premises, the lessee is obligated to continue to pay its rent. A “credit-type” lease is a lease between a lessor and a lessee for a specified period of time with specified rent payments at least sufficient to repay the related note(s). A credit-type lease requires the lessee to perform and pay for most of the obligations related to the leased premises, excluding only a few landlord duties which remain the responsibility of the borrower/ lessor. Leases (other than bond-type leases) may require the borrower to bear costs associated with structural repairs and/or the maintenance of the exterior or other portions of the mortgaged property or provide for certain limits on the aggregate amount of operating expenses, insurance premiums, taxes and other expenses that the lessees are required to pay.

If so specified in the prospectus supplement, under certain circumstances the lessees may be permitted to set off their rental obligations against the obligations of the borrowers under the leases. In those cases where payments under the leases (net of any operating expenses payable by the borrowers) are insufficient to pay all of the scheduled principal and interest on the mortgage loans, the borrowers must rely on other income or sources generated by the mortgaged property to make payments on the mortgage loan. To the extent specified in the prospectus supplement, some commercial properties may be leased entirely to one lessee. This is generally the case in bond-type leases and credit-type leases. In such cases, absent the availability of other funds, the borrower must rely entirely on rent paid by such lessee in order for the borrower to pay all of the scheduled principal and interest on the related commercial loan. To the extent specified in the prospectus supplement, some leases (not including bond-type leases) may expire prior to the stated maturity of the mortgage loan. In such cases, upon expiration of the leases the borrowers will have to look to alternative sources of income, including rent payment by any new lessees or proceeds from the sale or refinancing of the mortgaged property, to cover the payments of principal and interest due on the mortgage loans unless the lease is renewed. As specified in the prospectus supplement, some leases may provide that upon the occurrence of a casualty affecting a mortgaged property, the lessee will have the right to terminate its lease, unless the borrower, as lessor, is able to cause the mortgaged property to be restored within a specified period of time. Some leases may provide that it is the lessor’s responsibility to restore the mortgaged property to its original condition after a casualty. Some leases may provide that it is the lessee’s responsibility to restore the mortgaged property to its original condition after a casualty. Some leases may provide a right of termination to the lessee if a taking of a material or specified percentage of the leased space in the mortgage property occurs, or if the ingress or egress to the leased space has been materially impaired.

Default and Loss Considerations with Respect to the Mortgage Loans. Mortgage loans secured by liens on income-producing properties are substantially different from loans which are secured by owner-occupied single-family homes. The repayment of a loan secured by a lien on an income producing property is typically dependent upon the successful operation of such property (that is, its ability to generate income). Moreover, some or all of the mortgage loans included in a trust fund may be non-recourse loans, which means that, absent special facts, recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that the borrower pledged to secure repayment of the mortgage loan.

Lenders typically look to the Debt Service Coverage Ratio of a loan secured by income-producing property as an important measure of the risk of default on such a loan. As more fully set forth in the prospectus supplement, the Debt Service Coverage Ratio of a mortgage loan at any given time is the ratio of (i) the Net Operating Income of the mortgaged property for a twelve-month period to (ii) the annualized scheduled payments on the mortgage loan and on any other loan that is secured by a lien on the mortgaged property prior to the lien of the mortgage. As more fully set forth in the prospectus supplement, Net Operating Income means, for any given period, the total operating revenues derived from a mortgaged property, minus the total operating expenses incurred in respect of the mortgaged property other than (i) non-cash items such as depreciation and amortization, (ii) capital expenditures and

(iii) debt service on loans (including the mortgage loan) secured by liens on the mortgaged property. The Net Operating Income of a mortgaged property will fluctuate over time and may not be sufficient to cover debt service on the mortgage loan at any given time. An insufficiency of Net Operating Income can be compounded or solely caused by an adjustable rate mortgage loan. As the primary source of the operating revenues of a non-owner occupied income-producing property, the condition of the applicable real estate market and/or area economy may effect rental income (and maintenance payments from tenant-stockholders of a private cooperative housing corporation). In addition, properties typically leased, occupied or used on a short-term basis, such as certain health care-related facilities, hotels and motels, and mini warehouse and self-storage facilities, tend to be affected more rapidly by changes in market or business conditions than do properties typically leased, occupied or used for longer periods, such as warehouses, retail stores, office buildings and industrial plants. Commercial loans may be secured by owner-occupied mortgaged properties or mortgaged properties leased to a single tenant. Accordingly, a decline in the financial condition of the mortgagor or single tenant, as applicable, may have a disproportionately greater effect on the Net Operating Income from such mortgaged properties than the case of mortgaged properties with multiple tenants.

The Debt Service Coverage Ratio should not be relied upon as the sole measure of the risk of default of any loan, however, since other factors may outweigh a high Debt Service Coverage Ratio. With respect to a balloon mortgage loan, for example, the risk of default as a result of the unavailability of a source of funds to finance the related balloon payment at maturity on terms comparable to or better than those of the balloon mortgage loans could be significant even though the related Debt Service Coverage Ratio is high.

Increases in operating expenses due to the general economic climate or economic conditions in a locality or industry segment, such as increases in interest rates, real estate tax rates, energy costs, labor costs and other operating expenses, and/or changes in governmental rules, regulations and fiscal policies may also affect the risk of default on a mortgage loan. As may be further described in the prospectus supplement, in some cases leases of mortgaged properties may provide that the lessee, rather than the borrower/ landlord, is responsible for payment of operating expenses. However, the existence of such “net of expense” provisions will result in stable Net Operating Income to the borrower/landlord only to the extent that the lessee is able to absorb operating expense increases while continuing to make rent payments. See “—Leases” above.

While the duration of leases and the existence of any “net of expense” provisions are often viewed as the primary considerations in evaluating the credit risk of mortgage loans secured by certain income-producing properties, such risk may be affected equally or to a greater extent by changes in government regulation of the operator of the property. Examples of the latter include mortgage loans secured by health care-related facilities, the income from which and the operating expenses of which are subject to state and/or federal regulations, such as Medicare and Medicaid, and multifamily properties and mobile home parks, which may be subject to state or local rent control regulation and, in certain cases, restrictions on changes in use of the property. Low- and moderate-income housing in particular may be subject to legal limitations and regulations but, because of such regulations, may also be less sensitive to fluctuations in market rents generally.

Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a measure of risk of loss if a property must be liquidated following a default. The lower the Loan-to-Value Ratio, the greater the percentage of the borrower’s equity in a mortgaged property, and thus the greater the cushion provided to the lender against loss on liquidation following a default.

Loan-to-Value Ratios will not necessarily constitute an accurate measure of the risk of liquidation loss in a pool of mortgage loans. For example, the value of a mortgaged property as of the date of initial issuance of the related series of certificates may be less than the fair market value of the mortgaged property determined in an appraisal determined at loan origination, and will likely continue to fluctuate from time to time based upon changes in economic conditions and the real estate market. Moreover, even when current, an appraisal is not necessarily a reliable estimate of value. Appraised values of income-

producing properties are generally based on the market comparison method (recent resale value of comparable properties at the date of the appraisal), the cost replacement method (the cost of replacing the property at such date), the income capitalization method (a projection of value based upon the property’s projected net cash flow), or upon a selection from or interpolation of the values derived from such methods. Each of these appraisal methods can present analytical difficulties. It is often difficult to find truly comparable properties that have recently been sold; the replacement cost of a property may have little to do with its current market value; and income capitalization is inherently based on inexact projections of income and expense and the selection of an appropriate capitalization rate. Where more than one of these appraisal methods are used and provide significantly different results, an accurate determination of value and, correspondingly, a reliable analysis of default and loss risks, is even more difficult.

While the depositor believes that the foregoing considerations are important factors that generally distinguish loans secured by liens on income-producing real estate from single-family mortgage loans, there is no assurance that all of such factors will in fact have been prudently considered by the originators of the mortgage loans, or that, for a particular mortgage loan, they are complete or relevant. See “Risk Factors—Net Operating Income Produced by a Mortgaged Property May Be Inadequate to Repay the Mortgage Loans” and “—Balloon Payments on Mortgage Loans Result in Heightened Risk of Borrower Default.”

Payment Provisions of the Mortgage Loans. Unless otherwise specified in the prospectus supplement, all of the mortgage loans will have original terms to maturity of not more than 40 years and will provide for scheduled payments of principal, interest or both, to be made on specified dates that occur monthly or quarterly or at such other interval as is specified in the prospectus supplement. A mortgage loan (i) may provide for no accrual of interest or for accrual of interest thereon at an interest rate that is fixed over its term or that adjusts from time to time, or that may be converted at the borrower’s election from an adjustable to a fixed interest rate, or from a fixed to an adjustable interest rate, (ii) may provide for the formula, index or other method by which the interest rate will be calculated, (iii) may provide for level payments to maturity or for payments that adjust from time to time to accommodate changes in the interest rate or to reflect the occurrence of certain events, and may permit negative amortization or accelerated amortization, (iv) may be fully amortizing over its term to maturity, or may provide for little or no amortization over its term and thus require a balloon payment on its stated maturity date, and (v) may contain a prohibition on prepayment for a specified lockout period or require payment of a prepayment premium or a yield maintenance penalty in connection with a prepayment, in each case as described in the prospectus supplement. A mortgage loan may also contain an equity participation provision that entitles the lender to a share of profits realized from the operation or disposition of the mortgaged property, as described in the prospectus supplement. If holders of any series or class of offered certificates will be entitled to all or a portion of a prepayment premium or an equity participation, the prospectus supplement will describe the prepayment premium and/or equity participation and the method or methods by which any such amounts will be allocated to holders.

Mortgage Loan Information in Prospectus Supplements. Each prospectus supplement will contain certain information pertaining to the mortgage loans in the related trust fund which will generally include the following: (i) the aggregate outstanding principal balance and the largest, smallest and average outstanding principal balance of the mortgage loans as of the applicable Cut-Off Date, (ii) the type or types of property that provide security for repayment of the mortgage loans, (iii) the original and remaining terms to maturity of the mortgage loans and the seasoning of the mortgage loans, (iv) the earliest and latest origination date and maturity date and weighted average original and remaining terms to maturity (or for ARD loans, the anticipated repayment date) of the mortgage loans, (v) the original Loan-to-Value Ratios of the mortgage loans, (vi) the mortgage interest rates or range of mortgage interest rates and the weighted average mortgage interest rate carried by the mortgage loans, (vii) the geographic distribution of the mortgaged properties on a state-by-state basis, (viii) information with respect to the prepayment provisions, if any, of the mortgage loans, (ix) with respect to adjustable rate mortgage loans, the index or indices upon which such adjustments are based, the adjustment dates, the range of gross

margins and the weighted average gross margin, and any limits on mortgage interest rate adjustments at the time of any adjustment and over the life of the adjustable rate mortgage loans, (x) Debt Service Coverage Ratios either at origination or as of a more recent date (or both) and (xi) information regarding the payment characteristics of the mortgage loans, including without limitation balloon payment and other amortization provisions. In appropriate cases, the prospectus supplement will also contain certain information available to the depositor that pertains to the provisions of leases and the nature of tenants of the mortgaged properties. If specific information regarding the mortgage loans is not known to the depositor at the time the certificates are initially offered, the depositor will provide more general information of the nature described above in the prospectus supplement, and the depositor will set forth specific information of the nature described above in a report which will be available to purchasers of the related certificates at or before the initial issuance thereof and will be filed as part of a Current Report on Form 8-K with the Securities and Exchange Commission within 15 days following such issuance.

CMBS may include (i) private (that is, not guaranteed or insured by the United States or any agency or instrumentality thereof) mortgage participations, mortgage pass-through certificates or other mortgage-backed securities such as mortgage-backed securities that are similar to a series of certificates or (ii) certificates insured or guaranteed by Freddie Mac, Fannie Mae, Ginnie Mae or Farmer Mac, provided that each CMBS will evidence an interest in, or will be secured by a pledge of, mortgage loans that conform to the descriptions of the mortgage loans contained in this prospectus.

The CMBS may have been issued in one or more classes with characteristics similar to the classes of certificates described in this prospectus. Distributions in respect of the CMBS will be made by the CMBS servicer or the CMBS trustee on the dates specified in the prospectus supplement. The CMBS issuer or the CMBS servicer or another person specified in the prospectus supplement may have the right or obligation to repurchase or substitute assets underlying the CMBS after a certain date or under other circumstances specified in the prospectus supplement.

Reserve funds, subordination or other credit support similar to that described for the certificates under “Description of Credit Support” may have been provided with respect to the CMBS. The type, characteristics and amount of such credit support, if any, will be a function of the characteristics of the underlying mortgage loans and other factors and generally will have been established on the basis of the requirements of any rating agency that may have assigned a rating to the CMBS, or by the initial purchasers of the CMBS.

The prospectus supplement for certificates that evidence interests in CMBS will specify, to the extent available and deemed material, (i) the aggregate approximate initial and outstanding principal amount and type of the CMBS to be included in the trust fund, (ii) the original and remaining term to stated maturity of the CMBS, if applicable, (iii) the pass-through or bond rate of the CMBS or the formula for determining such rates, (iv) the payment characteristics of the CMBS, (v) the CMBS issuer, CMBS servicer and CMBS trustee, (vi) a description of the credit support, if any, (vii) the circumstances under which the related underlying mortgage loans, or the CMBS themselves, may be purchased prior to their maturity, (viii) the terms on which mortgage loans may be substituted for those originally underlying the CMBS, (ix) the servicing fees payable under the CMBS agreement, (x) the type of information in respect of the underlying mortgage loans described under “—Mortgage Loans—Leases—Mortgage Loan Information in Prospectus Supplements” and (xi) the characteristics of any cash flow agreements that relate to the CMBS.

To the extent required under the securities laws, CMBS included among the assets of a trust fund will (i) either have been registered under the Securities Act of 1933, as amended, or be eligible for resale under Rule 144(k) under the Securities Act of 1933, as amended, and (ii) have been acquired in a bona fide secondary market transaction and not from the issuer or an affiliate.

Each trust fund will include one or more certificate accounts established and maintained on behalf of the certificateholders into which the person or persons designated in the prospectus supplement will, to the extent described in this prospectus and in the prospectus supplement, deposit all payments and collections received or advanced with respect to the mortgage assets and other assets in the trust fund. A certificate account may be maintained as an interest bearing or a non-interest bearing account, and funds held therein may be held as cash or invested in certain short-term, investment grade obligations, in each case as described in the prospectus supplement.

If so provided in the prospectus supplement, partial or full protection against certain defaults and losses on the mortgage assets in the trust fund may be provided to one or more classes of certificates in the form of subordination of one or more other classes of certificates or by one or more other types of credit support, such as over collateralization, a letter of credit, insurance policy, guarantee or reserve fund, or by a combination thereof. The amount and types of credit support, the identity of the entity providing it (if applicable) and related information with respect to each type of credit support, if any, will be set forth in the prospectus supplement for the certificates of each series. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe in the same fashion any similar forms of credit support that are provided by or with respect to, or are included as part of the trust fund evidenced by or providing security for, such CMBS to the extent information is available and deemed material. The type, characteristic and amount of credit support will be determined based on the characteristics of the mortgage assets and other factors and will be established, in part, on the basis of requirements of each rating agency rating a series of certificates. If so specified in the prospectus supplement, any credit support may apply only in the event of certain types of losses or delinquencies and the protection against losses or delinquencies provided by such credit support will be limited. See “Risk Factors—Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates” and “Description of Credit Support.”

If so provided in the prospectus supplement, the trust fund may include guaranteed investment contracts pursuant to which moneys held in the funds and accounts established for the related series will be invested at a specified rate. The trust fund may also include interest rate exchange agreements, interest rate cap or floor agreements, currency exchange agreements or similar agreements designed to reduce the effects of interest rate or currency exchange rate fluctuations on the mortgage assets or on one or more classes of certificates. The principal terms of any guaranteed investment contract or other agreement, and the identity of the obligor under any guaranteed investment contract or other agreement, will be described in the prospectus supplement.

If so provided in the prospectus supplement, a trust fund may include amounts on deposit in a separate pre-funding account that may be used by the trust fund to acquire additional mortgage assets. Amounts in a pre-funding account will not exceed 25% of the pool balance of the trust fund as of the Cut-Off Date. Additional mortgage assets will be selected using criteria that are substantially similar to the criteria used to select the mortgage assets included in the trust fund on the closing date. The trust fund may acquire such additional mortgage assets for a period of time of not more than 120 days after the closing date for the related series of certificates. Amounts on deposit in the pre-funding account after the end of the pre-funding period will be distributed to certificateholders or such other person as set forth in the prospectus supplement.

In addition, a trust fund may include a separate capitalized interest account. Amounts on deposit in the capitalized interest account may be used to supplement investment earnings, if any, of amounts on

The yield on any offered certificate will depend on the price paid by the certificateholder, the pass-through rate of the certificate and the amount and timing of distributions on the certificate. See “Risk Factors—Prepayments and Repurchases of the Mortgage Assets Will Affect the Timing of Your Cash Flow and May Affect Your Yield.” The following discussion contemplates a trust fund that consists solely of mortgage loans. While you generally can expect the characteristics and behavior of mortgage loans underlying CMBS to have the same effect on the yield to maturity and/or weighted average life of a class of certificates as will the characteristics and behavior of comparable mortgage loans, the effect may differ due to the payment characteristics of the CMBS. If a trust fund includes CMBS, the prospectus supplement will discuss the effect that the CMBS payment characteristics may have on the yield to maturity and weighted average lives of the offered certificates.

The certificates of any class within a series may have a fixed, variable or adjustable pass-through rate, which may or may not be based upon the interest rates borne by the mortgage loans in the related trust fund. The prospectus supplement will specify the pass-through rate for each class of certificates or, in the case of a class of offered certificates with a variable or adjustable pass-through rate, the method of determining the pass-through rate; the effect, if any, of the prepayment of any mortgage loan on the pass-through rate of one or more classes of offered certificates; and whether the distributions of interest on the offered certificates of any class will be dependent, in whole or in part, on the performance of any obligor under a cash flow agreement.

A period of time will elapse between the date upon which payments on the mortgage loans in the related trust fund are due and the distribution date on which such payments are passed through to certificateholders. That delay will effectively reduce the yield that would otherwise be produced if payments on such mortgage loans were distributed to certificateholders on or near the date they were due.

When a borrower makes a principal prepayment on a mortgage loan in full or in part, the borrower is generally charged interest only for the period from the date on which the preceding scheduled payment was due up to the date of such prepayment, instead of for the full accrual period, that is, the period from the due date of the preceding scheduled payment up to the due date for the next scheduled payment. However, interest accrued on any series of certificates and distributable thereon on any distribution date will generally correspond to interest accrued on the principal balance of mortgage loans for their respective full accrual periods. Consequently, if a prepayment on any mortgage loan is distributable to certificateholders on a particular distribution date, but such prepayment is not accompanied by interest thereon for the full accrual period, the interest charged to the borrower (net of servicing and administrative fees) may be less than the corresponding amount of interest accrued and otherwise payable on the certificates of the related series. If and to the extent that any prepayment interest shortfall is allocated to a class of offered certificates, the yield on the offered certificates will be adversely affected.

A certificate’s yield to maturity will be affected by the rate of principal payments on the mortgage loans in the related trust fund and the allocation of those principal payments to reduce the principal balance (or notional amount, if applicable) of the certificate. The rate of principal payments on the mortgage loans will in turn be affected by the amortization schedules of the mortgage loans (which, in the case of adjustable rate mortgage loans, will change periodically to accommodate adjustments to their mortgage interest rates), the dates on which any balloon payments are due, and the rate of principal prepayments thereon (including for this purpose, prepayments resulting from liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged properties, or purchases of mortgage loans out of the trust fund). Because the rate of principal prepayments on the mortgage loans in any trust fund will depend on future events and a variety of factors (as discussed more fully below), it is impossible to predict with assurance a certificate’s yield to maturity.

The extent to which the yield to maturity of a class of offered certificates of any series may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and when, and to what degree, payments of principal on the mortgage loans in the related trust fund are in turn distributed on such certificates (or, in the case of a class of Stripped Interest Certificates, result in the reduction of the notional amount of the Stripped Interest Certificate). Further, an investor should consider, in the case of any offered certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans in the trust fund could result in an actual yield to such investor that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to such investor that is lower than the anticipated yield. In general, the earlier a prepayment of principal on the mortgage loans is distributed on an offered certificate purchased at a discount or premium (or, if applicable, is allocated in reduction of the notional amount thereof), the greater will be the effect on the investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments (to the extent distributable in reduction of the principal balance or notional amount of the investor’s offered certificates) occurring at a rate higher (or lower) than the rate anticipated by the investor during any particular period would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

A class of certificates, including a class of offered certificates, may provide that on any distribution date the holders of certificates are entitled to a pro rata share of the prepayments (including prepayments occasioned by defaults) on the mortgage loans in the related trust fund that are distributable on that date, to a disproportionately large share (which, in some cases, may be all) of such prepayments, or to a disproportionately small share (which, in some cases, may be none) of the prepayments. As and to the extent described in the prospectus supplement, the entitlements of the various classes of certificateholders of any series to receive payments (and, in particular, prepayments) of principal of the mortgage loans in the related trust fund may vary based on the occurrence of certain events (e.g., the retirement of one or more classes of a series of certificates) or subject to certain contingencies (e.g., prepayment and default rates with respect to the mortgage loans).

In general, the notional amount of a class of Stripped Interest Certificates will either (i) be based on the principal balances of some or all of the mortgage assets in the related trust fund or (ii) equal the certificate balances of one or more of the other classes of certificates of the same series. Accordingly, the yield on such Stripped Interest Certificates will be directly related to the amortization of the mortgage assets or classes of certificates, as the case may be. Thus, if a class of certificates of any series consists of

The depositor is not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of multifamily or commercial mortgage loans. However, the extent of prepayments of principal of the mortgage loans in any trust fund may be affected by a number of factors, including, without limitation, the availability of mortgage credit, the relative economic vitality of the area in which the mortgaged properties are located, the quality of management of the mortgaged properties, the servicing of the mortgage loans, possible changes in tax laws and other opportunities for investment. In addition, the rate of principal payments on the mortgage loans in any trust fund may be affected by the existence of lockout periods and requirements that principal prepayments be accompanied by prepayment premiums, and by the extent to which such provisions may be practicably enforced.

The rate of prepayment on a pool of mortgage loans is also affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below a mortgage coupon, a borrower may have an increased incentive to refinance its mortgage loan. In addition, as prevailing market interest rates decline, even borrowers with adjustable rate mortgage loans that have experienced a corresponding interest rate decline may have an increased incentive to refinance for purposes of either (i) converting to a fixed rate loan and thereby “locking in” such rate or (ii) taking advantage of the initial “teaser rate” (a mortgage interest rate below what it would otherwise be if the applicable index and gross margin were applied) on another adjustable rate mortgage loan.

Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some borrowers may sell mortgaged properties in order to realize their equity therein, to meet cash flow needs or to make other investments. In addition, some borrowers may be motivated by federal and state tax laws (which are subject to change) to sell mortgaged properties prior to the exhaustion of tax depreciation benefits. The depositor will make no representation as to the particular factors that will affect the prepayment of the mortgage loans in any trust fund, as to the relative importance of such factors, as to the percentage of the principal balance of the mortgage loans that will be paid as of any date or as to the overall rate of prepayment on the mortgage loans.

The rate at which principal payments are received on the mortgage loans in a trust fund will affect the ultimate maturity and the weighted average life of one or more classes of a series of certificates. Weighted average life refers to the average amount of time that will elapse from the date of issuance of an instrument until each dollar of the principal amount of such instrument is repaid to the investor.

The weighted average life and maturity of a class of certificates of a series will be influenced by the rate at which principal on the mortgage loans, whether in the form of scheduled amortization or prepayments (for this purpose, the term “prepayment” includes voluntary prepayments, liquidations due to default and purchases of mortgage loans out of the trust fund), is paid to that class of certificateholders. Prepayment rates on loans are commonly measured relative to a prepayment standard or model, such as the CPR prepayment model or the SPA prepayment model. CPR represents an assumed constant rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans for the life of those loans. SPA represents an assumed variable rate of prepayment each month (expressed as an annual percentage) relative to the then outstanding principal balance of a pool of loans, with different prepayment assumptions often expressed as percentages of SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the then outstanding principal balance of loans in the first month of the life of the loans and an additional 0.2% per annum in each following month until the 30th month. Beginning in the 30th month, and in each

Neither CPR nor SPA nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any particular pool of loans. Moreover, the CPR and SPA models were developed based upon historical prepayment experience for single-family loans. Thus, it is unlikely that the prepayment experience of the mortgage loans included in any trust fund will conform to any particular level of CPR or SPA.

The prospectus supplement for each series of certificates will contain tables, if applicable, setting forth the projected weighted average life of each class of offered certificates and the percentage of the initial certificate balance of each class that would be outstanding on specified distribution dates based on the assumptions stated in the prospectus supplement, including assumptions that borrowers make prepayments on the mortgage loans at rates corresponding to various percentages of CPR or SPA, or at such other rates specified in the prospectus supplement. The tables and assumptions will illustrate the sensitivity of the weighted average lives of the certificates to various assumed prepayment rates and will not be intended to predict, or to provide information that will enable investors to predict, the actual weighted average lives of the certificates.

A series of certificates may include one or more controlled amortization classes that are designed to provide increased protection against prepayment risk by transferring that risk to one or more companion classes. Unless otherwise specified in the prospectus supplement, each controlled amortization class will either be a planned amortization class or a targeted amortization class. In general, distributions of principal on a planned amortization class of certificates are made in accordance with a specified amortization schedule so long as prepayments on the underlying mortgage loans occur within a specified range of constant prepayment rates and, as described below, so long as one or more companion classes remain to absorb excess cash flows and make up for shortfalls. For example, if the rate of prepayments is significantly higher than expected, the excess prepayments will be applied to retire the companion classes prior to reducing the principal balance of a planned amortization class. If the rate of prepayments is significantly lower than expected, a disproportionately large portion of prepayments may be applied to a planned amortization class. Once the companion classes for a planned amortization class are retired, the planned amortization class of certificates will have no further prepayment protection. A targeted amortization class of certificates is similar to a planned amortization class of certificates, but a targeted amortization class structure generally does not draw on companion classes to make up cash flow shortfalls, and will generally not provide protection to the targeted amortization class against the risk that prepayments occur more slowly than expected.

In general, the reduction of prepayment risk afforded to a controlled amortization class comes at the expense of one or more companion classes of the same series (any of which may also be a class of offered certificates) which absorb a disproportionate share of the overall prepayment risk of a given structure. As more particularly described in the prospectus supplement, the holders of a companion class will receive a disproportionately large share of prepayments when the rate of prepayment exceeds the rate assumed in structuring the controlled amortization class, and (in the case of a companion class that supports a planned amortization class of certificates) a disproportionately small share of prepayments (or no prepayments) when the rate of prepayment falls below that assumed rate. Thus, as and to the extent described in the prospectus supplement, a companion class will absorb a disproportionate share of the risk that a relatively fast rate of prepayments will result in the early retirement of the investment, that is, “call risk,” and, if applicable, the risk that a relatively slow rate of prepayments will extend the average life of the investment, that is, “extension risk”, that would otherwise be allocated to the related controlled amortization class. Accordingly, companion classes can exhibit significant average life variability.

Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans included in a trust fund may require that balloon payments be made at maturity. Because the ability of a borrower to make a balloon payment typically will depend upon its ability either to refinance the loan or to sell the mortgaged property, there is a risk that mortgage loans that require balloon payments may default at maturity, or that the maturity of such a mortgage loan may be extended in connection with a workout. In the case of defaults, recovery of proceeds may be delayed by, among other things, bankruptcy of the borrower or adverse conditions in the market where the property is located. In order to minimize losses on defaulted mortgage loans, the master servicer or a special servicer, to the extent and under the circumstances set forth in this prospectus and in the prospectus supplement, may be authorized to modify mortgage loans that are in default or as to which a payment default is imminent. Any defaulted balloon payment or modification that extends the maturity of a mortgage loan may delay distributions of principal on a class of offered certificates and thereby extend the weighted average life of the certificates and, if the certificates were purchased at a discount, reduce the yield thereon.

Negative Amortization. Mortgage loans that permit negative amortization can affect the weighted average life of a class of certificates. In general, mortgage loans that permit negative amortization by their terms limit the amount by which scheduled payments may adjust in response to changes in mortgage interest rates and/or provide that scheduled payment amounts will adjust less frequently than the mortgage interest rates. Accordingly, during a period of rising interest rates, the scheduled payment on a mortgage loan that permits negative amortization may be less than the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate. In that case, the mortgage loan balance would amortize more slowly than necessary to repay it over its schedule and, if the amount of scheduled payment were less than the amount necessary to pay current interest at the applicable mortgage interest rate, the loan balance would negatively amortize to the extent of the amount of the interest shortfall. Conversely, during a period of declining interest rates, the scheduled payment on a mortgage loan that permits negative amortization may exceed the amount necessary to amortize the loan fully over its remaining amortization schedule and pay interest at the then applicable mortgage interest rate. In that case, the excess would be applied to principal, thereby resulting in amortization at a rate faster than necessary to repay the mortgage loan balance over its schedule.

A slower or negative rate of mortgage loan amortization would correspondingly be reflected in a slower or negative rate of amortization for one or more classes of certificates of the related series. Accordingly, the weighted average lives of mortgage loans that permit negative amortization (and that of the classes of certificates to which any such negative amortization would be allocated or which would bear the effects of a slower rate of amortization on the mortgage loans) may increase as a result of such feature. A faster rate of mortgage loan amortization will shorten the weighted average life of the mortgage loans and, correspondingly, the weighted average lives of those classes of certificates then entitled to a portion of the principal payments on those mortgage loans. The prospectus supplement will describe, if applicable, the manner in which negative amortization in respect of the mortgage loans in any trust fund is allocated among the respective classes of certificates of the related series.

Foreclosures and Payment Plans. The number of foreclosures and the principal amount of the mortgage loans that are foreclosed in relation to the number and principal amount of mortgage loans that are repaid in accordance with their terms will affect the weighted average lives of those mortgage loans and, accordingly, the weighted average lives of and yields on the certificates of the related series. Servicing decisions made with respect to the mortgage loans, including the use of payment plans prior to a demand for acceleration and the restructuring of mortgage loans in bankruptcy proceedings, may also have an effect upon the payment patterns of particular mortgage loans and thus the weighted average lives of and yields on the certificates of the related series.

Losses and Shortfalls on the Mortgage Assets. The yield to holders of the offered certificates of any series will directly depend on the extent to which such holders are required to bear the effects of any losses or shortfalls in collections arising out of defaults on the mortgage assets in the related trust fund and

The amount of any losses or shortfalls in collections on the mortgage assets in any trust fund (to the extent not covered or offset by draws on any reserve fund or under any instrument of credit support) will be allocated among the classes of certificates of the related series in the priority and manner, and subject to the limitations, specified in the prospectus supplement. As described in the prospectus supplement, such allocations may result in reductions in the entitlements to interest and/or certificate balances of one or more classes of certificates, or may be effected simply by a prioritization of payments among the classes of certificates. The yield to maturity on a class of subordinate certificates may be extremely sensitive to losses and shortfalls in collections on the mortgage assets in the related trust fund.

Additional Certificate Amortization. In addition to entitling certificateholders to a specified portion (which may range from none to all) of the principal payments received on the mortgage assets in the related trust fund, one or more classes of certificates of any series, including one or more classes of offered certificates of a series, may provide for distributions of principal from (i) amounts attributable to interest accrued but not currently distributable on one or more classes of Accrual Certificates, (ii) excess funds or (iii) any other amounts described in the prospectus supplement. As specifically set forth in the prospectus supplement, “excess funds” generally will represent that portion of the amounts distributable in respect of the certificates of any series on any distribution date that represent (i) interest received or advanced on the mortgage assets in the related trust fund that is in excess of the interest currently distributable on that series of certificates, as well as any interest accrued but not currently distributable on any Accrual Certificates of that series or (ii) prepayment premiums, payments from equity participations entitling the lender to a share of profits realized from the operation or disposition of the mortgaged property, or any other amounts received on the mortgage assets in the trust fund that do not constitute interest thereon or principal thereof.

The amortization of any class of certificates out of the sources described in the preceding paragraph would shorten the weighted average life of certificates and, if those certificates were purchased at a premium, reduce the yield on those certificates. The prospectus supplement will discuss the relevant factors that you should consider in determining whether distributions of principal of any class of certificates out of such sources would have any material effect on the rate at which your certificates are amortized.

Wachovia Commercial Mortgage Securities, Inc., the depositor, is a North Carolina corporation organized on August 17, 1988 as a wholly-owned subsidiary of Wachovia Bank, National Association (formerly known as First Union National Bank), a national banking association with its main office located in Charlotte, North Carolina. Wachovia Bank, National Association is a subsidiary of Wachovia Corporation, a North Carolina corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. Wachovia Corporation is a financial holding company under the Gramm-Leach-Bliley Act. The depositor’s principal business is to acquire, hold and/or sell or otherwise dispose of cash flow assets, usually in connection with the securitization of that asset. The depositor maintains its principal office at 301 South College Street, Charlotte, North Carolina 28288-0166. Its telephone number is 704-374-6161. There can be no assurance that the depositor will have any significant assets.

The net proceeds to be received from the sale of certificates will be applied by the depositor to the purchase of trust assets or will be used by the depositor for general corporate purposes. The depositor expects to sell the certificates from time to time, but the timing and amount of offerings of certificates will

In the aggregate, the certificates of each series of certificates will represent the entire beneficial ownership interest in the trust fund created pursuant to the related pooling and servicing agreement. Each series of certificates may consist of one or more classes of certificates (including classes of offered certificates), and such class or classes may (i) provide for the accrual of interest thereon at a fixed, variable or adjustable rate; (ii) be senior or subordinate to one or more other classes of certificates in entitlement to certain distributions on the certificates; (iii) be entitled, as Stripped Principal Certificates, to distributions of principal with disproportionately small, nominal or no distributions of interest; (iv) be entitled, as Stripped Interest Certificates, to distributions of interest with disproportionately small, nominal or no distributions of principal; (v) provide for distributions of principal and/or interest thereon that commence only after the occurrence of certain events such as the retirement of one or more other classes of certificates of such series; (vi) provide for distributions of principal to be made, from time to time or for designated periods, at a rate that is faster (and, in some cases, substantially faster) or slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund; (vii) provide for distributions of principal to be made, subject to available funds, based on a specified principal payment schedule or other methodology; and/or (viii) provide for distributions based on a combination of two or more components thereof with one or more of the characteristics described in this paragraph, including a Stripped Principal Certificate component and a Stripped Interest Certificate component, to the extent of available funds, in each case as described in the prospectus supplement. Any such classes may include classes of offered certificates. With respect to certificates with two or more components, references in this prospectus to certificate balance, notional amount and pass-through rate refer to the principal balance, if any, notional amount, if any, and the pass-through rate, if any, for that component.

Each class of offered certificates of a series will be issued in minimum denominations corresponding to the certificate balances or, in the case of Stripped Interest Certificates or REMIC residual certificates, notional amounts or percentage interests specified in the prospectus supplement. As provided in the prospectus supplement, one or more classes of offered certificates of any series may be issued in fully registered, definitive form or may be offered in book-entry format through the facilities of DTC. The offered certificates of each series (if issued as definitive certificates) may be transferred or exchanged, subject to any restrictions on transfer described in the prospectus supplement, at the location specified in the prospectus supplement, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith. Interests in a class of book-entry certificates will be transferred on the book-entry records of DTC and its participating organizations. See “Risk Factors—Your Ability to Resell Certificates May Be Limited Because of Their Characteristics,” and “—The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates”.

Distributions on the certificates of each series will be made by or on behalf of the trustee or master servicer on each distribution date as specified in the prospectus supplement from the Available Distribution Amount for such series and such distribution date.

Except as otherwise specified in the prospectus supplement, distributions on the certificates of each series (other than the final distribution in retirement of any certificate) will be made to the persons in whose names those certificates are registered on the record date, which is the close of business on the last business day of the month preceding the month in which the applicable distribution date occurs, and the amount of each distribution will be determined as of the close of business on the determination date that

is specified in the prospectus supplement. All distributions with respect to each class of certificates on each distribution date will be allocated pro rata among the outstanding certificates in that class. The trustee will make payments either by wire transfer in immediately available funds to the account of a certificateholder at a bank or other entity having appropriate facilities therefor, if such certificateholder has provided the trustee or other person required to make such payments with wiring instructions (which may be provided in the form of a standing order applicable to all subsequent distributions) no later than the date specified in the prospectus supplement (and, if so provided in the prospectus supplement, such certificateholder holds certificates in the requisite amount or denomination specified in the prospectus supplement), or by check mailed to the address of the certificateholder as it appears on the certificate register; provided, however, that the trustee will make the final distribution in retirement of any class of certificates (whether definitive certificates or book-entry certificates) only upon presentation and surrender of the certificates at the location specified in the notice to certificateholders of such final distribution.

Each class of certificates of each series (other than certain classes of Stripped Principal Certificates and certain REMIC residual certificates that have no pass-through rate) may have a different pass-through rate which may be fixed, variable or adjustable. The prospectus supplement will specify the pass-through rate or, in the case of a variable or adjustable pass-through rate, the method for determining the pass-through rate, for each class. Unless otherwise specified in the prospectus supplement, interest on the certificates of each series will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Distributions of interest in respect of the certificates of any class (other than any class of Accrual Certificates that will be entitled to distributions of accrued interest commencing only on the distribution date, or under the circumstances, specified in the prospectus supplement, and other than any class of Stripped Principal Certificates or REMIC residual certificates that is not entitled to any distributions of interest) will be made on each distribution date based on the Accrued Certificate Interest for such class and such distribution date, subject to the sufficiency of the portion of the Available Distribution Amount allocable to such class on such distribution date. Prior to the time interest is distributable on any class of Accrual Certificates, the amount of Accrued Certificate Interest otherwise distributable on that class will be added to the certificate balance of that class on each distribution date. With respect to each class of certificates (other than some classes of Stripped Interest Certificates and REMIC residual certificates), Accrued Certificate Interest for each distribution date will be equal to interest at the applicable pass-through rate accrued for a specified period (generally the period between distribution dates) on the outstanding certificate balance thereof immediately prior to such distribution date. Unless otherwise provided in the prospectus supplement, Accrued Certificate Interest for each distribution date on Stripped Interest Certificates will be similarly calculated except that it will accrue on a notional amount that is either (i) based on the principal balances of some or all of the mortgage assets in the related trust fund or (ii) equal to the certificate balances of one or more other classes of certificates of the same series. Reference to a notional amount with respect to a class of Stripped Interest Certificates is solely for convenience in making certain calculations and does not represent the right to receive any distributions of principal.

If so specified in the prospectus supplement, the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may otherwise be added to the certificate balance of) one or more classes of the certificates of a series will be reduced to the extent that any prepayment interest shortfalls, as described under “Yield Considerations—Shortfalls in Collections of Interest Resulting from Prepayments” exceed the amount of any sums (including, if and to the extent specified in the prospectus supplement, the master servicer’s servicing compensation) that are applied to offset such shortfalls. The particular manner in which prepayment interest shortfalls will be allocated among some or all of the classes of certificates of that series will be specified in the prospectus supplement. The prospectus supplement will also describe the extent to which the amount of Accrued Certificate Interest that is otherwise distributable on (or, in the case of Accrual Certificates, that may

Each class of certificates of each series (other than certain classes of Stripped Interest Certificates or REMIC residual certificates) will have a certificate balance which, at any time, will equal the then maximum amount that the holders of certificates of that class will be entitled to receive in respect of principal out of the future cash flow on the mortgage assets and other assets included in the related trust fund. The outstanding certificate balance of a class of certificates will be reduced by distributions of principal made on those certificates from time to time and, if so provided in the prospectus supplement, further by any losses incurred in respect of the related mortgage assets allocated to those certificates from time to time. In turn, the outstanding certificate balance of a class of certificates may be increased as a result of any deferred interest on or in respect of the related mortgage assets that is allocated to those certificates from time to time, and will be increased, in the case of a class of Accrual Certificates prior to the distribution date on which distributions of interest on those Accrual Certificates are required to commence, by the amount of any Accrued Certificate Interest in respect thereof (reduced as described above). Unless otherwise provided in the prospectus supplement, the initial aggregate certificate balance of all classes of a series of certificates will not be greater than the aggregate outstanding principal balance of the related mortgage assets as of the applicable Cut-Off Date, after application of scheduled payments due on or before such date, whether or not received.

As and to the extent described in the prospectus supplement, distributions of principal with respect to a series of certificates will be made on each distribution date to the holders of the class or classes of certificates of such series entitled to distributions until the certificate balances of those certificates have been reduced to zero. Distributions of principal with respect to one or more classes of certificates may be made at a rate that is faster (and, in some cases, substantially faster) than the rate at which payments or other collections of principal are received on the mortgage assets in the related trust fund, may not commence until the occurrence of certain events, such as the retirement of one or more other classes of certificates of the same series, or may be made at a rate that is slower (and, in some cases, substantially slower) than the rate at which payments or other collections of principal are received on such mortgage assets. In addition, distributions of principal with respect to one or more classes of controlled amortization certificates may be made, subject to available funds, based on a specified principal payment schedule and, with respect to one or more classes of companion classes of certificates, may be contingent on the specified principal payment schedule for a controlled amortization class of certificates of the same series and the rate at which payments and other collections of principal on the mortgage assets in the related trust fund are received. Unless otherwise specified in the prospectus supplement, distributions of principal of any class of certificates will be made on a pro rata basis among all of the certificates belonging to that class.

To the extent specified in the prospectus supplement, distribution on a class of certificates may be based on a combination of two or more different components as described under “—General” above. To that extent, the descriptions set forth under “—Distributions of Interest on the Certificates” and “—Distributions of Principal of the Certificates” above also relate to components of such a class of certificates. In such case, reference in those sections to certificate balance and pass-through rate refer to the principal balance, if any, of any of the components and the pass-through rate, if any, on any component, respectively.

Distributions on the Certificates in Respect of Prepayment Premiums or in Respect of Equity Participations

If so provided in the prospectus supplement, prepayment premiums or payments in respect of equity participations entitling the lender to a share of profits realized from the operation or disposition of the mortgaged property received on or in connection with the mortgage assets in any trust fund will be distributed on each distribution date to the holders of the class of certificates of the related series entitled thereto in accordance with the provisions described in such prospectus supplement.

If so provided in the prospectus supplement for a series of certificates consisting of one or more classes of subordinate certificates, on any distribution date in respect of which losses or shortfalls in collections on the mortgage assets have been incurred, the amount of such losses or shortfalls will be borne first by a class of subordinate certificates in the priority and manner and subject to the limitations specified in the prospectus supplement. See “Description of Credit Support” for a description of the types of protection that may be included in shortfalls on mortgage assets comprising the trust fund.

With respect to any series of certificates evidencing an interest in a trust fund, unless otherwise provided in the prospectus supplement, a servicer or another entity described therein will be required as part of its servicing responsibilities to advance on or before each distribution date its own funds or funds held in the related certificate account that are not included in the Available Distribution Amount for such distribution date, in an amount equal to the aggregate of payments of principal (other than any balloon payments) and interest (net of related servicing fees) that were due on the mortgage loans in the trust fund and were delinquent on the related determination date, subject to the servicer’s (or another entity’s) good faith determination that such advances will be reimbursable from the loan proceeds. In the case of a series of certificates that includes one or more classes of subordinate certificates and if so provided in the prospectus supplement, each servicer’s (or another entity’s) advance obligation may be limited only to the portion of such delinquencies necessary to make the required distributions on one or more classes of senior certificates and/or may be subject to the servicer’s (or another entity’s) good faith determination that such advances will be reimbursable not only from the loan proceeds but also from collections on other trust assets otherwise distributable on one or more classes of subordinate certificates. See “Description of Credit Support”.

Advances are intended to maintain a regular flow of scheduled interest and principal payments to holders of the class or classes of certificates entitled thereto, rather than to guarantee or insure against losses. Unless otherwise provided in the prospectus supplement, advances of a servicer’s (or another entity’s) funds will be reimbursable only out of recoveries on the mortgage loans (including amounts received under any form of credit support) respecting which advances were made and, if so provided in the prospectus supplement, out of any amounts otherwise distributable on one or more classes of subordinate certificates of such series; provided, however, that any advance will be reimbursable from any amounts in the related certificate account prior to any distributions being made on the certificates to the extent that a servicer (or such other entity) shall determine in good faith that such advance is not ultimately recoverable from related proceeds on the mortgage loans or, if applicable, from collections on other trust assets otherwise distributable on the subordinate certificates.

If advances have been made from excess funds in a certificate account, the master servicer or other person that advanced such funds will be required to replace such funds in the certificate account on any future distribution date to the extent that funds then in the certificate account are insufficient to permit full distributions to certificateholders on that date. If so specified in the prospectus supplement, the obligation of a master servicer or other specified person to make advances may be secured by a cash advance reserve fund or a surety bond. If applicable, we will provide in the prospectus supplement information regarding the characteristics of, and the identity of any obligor on, any such surety bond.

If and to the extent so provided in the prospectus supplement, any entity making advances will be entitled to receive interest on those advances for the period that such advances are outstanding at the rate specified therein and will be entitled to pay itself that interest periodically from general collections on the mortgage assets prior to any payment to certificateholders as described in the prospectus supplement.

The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe any comparable advancing obligation of a party to the related pooling and servicing agreement or of a party to the related CMBS agreement.

On each distribution date a master servicer or trustee will forward to the holder of certificates of each class of a series a distribution date statement accompanying the distribution of principal and/or interest to those holders. As further provided in the prospectus supplement, the distribution date statement for each class will set forth to the extent applicable and available:


	(i)	the amount of such distribution to holders of certificates of such class applied to reduce the certificate balance thereof;

	(ii)	the amount of such distribution to holders of certificates of such class allocable to Accrued Certificate Interest;

	(iii)	the amount, if any, of such distribution to holders of certificates of such class allocable to prepayment premiums;

	(iv)	the amount of servicing compensation received by each servicer and such other customary information as the master servicer or the trustee deems necessary or desirable, or that a certificateholder reasonably requests, to enable certificateholders to prepare their tax returns;

	(v)	the aggregate amount of advances included in such distribution and the aggregate amount of unreimbursed advances at the close of business on, or as of a specified date shortly prior to, such distribution date;

	(vi)	the aggregate principal balance of the related mortgage loans on, or as of a specified date shortly prior to, such distribution date;

	(vii)	the number and aggregate principal balance of any mortgage loans in respect of which (A) one scheduled payment is delinquent, (B) two scheduled payments are delinquent, (C) three or more scheduled payments are delinquent and (D) foreclosure proceedings have been commenced;

	(viii)	with respect to any mortgage loan liquidated during the related prepayment period (as to the current distribution date, generally the period extending from the prior distribution date to and including the current distribution date) in connection with a default on that mortgage loan or because the mortgage loan was purchased out of the trust fund (other than a payment in full), (A) the loan number, (B) the aggregate amount of liquidation proceeds received and (C) the amount of any loss to certificateholders;

	(ix)	with respect to any REO Property sold during the related collection period, (A) the loan number of the related mortgage loan, (B) the aggregate amount of sales proceeds and (C) the amount of any loss to certificateholders in respect of the related mortgage loan;

	(x)	the certificate balance or notional amount of each class of certificates (including any class of certificates not offered hereby) immediately before and immediately after such distribution date, separately identifying any reduction in the certificate balance due to the allocation of any losses in respect of the related mortgage loans;

	(xi)	the aggregate amount of principal prepayments made on the mortgage loans during the related prepayment period;


	(xii)	the amount deposited in or withdrawn from any reserve fund on such distribution date, and the amount remaining on deposit in the reserve fund as of the close of business on such distribution date;


	(xiii)	the amount of any Accrued Certificate Interest due but not paid on such class of offered certificates at the close of business on such distribution date; and


	(xiv)	if such class of offered certificates has a variable pass-through rate or an adjustable pass-through rate, the pass-through rate applicable thereto for such distribution date.

In the case of information furnished pursuant to subclauses (i)-(iv) above, the amounts will be expressed as a dollar amount per minimum denomination of the relevant class of offered certificates or per a specified portion of such minimum denomination. The prospectus supplement for each series of offered certificates will describe any additional information to be included in reports to the holders of such certificates.

Within a reasonable period of time after the end of each calendar year, the related master servicer or trustee, as the case may be, will be required to furnish to each person who at any time during the calendar year was a holder of an offered certificate a statement containing the information set forth in subclauses (i)-(iv) above, aggregated for such calendar year or the applicable portion thereof during which such person was a certificateholder. Such obligation will be deemed to have been satisfied to the extent that substantially comparable information is provided pursuant to any requirements of the Code as are from time to time in force. See, however, “Description of the Certificates—Book-Entry Registration and Definitive Certificates.”

If the trust fund for a series of certificates includes CMBS, the ability of the related master servicer or trustee, as the case may be, to include in any distribution date statement information regarding the mortgage loans underlying such CMBS will depend on the reports received with respect to such CMBS. In such cases, the prospectus supplement will describe the loan-specific information to be included in the distribution date statements that will be forwarded to the holders of the offered certificates of that series in connection with distributions made to them.

The voting rights evidenced by each series of certificates will be allocated among the respective classes of such series in the manner described in the prospectus supplement.

Certificateholders will generally have a right to vote only with respect to required consents to certain amendments to the related pooling and servicing agreement and as otherwise specified in the prospectus supplement. See “Description of the Pooling and Servicing Agreements—Amendment.” The holders of specified amounts of certificates of a particular series will have the collective right to remove the related trustee and also to cause the removal of the related master servicer in the case of an event of default under the related pooling and servicing agreement on the part of the master servicer. See “Description of the Pooling and Servicing Agreements—Events of Default,” “—Rights upon Event of Default” and “—Resignation and Removal of the Trustee.”

The obligations created by the pooling and servicing agreement for each series of certificates will terminate upon the payment (or provision for payment) to certificateholders of that series of all amounts held in the related certificate account, or otherwise by the related master servicer or trustee or by a special servicer, and required to be paid to such certificateholders pursuant to such pooling and servicing agreement following the earlier of (i) the final payment or other liquidation of the last mortgage asset subject to the pooling and servicing agreement or the disposition of all property acquired upon foreclosure of any mortgage loan subject to the pooling and servicing agreement and (ii) the purchase of all of the assets of the related trust fund by the party entitled to effect such termination, under the circumstances and in the manner that will be described in the prospectus supplement. Written notice of termination of a

If so specified in the prospectus supplement, a series of certificates will be subject to optional early termination through the repurchase of the assets in the related trust fund by a party that will be specified in the prospectus supplement, under the circumstances and in the manner set forth in the prospectus supplement. If so provided in the prospectus supplement, upon the reduction of the certificate balance of a specified class or classes of certificates by a specified percentage or amount, a party identified in the prospectus supplement will be authorized or required to solicit bids for the purchase of all the assets of the related trust fund, or of a sufficient portion of such assets to retire such class or classes, under the circumstances and in the manner set forth in the prospectus supplement. In any event, unless otherwise disclosed in the prospectus supplement, any such repurchase or purchase shall be at a price or prices that are generally based upon the unpaid principal balance of, plus accrued interest on, all mortgage loans (other than mortgage loans secured by REO Properties) then included in a trust fund and the fair market value of all REO Properties then included in the trust fund, which may or may not result in full payment of the aggregate certificate balance plus accrued interest and any undistributed shortfall in interest for the then outstanding certificates. Any sale of trust fund assets will be without recourse to the trust and/or certificateholders, provided, however, that there can be no assurance that in all events a court would accept such a contractual stipulation.

If so provided in the prospectus supplement, one or more classes of the offered certificates of any series will be offered in book-entry format through the facilities of DTC, and each such class will be represented by one or more global certificates registered in the name of DTC or its nominee.

DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking corporation” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participating organizations deposit with DTC. DTC also facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book entry changes in their accounts, thereby eliminating the need for physical movement of securities certificates. Direct participants that maintain accounts with DTC include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system also is available to indirect participants in the DTC system such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant in the DTC system, either directly or indirectly. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

Purchases of book-entry certificates under the DTC system must be made by or through direct participants in the DTC system, which will receive a credit for the book-entry certificates on DTC’s records. A certificate owner’s ownership interest as an actual purchaser of a book-entry certificate will in turn be recorded on the records of direct participants and indirect participants. Certificate owners will not receive written confirmation from DTC of their purchases, but certificate owners are expected to receive written confirmations providing details of such transactions, as well as periodic statements of their holdings, from the direct participant or indirect participant through which each certificate owner entered into the transaction. Transfers of ownership interest in the book-entry certificates will be accomplished by entries made on the books of participants acting on behalf of certificate owners. Certificate owners will not receive certificates representing their ownership interests in the book-entry certificates, except in the event that use of the book-entry system for the book-entry certificates of any series is discontinued as described below.

DTC will not know the identity of actual certificate owners of the book-entry certificates; DTC’s records reflect only the identity of the direct participants in the DTC system to whose accounts such certificates are credited. The participants will remain responsible for keeping account of their holdings on behalf of their customers. Notices and other communications conveyed by DTC to direct participants in the DTC system, by direct participants to indirect participants, and by direct participants and indirect participants to certificate owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Distributions on the book-entry certificates will be made to DTC. DTC’s practice is to credit direct participants’ accounts on the related distribution date in accordance with their respective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment on such date. Disbursement of such distributions by participants to certificate owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of each such participant (and not of DTC, the depositor or any trustee or master servicer), subject to any statutory or regulatory requirements as may be in effect from time to time. Under a book-entry system, certificate owners may receive payments after the related distribution date.

As may be provided in the prospectus supplement, the only “certificateholder” (as such term is used in the related pooling and servicing agreement) of a book-entry certificate will be the nominee of DTC, and the certificate owners will not be recognized as certificateholders under the pooling and servicing agreement. Certificate owners will be permitted to exercise the rights of certificateholders under the related pooling and servicing agreement only indirectly through the participants who in turn will exercise their rights through DTC. The depositor is informed that DTC will take action permitted to be taken by a certificateholder under a pooling and servicing agreement only at the direction of one or more participants to whose account with DTC interests in the book-entry certificates are credited.

Because DTC can act only on behalf of direct participants in the DTC system, who in turn act on behalf of indirect participants and certain certificate owners, the ability of a certificate owner to pledge its interest in book-entry certificates to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of its interest in book-entry certificates, may be limited due to the lack of a physical certificate evidencing such interest.

As may be specified in the prospectus supplement, certificates initially issued in book-entry form will be issued as definitive certificates to certificate owners or their nominees, rather than to DTC or its nominee, only if (i) the depositor advises the trustee in writing that DTC is no longer willing or able to properly discharge its responsibilities as depository with respect to such certificates and the depositor is unable to locate a qualified successor or (ii) the depositor, at its option, elects to terminate the book-entry system through DTC with respect to such certificates. Upon the occurrence of either of the events described in the preceding sentence, DTC will be required to notify all participants of the availability through DTC of definitive certificates. Upon surrender by DTC of the certificate or certificates representing a class of book-entry certificates, together with instructions for registration, the trustee or other designated party will be required to issue to the certificate owners identified in such instructions the definitive certificates to which they are entitled, and thereafter the holders of such definitive certificates will be recognized as certificateholders under the related pooling and servicing agreement.

The certificates of each series will be issued pursuant to a pooling and servicing agreement or other agreement specified in the prospectus supplement. In general, the parties to a pooling and servicing agreement will include the depositor, the trustee, the master servicer and, in some cases, a special servicer appointed as of the date of the pooling and servicing agreement. However, a pooling and servicing agreement that relates to a trust fund that consists solely of CMBS may not include a master servicer or

A form of a pooling and servicing agreement has been filed as an exhibit to the registration statement of which this prospectus is a part. However, the provisions of each pooling and servicing agreement will vary depending upon the nature of the certificates to be issued thereunder and the nature of the related trust fund. The following summaries describe certain provisions that may appear in a pooling and servicing agreement under which certificates that evidence interests in mortgage loans will be issued. The prospectus supplement for a series of certificates will describe any provision of the related pooling and servicing agreement that materially differs from the description thereof contained in this prospectus and, if the related trust fund includes CMBS, will summarize all of the material provisions of the related pooling and servicing agreement. The summaries in this prospectus do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the pooling and servicing agreement for each series of certificates and the description of such provisions in the prospectus supplement. As used in this prospectus with respect to any series, the term “certificate” refers to all of the certificates of that series, whether or not offered hereby and by the prospectus supplement, unless the context otherwise requires.

As set forth in the prospectus supplement, generally at the time of issuance of any series of certificates, the depositor will assign (or cause to be assigned) to the designated trustee the mortgage loans to be included in the related trust fund, together with, unless otherwise specified in the prospectus supplement, all principal and interest to be received on or with respect to such mortgage loans after the Cut-Off Date, other than principal and interest due on or before the Cut-Off Date. The trustee will, concurrently with such assignment, deliver the certificates to or at the direction of the depositor in exchange for the mortgage loans and the other assets to be included in the trust fund for such series. Each mortgage loan will be identified in a schedule appearing as an exhibit to the related pooling and servicing agreement. Such schedule generally will include detailed information that pertains to each mortgage loan included in the related trust fund, which information will typically include the address of the related mortgaged property and type of such property; the mortgage interest rate and, if applicable, the applicable index, gross margin, adjustment date and any rate cap information; the original and remaining term to maturity; the original amortization term; the original and outstanding principal balance; and the Loan-to-Value Ratio and Debt Service Coverage Ratio as of the date indicated.

With respect to each mortgage loan to be included in a trust fund, the depositor will deliver (or cause to be delivered) to the related trustee (or to a custodian appointed by the trustee) certain loan documents which will include the original mortgage note (or lost note affidavit) endorsed, without recourse, to the order of the trustee, the original mortgage (or a certified copy thereof) with evidence of recording indicated thereon and an assignment of the mortgage to the trustee in recordable form. The related pooling and servicing agreement will require that the depositor or other party thereto promptly cause each such assignment of mortgage to be recorded in the appropriate public office for real property records.

The related trustee (or the custodian appointed by the trustee) will be required to review the mortgage loan documents within a specified period of days after receipt thereof, and the trustee (or the custodian) will hold such documents in trust for the benefit of the certificateholders of the related series. Unless otherwise specified in the prospectus supplement, if any document is found to be missing or defective, in either case such that interests of the certificateholders are materially and adversely affected, the trustee (or such custodian) will be required to notify the master servicer and the depositor, and the master servicer will be required to notify the relevant seller of the mortgage asset. In that case, and if the mortgage asset seller cannot deliver the document or cure the defect within a specified number of days after receipt of such notice, then unless otherwise specified in the prospectus supplement, the mortgage asset seller will be obligated to replace the related mortgage loan or repurchase it from the trustee at a price that will be specified in the prospectus supplement.

If so provided in the prospectus supplement, the depositor will, as to some or all of the mortgage loans, assign or cause to be assigned to the trustee the related lease assignments. In certain cases, the trustee, or master servicer, as applicable, may collect all moneys under the related leases and distribute amounts, if any, required under the leases for the payment of maintenance, insurance and taxes, to the extent specified in the related leases. The trustee, or if so specified in the prospectus supplement, the master servicer, as agent for the trustee, may hold the leases in trust for the benefit of the certificateholders.

With respect to each CMBS in certificate form, the depositor will deliver or cause to be delivered to the trustee (or the custodian) the original certificate or other definitive evidence of such CMBS together with bond power or other instruments, certifications or documents required to transfer fully such CMBS to the trustee for the benefit of the certificateholders. With respect to each CMBS in uncertificated or book-entry form or held through a “clearing corporation” within the meaning of the New York Uniform Commercial Code, the depositor and the trustee will cause such CMBS to be registered directly or on the books of such clearing corporation or of a financial intermediary in the name of the trustee for the benefit of the certificateholders. Unless otherwise provided in the prospectus supplement, the related pooling and servicing agreement will require that either the depositor or the trustee promptly cause any CMBS in certificated form not registered in the name of the trustee to be reregistered, with the applicable persons, in the name of the trustee.

The depositor will, with respect to each mortgage loan in the related trust fund, make or assign certain representations and warranties made by the warranting party, covering, by way of example: (i) the accuracy of the information set forth for such mortgage loan on the schedule of mortgage loans appearing as an exhibit to the related pooling and servicing agreement; (ii) the enforceability of the related mortgage note and mortgage and the existence of title insurance insuring the lien priority of the related mortgage; (iii) the warranting party’s title to the mortgage loan and the authority of the warranting party to sell the mortgage loan; and (iv) the payment status of the mortgage loan. Each warranting party will be identified in the prospectus supplement.

Unless otherwise provided in the prospectus supplement, each pooling and servicing agreement will provide that the master servicer and/or trustee will be required to notify promptly any warranting party of any breach of any representation or warranty made by it in respect of a mortgage loan that materially and adversely affects the interests of the related certificateholders. If such warranting party cannot cure such breach within a specified period following the date on which it was notified of such breach, then, unless otherwise provided in the prospectus supplement, it will be obligated to repurchase such mortgage loan from the trustee within a specified period at a price that will be specified in the prospectus supplement. If so provided in the prospectus supplement for a series of certificates, a warranting party, in lieu of repurchasing a mortgage loan as to which a breach has occurred, will have the option, exercisable upon certain conditions and/or within a specified period after initial issuance of such series of certificates, to replace such mortgage loan with one or more other mortgage loans, in accordance with standards that will be described in the prospectus supplement. This repurchase or substitution obligation may constitute the sole remedy available to holders of certificates of any series for a breach of representation and warranty by a warranting party. Moreover, neither the depositor (unless it is the warranting party) nor any entity acting solely in its capacity as the master servicer will be obligated to purchase or replace a mortgage loan if a warranting party defaults on its obligation to do so.

The dates as of which representations and warranties have been made by a warranting party will be specified in the prospectus supplement. In some cases, such representations and warranties will have been made as of a date prior to the date upon which the related series of certificates is issued, and thus may not address events that may occur following the date as of which they were made. However, the depositor will not include any mortgage loan in the trust fund for any series of certificates if anything has come to the depositor’s attention that would cause it to believe that the representations and warranties made in respect of such mortgage loan will not be accurate in all material respects as of such date of issuance.

General. The master servicer and/or the trustee will, as to each trust fund, establish and maintain or cause to be established and maintained certificate accounts for the collection of payments on the related mortgage loans, which will be established so as to comply with the standards of each rating agency that has rated any one or more classes of certificates of the related series. As described in the prospectus supplement, a certificate account may be maintained either as an interest-bearing or a non-interest-bearing account, and the funds held therein may be held as cash or invested in permitted investments, such as United States government securities and other investment grade obligations specified in the related pooling and servicing agreement. Any interest or other income earned on funds in the certificate account will be paid to the related master servicer or trustee as additional compensation. If permitted by such rating agency or agencies and so specified in the prospectus supplement, a certificate account may contain funds relating to more than one series of mortgage pass-through certificates and may contain other funds representing payments on mortgage loans owned by the related master servicer or serviced by it on behalf of others.

Deposits. Unless otherwise provided in the related pooling and servicing agreement and described in the prospectus supplement, the related master servicer, trustee or special servicer will be required to deposit or cause to be deposited in the certificate account for each trust fund within a certain period following receipt (in the case of collections and payments), the following payments and collections received, or advances made, by the master servicer, the trustee or any special servicer subsequent to the Cut-Off Date (other than payments due on or before the Cut-Off Date):


	(i)	all payments on account of principal, including principal prepayments, on the mortgage loans;

	(ii)	all payments on account of interest on the mortgage loans, including any default interest collected, in each case net of any portion thereof retained by the master servicer, any special servicer or sub-servicer as its servicing compensation or as compensation to the trustee;

	(iii)	all insurance proceeds received under any hazard, title or other insurance policy that provides coverage with respect to a mortgaged property or the related mortgage loan (other than proceeds applied to the restoration of the property or released to the related borrower in accordance with the customary servicing practices of the master servicer (or, if applicable, a special servicer) and/or the terms and conditions of the related mortgage and all other liquidation proceeds received and retained in connection with the liquidation of defaulted mortgage loans or property acquired in respect thereof, by foreclosure or otherwise, together with the Net Operating Income (less reasonable reserves for future expenses) derived from the operation of any mortgaged properties acquired by the trust fund through foreclosure or otherwise;

	(iv)	any amounts paid under any instrument or drawn from any fund that constitutes credit support for the related series of certificates as described under “Description of Credit Support;”

	(v)	any advances made as described under “Description of the Certificate—Advances in Respect of Delinquencies;”

	(vi)	any amounts paid under any cash flow agreement, as described under “Description of the Trust Funds—Cash Flow Agreements;”

	(vii)	all liquidation proceeds resulting from the purchase of any mortgage loan, or property acquired in respect thereof, by the depositor, any mortgage asset seller or any other specified person as described under “—Assignment of Mortgage Assets; Repurchases” and “—Representations and Warranties; Repurchases,” all liquidation proceeds resulting from the purchase of any defaulted mortgage loan as described under “—Realization Upon Defaulted


		Mortgage Loans,” and all liquidation proceeds resulting from any mortgage asset purchased as described under “Description of the Certificates—Termination;”

	(viii)	any amounts paid by the master servicer to cover prepayment interest shortfalls arising out of the prepayment of mortgage loans as described under “—Servicing Compensation and Payment of Expenses;”

	(ix)	to the extent that any such item does not constitute additional servicing compensation to the master servicer or a special servicer, any payments on account of modification or assumption fees, late payment charges, prepayment premiums or lenders’ equity participations on the mortgage loans;

	(x)	all payments required to be deposited in the certificate account with respect to any deductible clause in any blanket insurance policy described under “—Hazard Insurance Policies;”

	(xi)	any amount required to be deposited by the master servicer or the trustee in connection with losses realized on investments for the benefit of the master servicer or the trustee, as the case may be, of funds held in the certificate account; and

	(xii)	any other amounts required to be deposited in the certificate account as provided in the related pooling and servicing agreement and described in the prospectus supplement.

Withdrawals. Unless otherwise provided in the related pooling and servicing agreement and described in the prospectus supplement, the master servicer, trustee or special servicer may make withdrawals from the certificate account for each trust fund for any of the following purposes:


	(i)	to make distributions to the certificateholders on each distribution date;

	(ii)	to reimburse the master servicer or any other specified person for unreimbursed amounts advanced by it as described under “Description of the Certificates—Advances in Respect of Delinquencies,” such reimbursement to be made out of amounts received which were identified and applied by the master servicer as late collections of interest (net of related servicing fees) on and principal of the particular mortgage loans with respect to which the advances were made or out of amounts drawn under any form of credit support with respect to such mortgage loans;

	(iii)	to reimburse the master servicer or a special servicer for unpaid servicing fees earned by it and certain unreimbursed servicing expenses incurred by it with respect to mortgage loans in the trust fund and properties acquired in respect thereof, such reimbursement to be made out of amounts that represent liquidation proceeds and insurance proceeds collected on the particular mortgage loans and properties, and net income collected on the particular properties, with respect to which such fees were earned or such expenses were incurred or out of amounts drawn under any form of credit support with respect to such mortgage loans and properties;

	(iv)	to reimburse the master servicer or any other specified person for any advances described in clause (ii) above made by it, any servicing expenses referred to in clause (iii) above incurred by it and any servicing fees earned by it, which, in the good faith judgment of the master servicer or such other person, will not be recoverable from the amounts described in clauses (ii) and (iii), respectively, such reimbursement to be made from amounts collected on other mortgage loans in the related trust fund or, if and to the extent so provided by the related pooling and servicing agreement and described in the prospectus supplement, only from that portion of amounts collected on such other mortgage loans that is otherwise distributable on one or more classes of subordinate certificates of the related series;

	(v)	if and to the extent described in the prospectus supplement, to pay the master servicer, a special servicer or another specified entity (including a provider of credit support) interest


		accrued on the advances described in clause (ii) above made by it and the servicing expenses described in clause (iii) above incurred by it while such remain outstanding and unreimbursed;

	(vi)	to pay for costs and expenses incurred by the trust fund for environmental site assessments performed with respect to mortgaged properties that constitute security for defaulted mortgage loans, and for any containment, clean-up or remediation of hazardous wastes and materials present on such mortgaged properties, as described under “—Realization Upon Defaulted Mortgage Loans;”

	(vii)	to reimburse the master servicer, the depositor, or any of their respective directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under “—Certain Matters Regarding the Master Servicer and the Depositor;”

	(viii)	if and to the extent described in the prospectus supplement, to pay the fees of the trustee;

	(ix)	to reimburse the trustee or any of its directors, officers, employees and agents, as the case may be, for certain expenses, costs and liabilities incurred thereby, as and to the extent described under “—Certain Matters Regarding the Trustee;”

	(x)	to pay the master servicer or the trustee, as additional compensation, interest and investment income earned in respect of amounts held in the certificate account and, to the extent described in the prospectus supplement, prepayment interest excesses collected from borrowers in connection with prepayments of mortgage loans and late charges and default interest collected from borrowers;

	(xi)	to pay (generally from related income) for costs incurred in connection with the operation, management and maintenance of any mortgaged property acquired by the trust fund by foreclosure or otherwise;

	(xii)	if one or more elections have been made to treat the trust fund or designated portions thereof as a REMIC, to pay any federal, state or local taxes imposed on the trust fund or its assets or transactions, as and to the extent described under “Material Federal Income Tax Consequences—Taxation of Owners of REMIC Residual Certificates—Prohibited Transactions Tax and Other Taxes;”

	(xiii)	to pay for the cost of an independent appraiser or other expert in real estate matters retained to determine a fair sale price for a defaulted mortgage loan or a property acquired in respect thereof in connection with the liquidation of such mortgage loan or property;

	(xiv)	to pay for the cost of various opinions of counsel obtained pursuant to the related pooling and servicing agreement for the benefit of certificateholders;

	(xv)	to pay for the cost of recording the pooling and servicing agreement if recorded in accordance with the pooling and servicing agreement;

	(xvi)	to make any other withdrawals permitted by the related pooling and servicing agreement and described in the prospectus supplement; and

	(xvii)	to clear and terminate the certificate account upon the termination of the trust fund.

Master Servicer. The master servicer for any mortgage pool, directly or through sub-servicers, will be required to make reasonable efforts to collect all scheduled mortgage loan payments and will be required to follow such collection procedures as it would follow with respect to mortgage loans that are comparable to such mortgage loans and held for its own account, provided such procedures are consistent with (i) the terms of the related pooling and servicing agreement and any related instrument of credit support included

The master servicer will also be required to perform other customary functions of a servicer of comparable loans, including maintaining escrow or impound accounts for payment of taxes, insurance premiums and similar items, or otherwise monitoring the timely payment of those items; attempting to collect delinquent payments; supervising foreclosures; conducting property inspections on a periodic or other basis; managing REO Properties; and maintaining servicing records relating to the mortgage loans. Generally, the master servicer will be responsible for filing and settling claims in respect of particular mortgage loans under any applicable instrument of credit support. See “Description of Credit Support.”

A master servicer may agree to modify, waive or amend any term of any mortgage loan serviced by it in a manner consistent with the servicing standard specified in the pooling and servicing agreement; provided that the modification, waiver or amendment will not (i) affect the amount or timing of any scheduled payments of principal or interest on the mortgage loan or (ii) in the judgment of the master servicer, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due thereon. A master servicer also may agree to any other modification, waiver or amendment if, in its judgment (x) a material default on the mortgage loan has occurred or a payment default is imminent and (y) such modification, waiver or amendment is reasonably likely to produce a greater recovery with respect to the mortgage loan on a present value basis than would liquidation.

Sub-Servicers. A master servicer may delegate its servicing obligations in respect of the mortgage loans serviced by it to one or more third-party sub-servicers, but the master servicer will remain liable for such obligations under the related pooling and servicing agreement unless otherwise provided in the prospectus supplement. Unless otherwise provided in the prospectus supplement, each sub-servicing agreement between a master servicer and a sub-servicer must provide that, if for any reason the master servicer is no longer acting in such capacity, the trustee or any successor master servicer may assume the master servicer’s rights and obligations under such sub-servicing agreement.

Generally, the master servicer will be solely liable for all fees owed by it to any sub-servicer, irrespective of whether the master servicer’s compensation pursuant to the related pooling and servicing agreement is sufficient to pay such fees. Each sub-servicer will be reimbursed by the master servicer for certain expenditures which it makes, generally to the same extent the master servicer would be reimbursed under a pooling and servicing agreement. See “—Certificate Account” and “—Servicing Compensation and Payment of Expenses.”

Special Servicers. If and to the extent specified in the prospectus supplement, a special servicer may be a party to the related pooling and servicing agreement or may be appointed by the master servicer or another specified party to perform certain specified duties (for example, the servicing of defaulted mortgage loans) in respect of the servicing of the related mortgage loans. The special servicer under a pooling and servicing agreement may be an affiliate of the depositor and may have other normal business relationships with the depositor or the depositor’s affiliates. The master servicer will be liable for the performance of a special servicer only if, and to the extent, set forth in the prospectus supplement.

Each pooling and servicing agreement may provide that neither the special servicer nor any director, officer, employee or agent of the special servicer will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the pooling and servicing agreement or for errors in judgment; provided, however, that neither the special servicer nor any such person will be protected against any breach of a representation, warranty or covenant made in such pooling and servicing agreement, or against any expense or liability that such person is specifically required to bear pursuant to the terms of such pooling and servicing agreement, or against any liability that would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties thereunder.

A borrower’s failure to make required mortgage loan payments may mean that operating income is insufficient to service the mortgage debt, or may reflect the diversion of that income from the servicing of the mortgage debt. In addition, a borrower that is unable to make mortgage loan payments may also be unable to make timely payment of taxes and to otherwise maintain and insure the related mortgaged property. In general, the related master servicer will be required to monitor any mortgage loan that is in default, evaluate whether the causes of the default can be corrected over a reasonable period without significant impairment of the value of the related mortgaged property, initiate corrective action in cooperation with the borrower if cure is likely, inspect the related mortgaged property and take such other actions as are consistent with the servicing standard specified in the pooling and servicing agreement. A significant period of time may elapse before the master servicer is able to assess the success of any such corrective action or the need for additional initiatives.

The time within which the master servicer can make the initial determination of appropriate action, evaluate the success of corrective action, develop additional initiatives, institute foreclosure proceedings and actually foreclose (or accept a deed to a mortgaged property in lieu of foreclosure) on behalf of the certificateholders may vary considerably depending on the particular mortgage loan, the mortgaged property, the borrower, the presence of an acceptable party to assume the mortgage loan and the laws of the jurisdiction in which the mortgaged property is located. If a borrower files a bankruptcy petition, the master servicer may not be permitted to accelerate the maturity of the related mortgage loan or to foreclose on the mortgaged property for a considerable period of time. See “Certain Legal Aspects of Mortgage Loans and Leases.”

A pooling and servicing agreement may grant to the master servicer, a special servicer, a provider of credit support and/or the holder or holders of certain classes of certificates of the related series a right of first refusal to purchase from the trust fund, at a predetermined purchase price (which, if insufficient to fully fund the entitlements of certificateholders to principal and interest thereon, will be specified in the prospectus supplement), any mortgage loan as to which a specified number of scheduled payments are delinquent. In addition, the prospectus supplement may specify other methods for the sale or disposal of defaulted mortgage loans pursuant to the terms of the related pooling and servicing agreement.

If a default on a mortgage loan has occurred, the master servicer, on behalf of the trustee, may at any time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title to the related mortgaged property, by operation of law or otherwise, if such action is consistent with the servicing standard specified in the pooling and servicing agreement. Unless otherwise specified in the prospectus supplement, the master servicer may not, however, acquire title to any mortgaged property or take any other action that would cause the trustee, for the benefit of certificateholders of the related series, or any other specified person to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or an “operator” of, such mortgaged property within the meaning of certain federal environmental laws, unless the master servicer has previously determined, based on a report prepared by a person who regularly conducts environmental audits (which report will be an expense of the trust fund), that:


	(i)	either the mortgaged property is in compliance with applicable environmental laws and regulations or, if not, that taking such actions as are necessary to bring the mortgaged property into compliance therewith is reasonably likely to produce a greater recovery on a present value basis than not taking such actions; and

	(ii)	either there are no circumstances or conditions present at the mortgaged property relating to the use, management or disposal of hazardous materials for which investigation, testing, monitoring, containment, cleanup or remediation could be required under any applicable environmental laws and regulations or, if such circumstances or conditions are present for which any such action could reasonably be expected to be required, taking such actions with respect to the mortgaged property is reasonably likely to produce a greater recovery on a


		present value basis than not taking such actions. See “Certain Legal Aspects of Mortgage Loans and Leases—Environmental Considerations.”

If title to any mortgaged property is acquired by a trust fund as to which a REMIC election has been made, the master servicer, on behalf of the trust fund, will be required to sell the mortgaged property by the end of the third calendar year following the year of acquisition or unless (i) the Internal Revenue Service grants an extension of time to sell such property or (ii) the trustee receives an opinion of independent counsel to the effect that the holding of the property by the trust fund for more than three years after the end of the calendar year in which it was acquired will not result in the imposition of a tax on the trust fund or cause the trust fund to fail to qualify as a REMIC under the Code at any time that any certificate is outstanding. Subject to the foregoing, the master servicer will generally be required to solicit bids for any mortgaged property so acquired in such a manner as will be reasonably likely to realize a fair price for such property. If the trust fund acquires title to any mortgaged property, the master servicer, on behalf of the trust fund, may retain an independent contractor to manage and operate such property. The retention of an independent contractor, however, will not relieve the master servicer of its obligation to manage such mortgaged property in a manner consistent with the servicing standard specified in the pooling and servicing agreement.

If liquidation proceeds collected with respect to a defaulted mortgage loan are less than the outstanding principal balance of the defaulted mortgage loan plus interest accrued thereon plus the aggregate amount of reimbursable expenses incurred by the master servicer with respect to such mortgage loan, the trust fund will realize a loss in the amount of such difference. The master servicer will be entitled to reimburse itself from the liquidation proceeds recovered on any defaulted mortgage loan (prior to the distribution of such liquidation proceeds to certificateholders), amounts that represent unpaid servicing compensation in respect of the mortgage loan, unreimbursed servicing expenses incurred with respect to the mortgage loan and any unreimbursed advances of delinquent payments made with respect to the mortgage loan.

Each pooling and servicing agreement may require the related master servicer to cause each mortgage loan borrower to maintain a hazard insurance policy that provides for such coverage as is required under the related mortgage or, if the mortgage permits the holder thereof to dictate to the borrower the insurance coverage to be maintained on the related mortgaged property, such coverage as is consistent with the requirements of the servicing standard specified in the pooling and servicing agreement. Such coverage generally will be in an amount equal to the lesser of the principal balance owing on such mortgage loan and the replacement cost of the mortgaged property, but in either case not less than the amount necessary to avoid the application of any co-insurance clause contained in the hazard insurance policy. The ability of the master servicer to assure that hazard insurance proceeds are appropriately applied may be dependent upon its being named as an additional insured under any hazard insurance policy and under any other insurance policy referred to below, or upon the extent to which information concerning covered losses is furnished by borrowers. All amounts collected by the master servicer under any such policy (except for amounts to be applied to the restoration or repair of the mortgaged property or released to the borrower in accordance with the master servicer’s normal servicing procedures and/or to the terms and conditions of the related mortgage and mortgage note) will be deposited in the related certificate account. The pooling and servicing agreement may provide that the master servicer may satisfy its obligation to cause each borrower to maintain such a hazard insurance policy by maintaining a blanket policy insuring against hazard losses on all of the mortgage loans in the related trust fund. If such blanket policy contains a deductible clause, the master servicer will be required, in the event of a casualty covered by such blanket policy, to deposit in the related certificate account all sums that would have been deposited therein but for such deductible clause.

In general, the standard form of fire and extended coverage policy covers physical damage to or destruction of the improvements of the property by fire, lightning, explosion, smoke, windstorm and hail, riot, strike and civil commotion, subject to the conditions and exclusions specified in each policy. Although

The hazard insurance policies covering the mortgaged properties will typically contain co-insurance clauses that in effect require an insured at all times to carry insurance of a specified percentage (generally 80% to 90%) of the full replacement value of the improvements on the property in order to recover the full amount of any partial loss. If the insured’s coverage falls below this specified percentage, such clauses generally provide that the insurer’s liability in the event of partial loss does not exceed the lesser of (i) the replacement cost of the improvements less physical depreciation and (ii) such proportion of the loss as the amount of insurance carried bears to the specified percentage of the full replacement cost of such improvements.

Certain of the mortgage loans may contain a due-on-sale clause that entitles the lender to accelerate payment of the mortgage loan upon any sale or other transfer of the related mortgaged property made without the lender’s consent. Certain of the mortgage loans may also contain a due-on-encumbrance clause that entitles the lender to accelerate the maturity of the mortgage loan upon the creation of any other lien or encumbrance upon the mortgaged property. The master servicer will determine whether to exercise any right the trustee may have under any such provision in a manner consistent with the servicing standard specified in the pooling and servicing agreement. Unless otherwise specified in the prospectus supplement, the master servicer will be entitled to retain as additional servicing compensation any fee collected in connection with the permitted transfer of a mortgaged property. See “Certain Legal Aspects of Mortgage Loans and Leases—Due-on-Sale and Due-on-Encumbrance.”

Generally, a master servicer’s primary servicing compensation with respect to a series of certificates will come from the periodic payment to it of a portion of the interest payments on each mortgage loan in the related trust fund. Since that compensation is generally based on a percentage of the principal balance of each such mortgage loan outstanding from time to time, it will decrease in accordance with the amortization of the mortgage loans. The prospectus supplement with respect to a series of certificates may provide that, as additional compensation, the master servicer may retain all or a portion of late payment charges, prepayment premiums, modification fees and other fees collected from borrowers and any interest or other income that may be earned on funds held in the certificate account. Any sub-servicer will receive a portion of the master servicer’s compensation as its sub-servicing compensation.

In addition to amounts payable to any sub-servicer, a master servicer may be required, to the extent provided in the prospectus supplement, to pay from amounts that represent its servicing compensation certain expenses incurred in connection with the administration of the related trust fund, including, without limitation, payment of the fees and disbursements of independent accountants and payment of expenses incurred in connection with distributions and reports to certificateholders. Certain other expenses, including certain expenses related to mortgage loan defaults and liquidations and, to the extent so provided in the prospectus supplement, interest on such expenses at the rate specified therein, and the fees of the trustee and any special servicer, may be required to be borne by the trust fund.

If and to the extent provided in the prospectus supplement, the master servicer may be required to apply a portion of the servicing compensation otherwise payable to it in respect of any period to prepayment interest shortfalls.

See “Yield Considerations—Shortfalls in Collections of Interest Resulting from Prepayments.”

Each pooling and servicing agreement may require that, on or before a specified date in each year, the master servicer cause a firm of independent public accountants to furnish a statement to the trustee to the effect that, based on an examination by such firm conducted substantially in compliance with the Uniform Single Audit Program for Mortgage Bankers, the servicing by or on behalf of the master servicer of mortgage loans under pooling and servicing agreements substantially similar to each other (which may include the related pooling and servicing agreement) was conducted through the preceding calendar year or other specified twelve-month period in compliance with the terms of such agreements except for any significant exceptions or errors in records that, in the opinion of such firm, paragraph 4 of the Uniform Single Audit Program for Mortgage Bankers requires it to report. Each pooling and servicing agreement will also provide for delivery to the trustee, on or before a specified date in each year, of a statement signed by one or more officers of the master servicer to the effect that the master servicer has fulfilled its material obligations under the pooling and servicing agreement throughout the preceding calendar year or other specified twelve-month period.

Copies of the annual accountants’ statement and the statement of officers of a master servicer will be made available to certificateholders upon written request to the master servicer.

The master servicer under a pooling and servicing agreement may be an affiliate of the depositor and may have other normal business relationships with the depositor or the depositor’s affiliates. The related pooling and servicing agreement may permit the master servicer to resign from its obligations thereunder upon a determination that such obligations are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it at the date of the pooling and servicing agreement. Unless applicable law requires the master servicer’s resignation to be effective immediately, no such resignation will become effective until the trustee or a successor servicer has assumed the master servicer’s obligations and duties under the pooling and servicing agreement. The related pooling and servicing agreement may also provide that the master servicer may resign at any other time provided that (i) a willing successor master servicer has been found, (ii) each of the rating agencies that has rated any one or more classes of certificates of the related series confirms in writing that the successor’s appointment will not result in a withdrawal, qualification or downgrade of any rating or ratings assigned to any such class of certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. Unless otherwise specified in the prospectus supplement, the master servicer will also be required to maintain a fidelity bond and errors and omissions policy that provides coverage against losses that may be sustained as a result of an officer’s or employee’s misappropriation of funds, errors and omissions or negligence, subject to certain limitations as to amount of coverage, deductible amounts, conditions, exclusions and exceptions.

Each pooling and servicing agreement may further provide that none of the master servicer, the depositor and any director, officer, employee or agent of either of them will be under any liability to the related trust fund or certificateholders for any action taken, or not taken, in good faith pursuant to the pooling and servicing agreement or for errors in judgment; provided, however, that none of the master servicer, the depositor and any such person will be protected against any breach of a representation, warranty or covenant made in such pooling and servicing agreement, or against any expense or liability that such person is specifically required to bear pursuant to the terms of such pooling and servicing agreement, or against any liability that would otherwise be imposed by reason of misfeasance, bad faith or negligence in the performance of obligations or duties thereunder. Unless otherwise specified in the prospectus supplement, each pooling and servicing agreement will further provide that the master servicer, the depositor and any director, officer, employee or agent of either of them will be entitled to indemnification by the related trust fund against any loss, liability or expense incurred in connection with the pooling and servicing agreement or the related series of certificates; provided, however, that such indemnification will not extend to any loss, liability or expense (i) that such person is specifically required

to bear pursuant to the terms of such agreement, and is not reimbursable pursuant to the pooling and servicing agreement; (ii) incurred in connection with any breach of a representation, warranty or covenant made in the pooling and servicing agreement; (iii) incurred by reason of misfeasance, bad faith or negligence in the performance of obligations or duties under the pooling and servicing agreement. In addition, each pooling and servicing agreement will provide that neither the master servicer nor the depositor will be under any obligation to appear in, prosecute or defend any legal action unless such action is related to its respective duties under the pooling and servicing agreement and, unless it has received sufficient assurance as to the reimbursement of the costs and liabilities of such legal action or, in its opinion such legal action does not involve it in any expense or liability. However, each of the master servicer and the depositor will be permitted, in the exercise of its discretion, to undertake any such action that it may deem necessary or desirable with respect to the enforcement and/or protection of the rights and duties of the parties to the pooling and servicing agreement and the interests of the certificateholders thereunder. In such event, the legal expenses and costs of such action, and any liability resulting therefrom, will be expenses, costs and liabilities of the certificateholders, and the master servicer or the depositor, as the case may be, will be entitled to charge the related certificate account therefor.

Subject, in certain circumstances, to the satisfaction of certain conditions that may be required in the related pooling and servicing agreement, any person into which the master servicer or the depositor may be merged or consolidated, or any person resulting from any merger or consolidation to which the master servicer or the depositor is a party, or any person succeeding to the business of the master servicer or the depositor, will be the successor of the master servicer or the depositor, as the case may be, under the related pooling and servicing agreement.

The events of default for a series of certificates under the related pooling and servicing agreement generally will include (i) any failure by the master servicer to distribute or cause to be distributed to certificateholders, or to remit to the trustee for distribution to certificateholders in a timely manner, any amount required to be so distributed or remitted, provided that such failure is permitted so long as the failure is corrected by 10:00 a.m. on the related distribution date, (ii) any failure by the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or obligations under the pooling and servicing agreement which continues unremedied for 30 days after written notice of such failure has been given to the master servicer or the special servicer, as applicable, by any party to the pooling and servicing agreement, or to the master servicer or the special servicer, as applicable, by certificateholders entitled to not less than 25% (or such other percentage specified in the prospectus supplement) of the voting rights for such series (subject to certain extensions provided in the related pooling and servicing agreement); and (iii) certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings in respect of or relating to the master servicer or the special servicer and certain actions by or on behalf of the master servicer or the special servicer indicating its insolvency or inability to pay its obligations. Material variations to the foregoing events of default (other than to add thereto or shorten cure periods or eliminate notice requirements) will be specified in the prospectus supplement.

So long as an event of default under a pooling and servicing agreement remains unremedied, the depositor or the trustee will be authorized, and at the direction of certificateholders entitled to not less than 25% (or such other percentage specified in the prospectus supplement) of the voting rights for such series, the trustee will be required, to terminate all of the rights and obligations of the master servicer as master servicer under the pooling and servicing agreement, whereupon the trustee will succeed to all of the responsibilities, duties and liabilities of the master servicer under the pooling and servicing agreement (except that if the master servicer is required to make advances in respect of mortgage loan delinquencies, but the trustee is prohibited by law from obligating itself to do so, or if the prospectus supplement so specifies, the trustee will not be obligated to make such advances) and will be entitled to similar

No certificateholder will have the right under any pooling and servicing agreement to institute any proceeding with respect thereto unless such holder previously has given to the trustee written notice of default and unless certificateholders entitled to at least 25% (or such other percentage specified in the prospectus supplement) of the voting rights for the related series shall have made written request upon the trustee to institute such proceeding in its own name as trustee thereunder and shall have offered to the trustee reasonable indemnity, and the trustee for 60 days (or such other period specified in the prospectus supplement) shall have neglected or refused to institute any such proceeding. The trustee, however, will be under no obligation to exercise any of the trusts or powers vested in it by any pooling and servicing agreement or to make any investigation of matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the holders of certificates of the related series, unless such certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby.

Each pooling and servicing agreement may be amended by the parties thereto, without the consent of any of the holders of the related certificates, (i) to cure any ambiguity, (ii) to correct, modify or supplement any provision in the pooling and servicing agreement that may be inconsistent with any other provision therein, (iii) to add any other provisions with respect to matters or questions arising under the pooling and servicing agreement that are not inconsistent with the provisions thereof, (iv) to comply with any requirements imposed by the Code or (v) for any other purpose; provided that such amendment (other than an amendment for the purpose specified in clause (iv) above) may not (as evidenced by an opinion of counsel to such effect satisfactory to the trustee) adversely affect in any material respect the interests of any such holder. Each pooling and servicing agreement may also be amended for any purpose by the parties, with the consent of certificateholders entitled to at least 51% (or such other percentage specified in the prospectus supplement) of the voting rights for the related series allocated to the affected classes; provided, however, that no such amendment may (x) reduce in any manner the amount of, or delay the timing of, payments received or advanced on mortgage loans that are required to be distributed in respect of any certificate without the consent of the holder of such certificate, (y) adversely affect in any material respect the interests of the holders of any class of certificates, in a manner other than as described in clause (x), without the consent of the holders of all certificates of such class or (z) modify the provisions of the pooling and servicing agreement described in this paragraph without the consent of the holders of all certificates of the related series. However, unless otherwise specified in the related pooling and servicing agreement, the trustee will be prohibited from consenting to any amendment of a pooling and servicing agreement pursuant to which a REMIC election is to be or has been made unless the trustee shall first have received an opinion of counsel to the effect that such amendment will not result in the imposition of a tax on the related trust fund or cause the related trust fund to fail to qualify as a REMIC at any time that the related certificates are outstanding.

Upon written request of any certificateholder of record made for purposes of communicating with other holders of certificates of the same series with respect to their rights under the related pooling and servicing agreement, the trustee or other specified person will afford such certificateholder access, during normal business hours, to the most recent list of certificateholders of that series then maintained by such person.

The trustee under each pooling and servicing agreement will be named in the related prospectus supplement. The commercial bank, national banking association, banking corporation or trust company that serves as trustee may have typical banking relationships with the depositor and its affiliates and with any master servicer and its affiliates.

The trustee for a series of certificates will make no representation as to the validity or sufficiency of the related pooling and servicing agreement, the certificates or any mortgage loan or related document and will not be accountable for the use or application by or on behalf of any master servicer of any funds paid to the master servicer or any special servicer in respect of the certificates or the mortgage loans, or any funds deposited into or withdrawn from the certificate account or any other account by or on behalf of the master servicer or any special servicer. If no event of default under a related pooling and servicing agreement has occurred and is continuing, the trustee will be required to perform only those duties specifically required under the related pooling and servicing agreement. However, upon receipt of any of the various certificates, reports or other instruments required to be furnished to it pursuant to the pooling and servicing agreement, the trustee will be required to examine such documents and to determine whether they conform to the requirements of the pooling and servicing agreement.

The trustee for a series of certificates may be entitled to indemnification, from amounts held in the related certificate account, for any loss, liability or expense incurred by the trustee in connection with the trustee’s acceptance or administration of its trusts under the related pooling and servicing agreement; provided, however, that such indemnification will not extend to any loss, liability or expense that constitutes a specific liability imposed on the trustee pursuant to the pooling and servicing agreement, or to any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence on the part of the trustee in the performance of its obligations and duties thereunder, or by reason of its reckless disregard of such obligations or duties, or as may arise from a breach of any representation, warranty or covenant of the trustee made in the pooling and servicing agreement. As and to the extent described in the prospectus supplement, the fees and normal disbursements of any trustee may be the expense of the related master servicer or other specified person or may be required to be borne by the related trust fund.

The trustee for a series of certificates will be permitted at any time to resign from its obligations and duties under the related pooling and servicing agreement by giving written notice thereof to the depositor. Upon receiving such notice of resignation, the master servicer (or such other person as may be specified in the prospectus supplement) will be required to use reasonable efforts to promptly appoint a successor trustee. If no successor trustee shall have accepted an appointment within a specified period after the giving of such notice of resignation, the resigning trustee may petition any court of competent jurisdiction to appoint a successor trustee.

Unless otherwise provided in the prospectus supplement, if at any time the trustee ceases to be eligible to continue as such under the related pooling and servicing agreement, or if at any time the trustee becomes incapable of acting, or if certain events of (or proceedings in respect of) bankruptcy or insolvency occur with respect to the trustee, the depositor will be authorized to remove the trustee and appoint a successor trustee. In addition, unless otherwise provided in the prospectus supplement, holders of the certificates of any series entitled to at least 51% (or such other percentage specified in the prospectus supplement) of the voting rights for such series may at any time (with or without cause) remove the trustee and appoint a successor trustee.

Any resignation or removal of the trustee and appointment of a successor trustee will not become effective until acceptance of appointment by the successor trustee.

Credit support may be provided with respect to one or more classes of the certificates of any series, or with respect to the related mortgage assets. Credit support may be in the form of over-collateralization, a letter of credit, the subordination of one or more classes of certificates, the use of a pool insurance policy or guarantee insurance, the establishment of one or more reserve funds or another method of credit support described in the prospectus supplement, or any combination of the foregoing. If so provided in the prospectus supplement, any form of credit support may provide credit enhancement for more than one series of certificates to the extent described in the prospectus supplement.

The credit support generally will not provide protection against all risks of loss and will not guarantee payment to certificateholders of all amounts to which they are entitled under the related pooling and servicing agreement. If losses or shortfalls occur that exceed the amount covered by the credit support or that are not covered by the credit support, certificateholders will bear their allocable share of deficiencies. Moreover, if a form of credit support covers more than one series of certificates, holders of certificates of one series will be subject to the risk that such credit support will be exhausted by the claims of the holders of certificates of one or more other series before the former receive their intended share of such coverage.

If credit support is provided with respect to one or more classes of certificates of a series, or with respect to the related mortgage assets, the prospectus supplement will include a description of (i) the nature and amount of coverage under such credit support, (ii) any conditions to payment thereunder not otherwise described in this prospectus, (iii) the conditions (if any) under which the amount of coverage under such credit support may be reduced and under which such credit support may be terminated or replaced and (iv) the material provisions relating to such credit support. Additionally, the prospectus supplement will set forth certain information with respect to the obligor under any instrument of credit support, generally including (w) a brief description of its principal business activities, (x) its principal place of business, place of incorporation and the jurisdiction under which it is chartered or licensed to do business, (y) if applicable, the identity of the regulatory agencies that exercise primary jurisdiction over the conduct of its business and (z) its total assets, and its stockholders equity or policyholders’ surplus, if applicable, as of a date that will be specified in the prospectus supplement. See “Risk Factors—Credit Support May Not Cover Losses or Risks Which Could Adversely Affect Payment on Your Certificates.”

If so specified in the prospectus supplement, one or more classes of certificates of a series may be subordinate certificates which are subordinated in right of payment to one or more other classes of senior certificates. If so provided in the prospectus supplement, the subordination of a class may apply only in the event of (or may be limited to) certain types of losses or shortfalls. The prospectus supplement will set forth information concerning the amount of subordination provided by a class or classes of subordinate certificates in a series, the circumstances under which such subordination will be available and the manner in which the amount of subordination will be made available.

If the mortgage assets in any trust fund are divided into separate groups, each supporting a separate class or classes of certificates of a series, credit support may be provided by cross-support provisions requiring that distributions be made on senior certificates evidencing interests in one group of mortgage assets prior to distributions on subordinate certificates evidencing interests in a different group of mortgage assets within the trust fund. The prospectus supplement for a series that includes a cross-support provision will describe the manner and conditions for applying such provisions.

If so provided in the prospectus supplement for a series of certificates, mortgage loans included in the related trust fund will be covered for certain default risks by insurance policies or guarantees. To the extent material, a copy of each such instrument will accompany the Current Report on Form 8-K to be filed with the Securities and Exchange Commission within 15 days of issuance of the certificates of the related series.

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by one or more letters of credit, issued by a bank or financial institution specified in such prospectus supplement. Under a letter of credit, the bank or financial institution providing the letter of credit will be obligated to honor draws thereunder in an aggregate fixed dollar amount, net of unreimbursed payments thereunder, generally equal to a percentage specified in the prospectus supplement of the aggregate principal balance of the mortgage assets on the related Cut-Off Date or of the initial aggregate certificate balance of one or more classes of certificates. If so specified in the prospectus supplement, the letter of credit may permit draws only in the event of certain types of losses and shortfalls. The amount available under the letter of credit will, in all cases, be reduced to the extent of the unreimbursed payments thereunder and may otherwise be reduced as described in the prospectus supplement. The obligations of the bank or financial institution providing the letter of credit for each series of certificates will expire at the earlier of the date specified in the prospectus supplement or the termination of the trust fund. A copy of any such letter of credit will accompany the Current Report on Form 8-K to be filed with the Securities and Exchange Commission within 15 days of issuance of the certificates of the related series.

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered by insurance policies and/or surety bonds provided by one or more insurance companies or sureties. Such instruments may cover, with respect to one or more classes of certificates of the related series, timely distributions of interest and/or full distributions of principal on the basis of a schedule of principal distributions set forth in or determined in the manner specified in the prospectus supplement. A copy of any such instrument will accompany the Current Report on Form 8-K to be filed with the Securities and Exchange Commission within 15 days of issuance of the certificates of the related series.

If so provided in the prospectus supplement for a series of certificates, deficiencies in amounts otherwise payable on such certificates or certain classes thereof will be covered (to the extent of available funds) by one or more reserve funds in which cash, a letter of credit, permitted investments, a demand note or a combination thereof will be deposited, in the amounts specified in such prospectus supplement. If so specified in the prospectus supplement, the reserve fund for a series may also be funded over time by a specified amount of the collections received on the related mortgage assets.

Amounts on deposit in any reserve fund for a series, together with the reinvestment income thereon, if any, will be applied for the purposes, in the manner, and to the extent specified in the prospectus supplement. If so specified in the prospectus supplement, reserve funds may be established to provide protection only against certain types of losses and shortfalls. Following each distribution date, amounts in a reserve fund in excess of any amount required to be maintained in the reserve fund may be released from the reserve fund under the conditions and to the extent specified in the prospectus supplement.

If so specified in the prospectus supplement, amounts deposited in any reserve fund will be invested in permitted investments, such as United States government securities and other investment grade obligations specified in the related pooling and servicing agreement. Unless otherwise specified in the prospectus

If so provided in the prospectus supplement for a series of certificates, any CMBS included in the related trust fund and/or the related underlying mortgage loans may be covered by one or more of the types of credit support described in this prospectus. The prospectus supplement for any series of certificates evidencing an interest in a trust fund that includes CMBS will describe to the extent information is available and deemed material, any similar forms of credit support that are provided by or with respect to, or are included as part of the trust fund evidenced by or providing security for, such CMBS. The type, characteristic and amount of credit support will be determined based on the characteristics of the mortgage assets and other factors and will be established, in part, on the basis of requirements of each rating agency rating the certificates of such series. If so specified in the prospectus supplement, any such credit support may apply only in the event of certain types of losses or delinquencies and the protection against losses or delinquencies provided by such credit support will be limited.

The following discussion contains general summaries of certain legal aspects of loans secured by commercial and multifamily residential properties. Because such legal aspects are governed by applicable state law (which laws may differ substantially), the summaries do not purport to be complete, to reflect the laws of any particular state, or to encompass the laws of all states in which the security for the mortgage loans (or mortgage loans underlying any CMBS) is situated. Accordingly, the summaries are qualified in their entirety by reference to the applicable laws of those states. See “Description of the Trust Funds—Mortgage Loans—Leases.” For purposes of the following discussion, “mortgage loan” includes a mortgage loan underlying a CMBS.

Each mortgage loan will be evidenced by a note or bond and secured by an instrument granting a security interest in real property, which may be a mortgage, deed of trust or a deed to secure debt, depending upon the prevailing practice and law in the state in which the related mortgaged property is located. Mortgages, deeds of trust and deeds to secure debt are collectively referred to as “mortgages” in this prospectus and, unless otherwise specified, in any prospectus supplement. A mortgage creates a lien upon, or grants a title interest in, the real property covered thereby, and represents the security for the repayment of the indebtedness customarily evidenced by a promissory note. The priority of the lien created or interest granted will depend on the terms of the mortgage and, in some cases, on the terms of separate subordination agreements or intercreditor agreements with others that hold interests in the real property, the knowledge of the parties to the mortgage and, generally, the order of recordation of the mortgage in the appropriate public recording office. However, the lien of a recorded mortgage will generally be subordinate to later-arising liens for real estate taxes and assessments and other charges imposed under governmental police powers. Additionally, in some states, mechanic’s and materialman’s liens have priority over mortgage liens.

The mortgagee’s authority under a mortgage, the beneficiary’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws (including, without limitation, the Soldiers’ and Sailors’ Civil Relief Act of 1940) and, in some deed of trust transactions, the trustee’s authority is further limited by the directions of the beneficiary.

There are two parties to a mortgage: a mortgagor (the borrower and usually the owner of the subject property) and a mortgagee (the lender). In a mortgage, the mortgagor grants a lien on the subject property in favor of the mortgagee. A deed of trust is a three-party instrument, among a trustor (the equivalent of a borrower), a trustee to whom the real property is conveyed, and a beneficiary (the lender) for whose benefit the conveyance is made. Under a deed of trust, the trustor grants the property to the trustee, in trust, irrevocably until the debt is paid, and generally with a power of sale. A deed to secure debt typically has two parties. The borrower, or grantor, conveys title to the real property to the grantee, or lender, generally with a power of sale, until such time as the debt is repaid. In a case where the borrower is a land trust, there would be an additional party to a mortgage instrument because legal title to the property is held by a land trustee under a land trust agreement for the benefit of the borrower. At origination of a mortgage loan involving a land trust, the borrower generally executes a separate undertaking to make payments on the mortgage note. The mortgagee’s authority under a mortgage, the trustee’s authority under a deed of trust and the grantee’s authority under a deed to secure debt are governed by the express provisions of the related instrument, the law of the state in which the real property is located, certain federal laws and, in some deed of trust transactions, the directions of the beneficiary.

Mortgages that encumber income-producing property often contain an assignment of rents and leases, pursuant to which the borrower assigns to the lender the borrower’s right, title and interest as landlord under each lease and the income derived therefrom, while (unless rents are to be paid directly to the lender) retaining a revocable license to collect the rents for so long as there is no default. If the borrower defaults, the license terminates and the lender is entitled to collect the rents. Local law may require that the lender take possession of the property and/or obtain a court-appointed receiver before becoming entitled to collect the rents. Lenders that actually take possession of the property, however, may incur potentially substantial risks attendant to being a mortgagee in possession. Such risks include liability for environmental clean-up costs and other risks inherent in property ownership. See “—Environmental Considerations.” In most states, hotel and motel room receipts/ revenues are considered accounts receivable under the Uniform Commercial Code; in cases where hotels or motels constitute loan security, the receipts/ revenues are generally pledged by the borrower as additional security for the loan. In general, the lender must file financing statements in order to perfect its security interest in the receipts/ revenues and must file continuation statements, generally every five years, to maintain perfection of such security interest. Even if the lender’s security interest in room receipts/ revenues is perfected under the Uniform Commercial Code, it will generally be required to commence a foreclosure action or otherwise take possession of the property in order to collect the room receipts/ revenues following a default. See “—Bankruptcy Laws.”

In the case of certain types of mortgaged properties, such as hotels, motels and nursing homes, personal property (to the extent owned by the borrower and not previously pledged) may constitute a significant portion of the property’s value as security. The creation and enforcement of liens on personal property are governed by the Uniform Commercial Code. Accordingly, if a borrower pledges personal property as security for a mortgage loan, the lender generally must file Uniform Commercial Code financing statements in order to perfect its security interest therein, and must file continuation statements, generally every five years, to maintain that perfection.

If specified in the prospectus supplement, the mortgage loans may consist of loans secured by “blanket mortgages” on the property owned by cooperative housing corporations. If specified in the prospectus supplement, the mortgage loans may consist of cooperative loans secured by security interests in

A cooperative generally owns in fee or has a leasehold interest in land and owns in fee or leases the building or buildings thereon and all separate dwelling units in the buildings. The cooperative is owned by tenant-stockholders who, through ownership of stock or shares in the corporation, receive proprietary leases or occupancy agreements which confer exclusive rights to occupy specific units. Generally, a tenant-stockholder of a cooperative must make a monthly payment to the cooperative representing such tenant-stockholder’s pro rata share of the cooperative’s payments for its blanket mortgage, real property taxes, maintenance expenses and other capital or ordinary expenses. The cooperative is directly responsible for property management and, in most cases, payment of real estate taxes, other governmental impositions and hazard and liability insurance. If there is a blanket mortgage or mortgages on the cooperative apartment building or underlying land, as is generally the case, or an underlying lease of the land, as is the case in some instances, the cooperative, as property mortgagor, or lessee, as the case may be, is also responsible for meeting these mortgage or rental obligations. A blanket mortgage is ordinarily incurred by the cooperative in connection with either the construction or purchase of the cooperative’s apartment building or obtaining of capital by the cooperative. The interest of the occupant under proprietary leases or occupancy agreements as to which that cooperative is the landlord are generally subordinate to the interest of the holder of a blanket mortgage and to the interest of the holder of a land lease. If the cooperative is unable to meet the payment obligations (i) arising under a blanket mortgage, the mortgagee holding a blanket mortgage could foreclose on that mortgage and terminate all subordinate proprietary leases and occupancy agreements, or (ii) arising under its land lease, the holder of the landlord’s interest under the land lease could terminate it and all subordinate proprietary leases and occupancy agreements. Also, a blanket mortgage on a cooperative may provide financing in the form of a mortgage that does not fully amortize, with a significant portion of principal being due in one final payment at maturity. The inability of the cooperative to refinance a mortgage and its consequent inability to make such final payment could lead to foreclosure by the mortgagee and termination of all proprietary leases and occupancy agreements. Similarly, a land lease has an expiration date and the inability of the cooperative to extend its term, or, in the alternative, to purchase the land, could lead to termination of the cooperatives’ interest in the property and termination of all proprietary leases and occupancy agreements. Upon foreclosure of a blanket mortgage on a cooperative, the lender would normally be required to take the mortgaged property subject to state and local regulations that afford tenants who are not shareholders various rent control and other protections. A foreclosure by the holder of a blanket mortgage or the termination of the underlying lease could eliminate or significantly diminish the value of any collateral held by a party who financed the purchase of cooperative shares by an individual tenant stockholder.

An ownership interest in a cooperative and accompanying occupancy rights are financed through a cooperative share loan evidenced by a promissory note and secured by an assignment of and a security interest in the occupancy agreement or proprietary lease and a security interest in the related cooperative shares. The lender generally takes possession of the share certificate and a counterpart of the proprietary lease or occupancy agreement and financing statements covering the proprietary lease or occupancy agreement and the cooperative shares are filed in the appropriate state and local offices to perfect the lender’s interest in its collateral. Subject to the limitations discussed below, upon default of the tenant-stockholder, the lender may sue for judgment on the promissory note, dispose of the collateral at a public or private sale or otherwise proceed against the collateral or tenant-stockholder as an individual as provided in the security agreement covering the assignment of the proprietary lease or occupancy agreement and the pledge of cooperative shares. See “—Foreclosure—Cooperative Loans” below.

Some of the mortgage loans included in a trust fund may be secured by mortgage instruments that are subordinate to mortgage instruments held by other lenders. The rights of the trust fund (and therefore the certificateholders), as holder of a junior mortgage instrument, are subordinate to those of the senior lender, including the prior rights of the senior lender to receive rents, hazard insurance and condemnation proceeds and to cause the mortgaged property to be sold upon borrower’s default and thereby extinguish the trust fund’s junior lien unless the master servicer or special servicer satisfies the defaulted senior loan, or, if permitted, asserts its subordinate interest in a property in foreclosure litigation. As discussed more fully below, in many states a junior lender may satisfy a defaulted senior loan in full, adding the amounts expended to the balance due on the junior loan. Absent a provision in the senior mortgage instrument, no notice of default is required to be given to the junior lender.

The form of the mortgage instrument used by many institutional lenders confers on the lender the right both to receive all proceeds collected under any hazard insurance policy and all awards made in connection with any condemnation proceedings, and (subject to any limits imposed by applicable state law) to apply such proceeds and awards to any indebtedness secured by the mortgage instrument in such order as the lender may determine. Thus, if improvements on a property are damaged or destroyed by fire or other casualty, or if the property is taken by condemnation, the holder of the senior mortgage instrument will have the prior right to collect any insurance proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and to apply the same to the senior indebtedness. Accordingly, only the proceeds in excess of the amount of senior indebtedness will be available to be applied to the indebtedness secured by a junior mortgage instrument.

The form of mortgage instrument used by many institutional lenders typically contains a “future advance” clause, which provides, in general, that additional amounts advanced to or on behalf of the mortgagor or trustor by the mortgagee or beneficiary are to be secured by the mortgage instrument. While such a clause is valid under the laws of most states, the priority of any advance made under the clause depends, in some states, on whether the advance was an “obligatory” or an “optional” advance. If the lender is obligated to advance the additional amounts, the advance may be entitled to receive the same priority as the amounts advanced at origination, notwithstanding that intervening junior liens may have been recorded between the date of recording of the senior mortgage instrument and the date of the future advance, and notwithstanding that the senior lender had actual knowledge of such intervening junior liens at the time of the advance. Where the senior lender is not obligated to advance the additional amounts and has actual knowledge of the intervening junior liens, the advance may be subordinate to such intervening junior liens. Priority of advances under a “future advance” clause rests, in many other states, on state law giving priority to all advances made under the loan agreement up to a “credit limit” amount stated in the recorded mortgage.

Another provision typically found in the form of mortgage instrument used by many institutional lenders permits the lender to itself perform certain obligations of the borrower (for example, the obligations to pay when due all taxes and assessments on the property and, when due, all encumbrances, charges and liens on the property that are senior to the lien of the mortgage instrument, to maintain hazard insurance on the property, and to maintain and repair the property) upon a failure of the borrower to do so, with all sums so expended by the lender becoming part of the indebtedness secured by the mortgage instrument.

The form of mortgage instrument used by many institutional lenders typically requires the borrower to obtain the consent of the lender in respect of actions affecting the mortgaged property, including the execution of new leases and the termination or modification of existing leases, the performance of alterations to buildings forming a part of the mortgaged property and the execution of management and leasing agreements for the mortgaged property. Tenants will often refuse to execute leases unless the lender executes a written agreement with the tenant not to disturb the tenant’s possession of its premises in the event of a foreclosure. A senior lender may refuse to consent to matters approved by a junior lender, with the result that the value of the security for the junior mortgage instrument is diminished.

General. Foreclosure is a legal procedure that allows the lender to seek to recover its mortgage debt by enforcing its rights and available legal remedies under the mortgage in respect of the mortgaged property. If the borrower defaults in payment or performance of its obligations under the note or mortgage, the lender has the right to institute foreclosure proceedings to sell the real property at public auction to satisfy the indebtedness.

Foreclosure Procedures Vary From State to State. Two primary methods of foreclosing a mortgage are judicial foreclosure, involving court proceedings, and non-judicial foreclosure pursuant to a power of sale usually granted in the mortgage instrument. Other foreclosure procedures are available in some states, but they are either infrequently used or available only in limited circumstances.

A foreclosure action is subject to most of the delays and expenses of other lawsuits if defenses are raised or counterclaims are interposed, and sometimes requires years to complete. Moreover, the filing by or against the borrower-mortgagor of a bankruptcy petition would impose an automatic stay on such proceedings and could further delay a foreclosure sale.

Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a court having jurisdiction over the mortgaged property. Generally, the action is initiated by the service of legal pleadings upon all parties having a subordinate interest of record in the real property and all parties in possession of the property, under leases or otherwise, whose interests are subordinate to the mortgage. Delays in completion of the foreclosure may occasionally result from difficulties in locating proper defendants. As stated above, if the lender’s right to foreclose is contested by any defendant, the legal proceedings may be time-consuming. In addition, judicial foreclosure is a proceeding in equity and, therefore, equitable defenses may be raised against the foreclosure. Upon successful completion of a judicial foreclosure proceeding, the court generally issues a judgment of foreclosure and appoints a referee or other officer to conduct a public sale of the mortgaged property, the proceeds of which are used to satisfy the judgment. Such sales are made in accordance with procedures that vary from state to state.

Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is generally accomplished by a non-judicial trustee’s sale pursuant to a power of sale typically granted in the deed of trust. A power of sale may also be contained in any other type of mortgage instrument if applicable law so permits. A power of sale under a deed of trust or mortgage allows a non-judicial public sale to be conducted generally following a request from the beneficiary/ lender to the trustee to sell the property upon default by the borrower and after notice of sale is given in accordance with the terms of the mortgage and applicable state law. In some states, prior to such sale, the trustee under the deed of trust must record a notice of default and notice of sale and send a copy to the borrower and to any other party which has recorded a request for a copy of a notice of default and notice of sale. In addition, in some states the trustee must provide notice to any other party having an interest of record in the real property, including junior lienholders. A notice of sale must be posted in a public place and, in most states, published for a specified period of time in one or more newspapers. The borrower or a junior lienholder may then have the right, during a reinstatement period required in some states, to cure the default by paying the entire actual amount in arrears (without regard to the acceleration of the indebtedness), plus the lender’s expenses incurred in enforcing the obligation. In other states, the borrower or the junior lienholder is not provided a period to reinstate the loan, but has only the right to pay off the entire debt to prevent the foreclosure sale. In addition to such cure rights, in most jurisdictions, the borrower-mortgagor or a subordinate lienholder can seek to enjoin the non-judicial foreclosure by commencing a court proceeding. Generally, state law governs the procedure for public sale, the parties entitled to notice, the method of giving notice and the applicable time periods.

Both judicial and non-judicial foreclosures may result in the termination of leases at the mortgaged property, which in turn could result in the reduction in the income for such property. Some of the factors that will determine whether or not a lease will be terminated by a foreclosure are: the provisions of applicable state law, the priority of the mortgage vis-a-vis the lease in question, the terms of the lease and

Equitable Limitations on Enforceability of Certain Provisions. United States courts have traditionally imposed general equitable principles to limit the remedies available to lenders in foreclosure actions. These principles are generally designed to relieve borrowers from the effects of mortgage defaults perceived as harsh or unfair. Relying on such principles, a court may alter the specific terms of a loan to the extent it considers necessary to prevent or remedy an injustice, undue oppression or overreaching, or may require the lender to undertake affirmative actions to determine the cause of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from a temporary financial disability. In other cases, courts have limited the right of the lender to foreclose in the case of a non-monetary default, such as a failure to adequately maintain the mortgaged property or placing a subordinate mortgage or other encumbrance upon the mortgaged property. Finally, some courts have addressed the issue of whether federal or state constitutional provisions reflecting due process concerns for adequate notice require that a borrower receive notice in addition to statutorily prescribed minimum notice. For the most part, these cases have upheld the reasonableness of the notice provisions or have found that a public sale under a mortgage providing for a power of sale does not involve sufficient state action to trigger constitutional protections.

Public Sale. A third party may be unwilling to purchase a mortgaged property at a public sale for a number of reasons, including the difficulty in determining the exact status of title to the property (due to, among other things, redemption rights that may exist) and because of the possibility that physical deterioration of the property may have occurred during the foreclosure proceedings. For these reasons, it is common for the lender to purchase the mortgaged property for an amount equal to the secured indebtedness and accrued and unpaid interest plus the expenses of foreclosure, in which event the borrower’s debt will be extinguished. Thereafter, subject to the borrower’s right in some states to remain in possession during a redemption period, the lender will become the owner of the property and have both the benefits and burdens of ownership, including the obligation to pay debt service on any senior mortgages, to pay taxes, to obtain casualty insurance and to make such repairs as are necessary to render the property suitable for sale. The costs involved in a foreclosure process can often be quite expensive; such costs may include, depending on the jurisdiction involved, legal fees, court administration fees, referee fees and transfer taxes or fees. The costs of operating and maintaining a commercial or multifamily residential property may be significant and may be greater than the income derived from that property. The lender also will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale or lease of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender’s investment in the property. Moreover, because of the expenses associated with acquiring, owning and selling a mortgaged property, a lender could realize an overall loss on a mortgage loan even if the mortgaged property is sold at foreclosure, or resold after it is acquired through foreclosure, for an amount equal to the full outstanding principal amount of the loan plus accrued interest.

The holder of a junior mortgage that forecloses on a mortgaged property does so subject to senior mortgages and any other prior liens, and may be obliged to keep senior mortgage loans current in order to avoid foreclosure of its interest in the property. In addition, if the foreclosure of a junior mortgage triggers the enforcement of a “due-on-sale” clause contained in a senior mortgage, the junior mortgagee could be required to pay the full amount of the senior mortgage indebtedness, including penalty fees and court costs, or face foreclosure.

Rights of Redemption. The purposes of a foreclosure action are to enable the lender to realize upon its security and to bar the borrower, and all persons who have interests in the property that are subordinate to that of the foreclosing lender, from exercise of their “equity of redemption.” The doctrine of equity of redemption provides that, until the property encumbered by a mortgage has been sold in accordance with a properly conducted foreclosure and foreclosure sale, those having interests that are subordinate to that of

The equity of redemption is a common-law (non-statutory) right which should be distinguished from post-sale statutory rights of redemption. In some states, after sale pursuant to a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior lienors are given a statutory period in which to redeem the property. In some states, statutory redemption may occur only upon payment of the foreclosure sale price. In other states, redemption may be permitted if the former borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property because the exercise of a right of redemption would defeat the title of any purchaser through a foreclosure. Consequently, the practical effect of the redemption right is to force the lender to maintain the property and pay the expenses of ownership until the redemption period has expired. In some states, a post-sale statutory right of redemption may exist following a judicial foreclosure, but not following a trustee’s sale under a deed of trust.

Anti-Deficiency Legislation. Some or all of the mortgage loans may be nonrecourse loans, as to which recourse in the case of default will be limited to the mortgaged property and such other assets, if any, that were pledged to secure the mortgage loan. However, even if a mortgage loan by its terms provides for recourse to the borrower’s other assets, a lender’s ability to realize upon those assets may be limited by state law. For example, in some states a lender cannot obtain a deficiency judgment against the borrower following a non-judicial foreclosure. A deficiency judgment is a personal judgment against the former borrower equal to the difference between the net amount realized upon the public sale of the real property and the amount due to the lender. Other statutes may require the lender to exhaust the security afforded under a mortgage before bringing a personal action against the borrower. In certain other states, the lender has the option of bringing a personal action against the borrower on the debt without first exhausting such security; however, in some of those states, the lender, following judgment on such personal action, may be deemed to have elected a remedy and thus may be precluded from foreclosing upon the security. Consequently, lenders in those states where such an election of remedy provision exists will usually proceed first against the security. Finally, other statutory provisions, designed to protect borrowers from exposure to large deficiency judgments that might result from bidding at below-market values at the foreclosure sale, limit any deficiency judgment to the excess of the outstanding debt over the judicially determined fair market value of the property at the time of the sale.

Leasehold Risks. Mortgage loans may be secured by a mortgage on the borrower’s leasehold interest in a ground lease. Leasehold mortgage loans are subject to certain risks not associated with mortgage loans secured by a lien on the fee estate of the borrower. The most significant of these risks is that if the borrower’s leasehold were to be terminated upon a lease default or the bankruptcy of the lessee or the lessor, the leasehold mortgagee would lose its security. This risk may be substantially lessened if the ground lease contains provisions protective of the leasehold mortgagee, such as a provision that requires the ground lessor to give the leasehold mortgagee notices of lessee defaults and an opportunity to cure them, a provision that permits the leasehold estate to be assigned to and by the leasehold mortgagee or the purchaser at a foreclosure sale, a provision that gives the leasehold mortgagee the right to enter into a new ground lease with the ground lessor on the same terms and conditions as the old ground lease or a provision that prohibits the ground lessee/borrower from treating the ground lease as terminated in the event of the ground lessor’s bankruptcy and rejection of the ground lease by the trustee for the debtor/ground lessor. Certain mortgage loans, however, may be secured by liens on ground leases that do not contain all or some of these provisions.

Regulated Healthcare Facilities. A mortgage loan may be secured by a mortgage on a nursing home or other regulated healthcare facility. In most jurisdictions, a license (which is nontransferable and may not be assigned or pledged) granted by the appropriate state regulatory authority is required to operate a regulated healthcare facility. Accordingly, the ability of a person acquiring this type of property upon a foreclosure sale to take possession of and operate the same as a regulated healthcare facility may be prohibited by applicable law. Notwithstanding the foregoing, however, in certain jurisdictions the person

Cross-Collateralization. Certain of the mortgage loans may be secured by more than one mortgage covering mortgaged properties located in more than one state. Because of various state laws governing foreclosure or the exercise of a power of sale and because, in general, foreclosure actions are brought in state court and the courts of one state cannot exercise jurisdiction over property in another state, it may be necessary upon a default under a cross-collateralized mortgage loan to foreclose on the related mortgaged properties in a particular order rather than simultaneously in order to ensure that the lien of the mortgages is not impaired or released.

Cooperative Loans. The cooperative shares owned by the tenant-stockholder and pledged to the lender are, in almost all cases, subject to restrictions on transfer as set forth in the cooperative’s certificate of incorporation and by-laws, as well as the proprietary lease or occupancy agreement, and may be cancelled by the cooperative for failure by the tenant-stockholder to pay rent or other obligations or charges owed by such tenant-stockholder, including mechanics’ liens against the cooperative apartment building incurred by such tenant-stockholder. The proprietary lease or occupancy agreement generally permit the cooperative to terminate such lease or agreement in the event an obligor fails to make payments or defaults in the performance of covenants required thereunder. Typically, the lender and the cooperative enter into a recognition agreement which establishes the rights and obligations of both parties in the event of a default by the tenant-stockholder. A default under the proprietary lease or occupancy agreement will usually constitute a default under the security agreement between the lender and the tenant-stockholder.

The recognition agreement generally provides that, in the event that the tenant-stockholder has defaulted under the proprietary lease or the occupancy agreement is terminated, the cooperative will recognize the lender’s lien against proceeds from the sale of the cooperative apartment, subject, however, to the cooperative’s right to sums due under such proprietary lease or occupancy agreement. The total amount owed to the cooperative by the tenant-stockholder, which the lender generally cannot restrict and does not monitor, could reduce the value of the collateral below the outstanding principal balance of the cooperative loan and accrued and unpaid interest thereon.

Recognition agreements also provide that in the event of a foreclosure on a cooperative loan, the lender must obtain the approval or consent of the cooperative as required by the proprietary lease before transferring the cooperative shares or assigning the proprietary lease. Generally, the lender is not limited in any rights it may have to dispossess the tenant-stockholders.

In some states, foreclosure on the cooperative shares is accomplished by a sale in accordance with the provisions of Article 9 of the Uniform Commercial Code and the security agreement relating to those shares. Article 9 of the Uniform Commercial Code requires that a sale be conducted in a “commercially reasonable” manner. Whether a foreclosure sale has been conducted in a “commercially reasonable” manner will depend on the facts in each case. In determining commercial reasonableness, a court will look to the notice given the debtor and the method, manner, time, place and terms of the foreclosure. Generally, a sale conducted according to the usual practice of banks selling similar collateral will be considered reasonably conducted.

Article 9 of the Uniform Commercial Code provides that the proceeds of the sale will be applied first to pay the costs and expenses of the sale and then to satisfy the indebtedness secured by the lender’s security interest. The recognition agreement, however, generally provides that the lender’s right to reimbursement is subject to the right of the cooperatives to receive sums due under the proprietary lease or occupancy agreement. If there are proceeds remaining, the lender must account to the tenant-stockholder for the surplus. Conversely, if a portion of the indebtedness remains unpaid, the tenant-stockholder is generally responsible for the deficiency.

Operation of the Bankruptcy Code and related state laws may interfere with or affect the ability of a lender to realize upon collateral and/or to enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) to collect a debt are automatically stayed upon the filing of the bankruptcy petition and, often, no interest or principal payments are made during the course of the bankruptcy case. The delay and the consequences thereof caused by the automatic stay can be significant. Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lienholder would stay the senior lender from proceeding with any foreclosure action.

Under the Bankruptcy Code, provided certain substantive and procedural safeguards protective of the lender’s secured claim are met, the amount and terms of a mortgage loan secured by a lien on property of the debtor may be modified under certain circumstances. For example, if the loan is undersecured, the outstanding amount of the loan which would remain secured may be reduced to the then-current value of the property (with a corresponding partial reduction of the amount of lender’s security interest) pursuant to a confirmed plan, thus leaving the lender a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Other modifications may include the reduction in the amount of each scheduled payment by means of a reduction in the rate of interest and/or an alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or by an extension (or shortening) of the term to maturity. Some bankruptcy courts have approved plans, based on the particular facts of the reorganization case, that effected the cure of a mortgage loan default by paying arrearages over a number of years. Also under federal bankruptcy law, a bankruptcy court may permit a debtor through its rehabilitative plan to de-accelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be done even if the full amount due under the original loan is never repaid.

Federal bankruptcy law provides generally that rights and obligations under an unexpired lease of the debtor/ lessee may not be terminated or modified at any time after the commencement of a case under the Bankruptcy Code solely on the basis of a provision in the lease to such effect or because of certain other similar events. This prohibition could limit the ability of the trustee for a series of certificates to exercise certain contractual remedies with respect to the leases. In addition, Section 362 of the Bankruptcy Code operates as an automatic stay of, among other things, any act to obtain possession of property from a debtor’s estate. This may delay a trustee’s exercise of such remedies for a related series of certificates in the event that a related lessee or a related mortgagor becomes the subject of a proceeding under the Bankruptcy Code. For example, a mortgagee would be stayed from enforcing a lease assignment by a mortgagor related to a mortgaged property if the related mortgagor was in a bankruptcy proceeding. The legal proceedings necessary to resolve the issues could be time-consuming and might result in significant delays in the receipt of the assigned rents. Similarly, the filing of a petition in a bankruptcy by or on behalf of a lessee of a mortgaged property would result in a stay against the commencement or continuation of any state court proceeding for past due rent, for accelerated rent, for damages or for a summary eviction order with respect to a default under the lease that occurred prior to the filing of the lessee’s petition. Rents and other proceeds of a mortgage loan may also escape an assignment thereof if the assignment is not fully perfected under state law prior to commencement of the bankruptcy proceeding. See “—Leases and Rents.”

In addition, the Bankruptcy Code generally provides that a trustee or debtor-in-possession may, subject to approval of the court, (a) assume the lease and retain it or assign it to a third party or (b) reject the lease. If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or the lessee as debtor-in-possession, or the assignee, if applicable, must cure any defaults under the lease, compensate the lessor for its losses and provide the lessor with “adequate assurance” of future performance. Such remedies may be insufficient, however, as the lessor may be forced to continue under the lease with a lessee that is a poor credit risk or an unfamiliar tenant if the lease was assigned, and any assurances provided to the lessor may, in fact, be inadequate. If the lease is rejected, such rejection generally

If a trustee in bankruptcy on behalf of a lessor, or a lessor as debtor-in-possession, rejects an unexpired lease of real property, the lessee may treat such lease as terminated by such rejection or, in the alternative, the lessee may remain in possession of the leasehold for the balance of such term, and for any renewal or extension of such term that is enforceable by the lessee under applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee elects to remain in possession after such a rejection of a lease, the lessee may offset any damages occurring after such date caused by the nonperformance of any obligation of the lessor under the lease after such date against rents reserved under the lease. To the extent provided in the related prospectus supplement, the lessee will agree under certain leases to pay all amounts owing thereunder to the master servicer without offset. To the extent that such a contractual obligation remains enforceable against the lessee, the lessee would not be able to avail itself of the rights of offset generally afforded to lessees of real property under the Bankruptcy Code.

In a bankruptcy or similar proceeding of a mortgagor, action may be taken seeking the recovery, as a preferential transfer or on other grounds, of any payments made by the mortgagor, or made directly by the related lessee, under the related mortgage loan to the trust fund. Payments on long-term debt may be protected from recovery as preferences if they are payments in the ordinary course of business made on debts incurred in the ordinary course of business. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.

A trustee in bankruptcy, in some cases, may be entitled to collect its costs and expenses in preserving or selling the mortgaged property ahead of payment to the lender. In certain circumstances, a debtor in bankruptcy may have the power to grant liens senior to the lien of a mortgage, and analogous state statutes and general principles of equity may also provide a mortgagor with means to halt a foreclosure proceeding or sale and to force a restructuring of a mortgage loan on terms a lender would not otherwise accept. Moreover, the laws of certain states also give priority to certain tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that actions of the mortgagee have been unreasonable, the lien of the related mortgage may be subordinated to the claims of unsecured creditors.

Certain of the mortgagors may be partnerships. The laws governing limited partnerships in certain states provide that the commencement of a case under the Bankruptcy Code with respect to a general partner will cause a person to cease to be a general partner of the limited partnership, unless otherwise provided in writing in the limited partnership agreement. This provision may be construed as an “ipso facto” clause and, in the event of the general partner’s bankruptcy, may not be enforceable. Certain limited partnership agreements of the mortgagors may provide that the commencement of a case under the Bankruptcy Code with respect to the related general partner constitutes an event of withdrawal (assuming the enforceability of the clause is not challenged in bankruptcy proceedings or, if challenged, is upheld) that might trigger the dissolution of the limited partnership, the winding up of its affairs and the distribution of its assets, unless (i) at the time there was at least one other general partner and the written provisions of the limited partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that general partner does so or (ii) the written provisions of the limited partnership agreement permit the limited partner to agree within a specified time frame (often 60 days) after such withdrawal to continue the business of the limited partnership and to the appointment of one or more general partners and the limited partners do so. In addition, the laws governing general partnerships in certain states provide that the commencement of a case under the Bankruptcy Code or state bankruptcy laws with respect to a general partner of such partnerships triggers the dissolution of such partnership, the winding up of its affairs and the distribution of its assets. Such state laws, however, may not be enforceable or effective in a bankruptcy case. The dissolution of a mortgagor, the winding up of its

In addition, the bankruptcy of the general partner of a mortgagor that is a partnership may provide the opportunity for a trustee in bankruptcy for such general partner, such general partner as a debtor-in-possession, or a creditor of such general partner to obtain an order from a court consolidating the assets and liabilities of the general partner with those of the mortgagor pursuant to the doctrines of substantive consolidation or piercing the corporate veil. In such a case, the mortgaged property could become property of the estate of such bankrupt general partner. Not only would the mortgaged property be available to satisfy the claims of creditors of such general partner, but an automatic stay would apply to any attempt by the trustee to exercise remedies with respect to such mortgaged property. However, such an occurrence should not affect the trustee’s status as a secured creditor with respect to the mortgagor or its security in the mortgaged property.

General. A lender may be subject to environmental risks when taking a security interest in real property. Of particular concern may be properties that are or have been used for industrial, manufacturing, military, disposal or certain commercial activities. Such environmental risks include the possible diminution of the value of a contaminated property or, as discussed below, potential liability for clean-up costs or other remedial actions and natural resource damages that could exceed the value of the property or the amount of the lender’s loan. In certain circumstances, a lender may decide to abandon a contaminated mortgaged property as collateral for its loan rather than foreclose and risk liability for such costs.

Superlien Laws. Under certain federal and state laws, contamination on a property may give rise to a lien on the property for clean-up costs. In several states, such a lien has priority over all existing liens, including those of existing mortgages. In these states, the lien of a mortgage may lose its priority to such a “superlien.”

CERCLA. The federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (“CERCLA”), imposes strict liability on present and past “owners” and “operators” of contaminated real property for the costs of clean-up. Excluded from CERCLA’s definition of “owner” or “operator,” however, is a lender that, “without participating in the management” of a facility holds indicia of ownership primarily to protect his security interest in the facility. This secured creditor exemption is intended to provide a lender certain protections from liability under CERCLA as an owner or operator of contaminated property. However, a secured lender may be liable as an “owner” or “operator” of a contaminated mortgaged property if agents or employees of the lender are deemed to have actually participated in the management of such mortgaged property or the operations of the borrower. Such liability may exist even if the lender did not cause or contribute to the contamination and regardless of whether the lender has actually taken possession of a mortgaged property through foreclosure, deed in lieu of foreclosure or otherwise. Moreover, such liability, if incurred, would not be limited to, and could substantially exceed, the original or unamortized principal balance of a loan or to the value of the property securing a loan.

In addition, lenders may face potential liability for remediation of releases of petroleum or hazardous wastes from underground storage tanks under the federal Resource Conservation and Recovery Act (“RCRA”), if they are deemed to be the “owners” or “operators” of facilities in which they have a security interest or upon which they have foreclosed.

The federal Asset Conservation, Lender Liability and Deposit Insurance Protection Act of 1996 (the “Lender Liability Act”) seeks to clarify the actions a lender may take without incurring liability as an “owner” or “operator” of contaminated property or underground petroleum storage tanks. The Lender Liability Act amends CERCLA and RCRA to provide guidance on actions that do or do not constitute “participation in management.” However, the protections afforded by these amendments are subject to

Certain Other State Laws. Many states have statutes similar to CERCLA and RCRA, and not all of those statutes provide for a secured creditor exemption.

In a few states, transfers of some types of properties are conditioned upon cleanup of contamination. In these cases, a lender that becomes the owner of a property through foreclosure, deed in lieu of foreclosure or otherwise, may be required to enter into an agreement with the state providing for the cleanup of the contamination before selling or otherwise transferring the property.

Beyond statute-based environmental liability, there exist common law causes of action (for example, actions based on nuisance or on toxic tort resulting in death, personal injury, or damage to property) related to hazardous environmental conditions on a property. While a party seeking to hold a lender liable in such cases may face litigation difficulties, unanticipated or uninsured liabilities of the borrower may jeopardize the borrower’s ability to meet its loan obligations.

Additional Considerations. The cost of remediating hazardous substance contamination at a property can be substantial. If a lender becomes liable, it can bring an action for contribution against other potentially liable parties, but such parties may be bankrupt or otherwise judgment proof. Accordingly, it is possible that such costs could become a liability of the trust fund and occasion a loss to the certificateholders.

To reduce the likelihood of such a loss, unless otherwise specified in the prospectus supplement, the pooling and servicing agreement will provide that the master servicer, acting on behalf of the trustee, may not take possession of a mortgaged property or take over its operation unless the master servicer, based solely on a report (as to environmental matters) prepared by a person who regularly conducts environmental site assessments, has made the determination that it is appropriate to do so, as described under “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans.”

If a lender forecloses on a mortgage secured by a property, the operations of which are subject to environmental laws and regulations, the lender may be required to operate the property in accordance with those laws and regulations. Such compliance may entail substantial expense, especially in the case of industrial or manufacturing properties.

In addition, a lender may be obligated to disclose environmental conditions on a property to government entities and/or to prospective buyers (including prospective buyers at a foreclosure sale or following foreclosure). Such disclosure may result in the imposition of certain investigation or remediation requirements and/or decrease the amount that prospective buyers are willing to pay for the affected property, sometimes substantially, and thereby decrease the ability of the lender to recoup its investment in a loan upon foreclosure.

Certain of the mortgage loans may contain “due-on-sale” and “due-on-encumbrance” clauses that purport to permit the lender to accelerate the maturity of the loan if the borrower transfers or encumbers the related mortgaged property. In recent years, court decisions and legislative actions placed substantial restrictions on the right of lenders to enforce such clauses in many states. By virtue, however, of the Garn-St. Germain Depository Institutions Act of 1982 (the “Garn Act”), effective October 15, 1982 (which purports to preempt state laws that prohibit the enforcement of due-on-sale clauses by providing, among other matters, that “due-on-sale” clauses in certain loans made after the effective date of the Garn Act are

Certain of the mortgage loans may not restrict the ability of the borrower to use the mortgaged property as security for one or more additional loans. Where a borrower encumbers a mortgaged property with one or more junior liens, the senior lender is subjected to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Moreover, if the subordinate financing permits recourse to the borrower (as is frequently the case) and the senior loan does not, a borrower may have more incentive to repay sums due on the subordinate loan. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. For example, if the borrower and the senior lender agree to an increase in the principal amount of or the interest rate payable on the senior loan, the senior lender may lose its priority to the extent any existing junior lender is harmed or the borrower is additionally burdened. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with or delay the taking of action by the senior lender. Moreover, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.

Notes and mortgages may contain provisions that obligate the borrower to pay a late charge or additional interest if payments are not timely made, and in some circumstances, may prohibit prepayments for a specified period and/or condition prepayments upon the borrower’s payment of prepayment fees or yield maintenance penalties. In certain states, there are or may be specific limitations upon the late charges which a lender may collect from a borrower for delinquent payments. Certain states also limit the amounts that a lender may collect from a borrower as an additional charge if the loan is prepaid. In addition, the enforceability of provisions that provide for prepayment fees or penalties upon an involuntary prepayment is unclear under the laws of many states.

The mortgaged properties will be subject to compliance with various federal, state and local statutes and regulations. Failure to comply (together with an inability to remedy any such failure) could result in material diminution in the value of a mortgaged property which could, together with the possibility of limited alternative uses for a particular mortgaged property (e.g., a nursing or convalescent home or hospital), result in a failure to realize the full principal amount of the related mortgage loan. Mortgages on properties which are owned by the mortgagor under a condominium form of ownership are subject to the declaration, by-laws and other rules and regulations of the condominium association. Mortgaged properties which are hotels or motels may present additional risk in that hotels and motels are typically operated pursuant to franchise, management and operating agreements which may be limited by the operator. In addition, the transferability of the hotel’s liquor and other licenses to an entity acquiring the hotel either through purchases or foreclosure is subject to the vagaries of local law requirements. In addition, mortgaged properties which are multifamily residential properties may be subject to rent control laws, which could impact the future cash flows of such properties.

Title V of the Depository Institutions Deregulation and Monetary Control Act of 1980 (“Title V”) provides that state usury limitations shall not apply to certain types of residential (including multifamily) first mortgage loans originated by certain lenders after March 31, 1980. Title V authorized any state to

In addition, even where Title V is not so rejected, any state is authorized by the law to adopt a provision limiting discount points or other charges on mortgage loans covered by Title V. Certain states have taken action to reimpose interest rate limits and/or to limit discount points or other charges.

No mortgage loan originated in any state in which application of Title V has been expressly rejected or a provision limiting discount points or other charges has been adopted will (if originated after that rejection or adoption) be eligible for inclusion in a trust fund unless (i) such mortgage loan provides for such interest rate, discount points and charges as are permitted in such state or (ii) such mortgage loan provides that the terms thereof are to be construed in accordance with the laws of another state under which such interest rate, discount points and charges would not be usurious and the borrower’s counsel has rendered an opinion that such choice of law provision would be given effect.

Under the terms of the Soldiers’ and Sailors’ Civil Relief Act of 1940, as amended (the “Relief Act”), a borrower who enters military service after the origination of such borrower’s mortgage loan (including a borrower who was in reserve status and is called to active duty after origination of the mortgage loan), may not be charged interest (including fees and charges) above an annual rate of 6% during the period of such borrower’s active duty status, unless a court orders otherwise upon application of the lender. The Relief Act applies to individuals who are members of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service assigned to duty with the military. Because the Relief Act applies to individuals who enter military service (including reservists who are called to active duty) after origination of the related mortgage loan, no information can be provided as to the number of loans with individuals as borrowers that may be affected by the Relief Act. Application of the Relief Act would adversely affect, for an indeterminate period of time, the ability of any servicer to collect full amounts of interest on certain of the mortgage loans. Any shortfalls in interest collections resulting from the application of the Relief Act would result in a reduction of the amounts distributable to the holders of the related series of certificates, and would not be covered by advances or, unless otherwise specified in the prospectus supplement, any form of credit support provided in connection with such certificates. In addition, the Relief Act imposes limitations that would impair the ability of the servicer to foreclose on an affected mortgage loan during the borrower’s period of active duty status and, under certain circumstances, during an additional three-month period thereafter.

Under Title III of the Americans with Disabilities Act of 1990 and rules promulgated thereunder (collectively, the “ADA”), in order to protect individuals with disabilities, public accommodations (such as hotels, restaurants, shopping centers, hospitals, schools and social service center establishments) must remove architectural and communication barriers that are structural in nature from existing places of public accommodation to the extent “readily achievable.” In addition, under the ADA, alterations to a place of public accommodation or a commercial facility are to be made so that, to the maximum extent feasible, such altered portions are readily accessible to and usable by disabled individuals. The “readily achievable” standard takes into account, among other factors, the financial resources of the affected site, owner, landlord or other applicable person. The requirements of the ADA may also be imposed on a foreclosing lender who succeeds to the interest of the borrower as owner or landlord. Since the “readily achievable” standard may vary depending on the financial condition of the owner or landlord, a foreclosing lender who is financially more capable than the borrower of complying with the requirements of the ADA may be subject to more stringent requirements than those to which the borrower is subject.

Federal law provides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or used in the commission of certain offenses, can be seized and ordered forfeited to the United States of America. The offenses which can trigger such a seizure and forfeiture include, among others, violations of the Racketeer Influenced and Corrupt Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and regulations, including the USA Patriot Act of 2001 and the regulations issued pursuant to that Act, as well as the narcotic drug laws. In many instances, the United States may seize the property even before a conviction occurs.

In the event of a forfeiture proceeding, a lender may be able to establish its interest in the property by proving that (1) its mortgage was executed and recorded before the commission of the illegal conduct from which the assets used to purchase or improve the property were derived or before the commission of any other crime upon which the forfeiture is based, or (2) the lender, at the time of the execution of the mortgage, “did not know or was reasonably without cause to believe that the property was subject to forfeiture.” However, there is no assurance that such a defense will be successful.

Under the Federal Deposit Insurance Act, federal bank regulatory authorities, including the Office of the Comptroller of the Currency (OCC), have the power to determine if any activity or contractual obligation of a bank constitutes an unsafe or unsound practice or violates a law, rule or regulation applicable to such bank. If Wachovia Bank, National Association (Wachovia) or another bank is a servicer and/or a mortgage loan seller for a series and the OCC, which has primary regulatory authority over Wachovia and other banks, were to find that any obligation of Wachovia or such other bank under the related pooling and servicing agreement or other agreement or any activity of Wachovia or such other bank constituted an unsafe or unsound practice or violated any law, rule or regulation applicable to it, the OCC could order Wachovia or such other bank, among other things, to rescind such contractual obligation or terminate such activity.

In March 2003, the OCC issued a temporary cease and desist order against a national bank (which was converted to a consent order in April 2003) asserting that, contrary to safe and sound banking practices, the bank was receiving inadequate servicing compensation in connection with several credit card securitizations sponsored by its affiliates because of the size and subordination of the contractual servicing fee, and ordered the bank, among other things, to immediately resign as servicer, to cease all servicing activity within 120 days and to immediately withhold funds from collections in an amount sufficient to compensate it for its actual costs and expenses of servicing (notwithstanding the priority of payments in the related securitization agreements). Although, at the time the 2003 temporary cease and desist order was issued, no conservator or receiver had been appointed with respect to the national bank, the national bank was already under a consent cease and desist order issued in May 2002 covering numerous matters, including a directive that the bank develop and submit a plan of disposition providing for the sale or liquidation of the bank, imposing general prohibitions on the acceptance of new credit card accounts and deposits in general, and placing significant restrictions on the bank’s transactions with its affiliates.

While the depositor does not believe that the OCC would consider, with respect to any series, (i) provisions relating to Wachovia or another bank acting as a servicer under the related pooling and servicing agreement, (ii) the payment or amount of the servicing compensation payable to Wachovia or another bank or (iii) any other obligation of Wachovia or another bank under the related pooling and servicing agreement or other contractual agreement under which the depositor may purchase mortgage loans from Wachovia or another bank, to be unsafe or unsound or violative of any law, rule or regulation applicable to it, there can be no assurance that the OCC in the future would not conclude otherwise. If the OCC did reach such a conclusion, and ordered Wachovia or another bank to rescind or amend any such agreement, payments on certificates could be delayed or reduced.

The following is a general discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of offered certificates. This discussion is directed solely to certificateholders that hold the certificates as capital assets within the meaning of section 1221 of the Code and it does not purport to discuss all federal income tax consequences that may be applicable to particular categories of investors, some of which (e.g., banks, insurance companies and foreign investors) may be subject to special rules. Further, the authorities on which this discussion, and the opinion referred to below, are based are subject to change or differing interpretations, which could apply retroactively. Taxpayers and preparers of tax returns (including those filed by any REMIC or other issuer) should be aware that under applicable Treasury regulations a provider of advice on specific issues of law is not considered an income tax return preparer unless the advice is given with respect to the consequences of contemplated actions and is directly relevant to the determination of an entry on a tax return. Accordingly, taxpayers should consult their own tax advisors and tax return preparers regarding the preparation of any item on a tax return, even where the anticipated tax treatment has been discussed herein. In addition to the federal income tax consequences described herein, potential investors should consider the state and local tax consequences, if any, of the purchase, ownership and disposition of offered certificates. See “State and Other Tax Consequences.” Certificateholders are advised to consult their own tax advisors concerning the federal, state, local or other tax consequences to them of the purchase, ownership and disposition of offered certificates.

The following discussion addresses securities of two general types: (i) REMIC Certificates representing interests in a trust, or a portion thereof, that the master servicer or the trustee will elect to have treated as a real estate mortgage investment conduit (“REMIC”) under sections 860A through 860G (the “REMIC Provisions”) of the Code and (ii) grantor trust certificates representing interests in a grantor trust fund as to which no such election will be made. If no REMIC election is made, the trust fund may elect to be treated as a financial assets securitization investment trust (“FASIT”). The prospectus supplement relating to such an election will describe the requirements for the classification of the trust as a FASIT and the consequences to a holder of owning certificates in a FASIT. The prospectus supplement for each series of certificates also will indicate whether a REMIC election (or elections) will be made for the related trust or applicable portion thereof and, if such an election is to be made, will identify all “regular interests” and “residual interests” in each REMIC. For purposes of this tax discussion, references to a “certificateholder” or a “holder” are to the beneficial owner of a certificate.

The following discussion is limited in applicability to offered certificates. Moreover, this discussion applies only to the extent that mortgage assets held by a trust fund consist solely of mortgage loans. To the extent that other mortgage assets, including REMIC Certificates and mortgage pass-through certificates, are to be held by a trust, the tax consequences associated with the inclusion of such assets will be disclosed in the related prospectus supplement. In addition, if cash flow agreements, other than guaranteed investment contracts, are included in a trust, the tax consequences associated with any cash flow agreements also will be disclosed in the related prospectus supplement. See “Description of the Trust Funds—Cash Flow Agreements.”

Furthermore, the following discussion is based in part upon the rules governing original issue discount that are set forth in sections 1271-1273 and 1275 of the Code and in the Treasury regulations issued thereunder (the “OID Regulations”), and in part upon the REMIC provisions and the Treasury regulations issued thereunder (the “REMIC Regulations”). The OID regulations do not adequately address certain issues relevant to, and in some instances provide that they are not applicable to, securities such as the certificates.

Classification of REMICs. It is the opinion of Cadwalader, Wickersham & Taft LLP, counsel to the depositor, that upon the issuance of each series of REMIC Certificates, assuming compliance with all provisions of the related pooling and servicing agreement and based upon the law on the date thereof, for federal income tax purposes the related trust will qualify as one or more REMICs and the REMIC Certificates offered will be considered to evidence ownership of “regular interests” (“REMIC Regular Certificates”) or “residual interests” (“REMIC Residual Certificates”) under the REMIC provisions.

If an entity electing to be treated as a REMIC fails to comply with one or more of the ongoing requirements of the Code for such status during any taxable year, the Code provides that the entity will not be treated as a REMIC for such year and thereafter. In that event, such entity may be taxable as a corporation under Treasury regulations, and the related REMIC Certificates may not be accorded the status or given the tax treatment described below. Although the Code authorizes the Treasury Department to issue regulations providing relief in the event of an inadvertent termination of REMIC status, no such regulations have been issued. Any such relief, moreover, may be accompanied by sanctions, such as the imposition of a corporate tax on all or a portion of the trust fund’s income for the period during which the requirements for such status are not satisfied. The pooling and servicing agreement with respect to each REMIC will include provisions designed to maintain the trust status as a REMIC under the REMIC provisions. It is not anticipated that the status of any trust as a REMIC will be terminated.

Characterization of Investments in REMIC Certificates. In general, with respect to each series of certificates for which a REMIC election is made, certificates held by a real estate investment trust will constitute “real estate assets” within the meaning of section 856(c)(5)(B) of the Code, and each such series of certificates will constitute assets described in section 7701(a)(19)(C) of the Code in the same proportion that the assets of the REMIC underlying such certificates would be so treated. However, to the extent that the REMIC assets constitute mortgages on property not used for residential or certain other prescribed purposes, the REMIC Certificates will not be treated as assets qualifying under section 7701(a)(19)(C)(v) of the Code. Moreover, if 95% or more of the assets of the REMIC qualify for any of the foregoing treatments at all times during a calendar year, the REMIC Certificates will qualify for the corresponding status in their entirety for that calendar year. Interest on the REMIC Regular Certificates and income allocated to the class of REMIC Residual Certificates will be interest described in section 856(c)(3)(B) of the Code to the extent that such certificates are treated as “real estate assets” within the meaning of section 856(c)(5)(B) of the Code. In addition, generally the REMIC Regular Certificates will be “qualified mortgages” within the meaning of section 860G(a)(3) of the Code. The determination as to the percentage of the REMIC’s assets that constitute assets described in the foregoing sections of the Code will be made with respect to each calendar quarter based on the average adjusted basis of each category of the assets held by the REMIC during such calendar quarter. The servicer or the trustee will report those determinations to certificateholders in the manner and at the times required by the applicable Treasury regulations.

The assets of the REMIC will include, in addition to mortgage loans, payments on mortgage loans held pending distribution on the REMIC Certificates and property acquired by foreclosure held pending sale, and may include amounts in reserve accounts. It is unclear whether property acquired by foreclosure held pending sale and amounts in reserve accounts would be considered to be part of the mortgage loans, or whether such assets otherwise would receive the same treatment as the mortgage loans for purposes of all of the foregoing sections. The related prospectus supplement will describe whether any mortgage loans included in the trust fund will not be treated as assets described in the foregoing sections. The REMIC regulations do provide that payments on mortgage loans held pending distribution are considered part of the mortgage.

Tiered REMIC Structures. For certain series of REMIC Certificates, two or more separate elections may be made to treat designated portions of the related trust fund as separate or tiered REMICs for federal income tax purposes. Upon the issuance of any such series of REMIC Certificates, counsel to the depositor will deliver its opinion generally to the effect that, assuming compliance with all provisions of the

For purposes of determining whether the REMIC Certificates are “real estate assets” within the meaning of section 856(c)(5)(B) of the Code, “loans secured by an interest in real property” under section 7701(a)(19)(C) of the Code, and whether the income generated by these certificates is interest described in section 856(c)(3)(B) of the Code, the tiered REMICs will be treated as one REMIC.

General. Except as otherwise stated in this discussion, REMIC Regular Certificates will be treated for federal income tax purposes as debt instruments issued by the REMIC and not as ownership interests in the REMIC or its assets. Moreover, holders of REMIC Regular Certificates that otherwise report income under a cash method of accounting will be required to report income with respect to REMIC Regular Certificates under an accrual method.

Original Issue Discount. Certain REMIC Regular Certificates may be issued with “original issue discount” within the meaning of section 1273(a) of the Code. Any holders of REMIC Regular Certificates issued with original issue discount generally will be required to include original issue discount in income as it accrues, in accordance with the method described below, in advance of the receipt of the cash attributable to such income. In addition, section 1272(a)(6) of the Code provides special rules applicable to REMIC Regular Certificates and certain other debt instruments issued with original issue discount. Regulations have not been issued under that section.

The Code requires that a prepayment assumption be used with respect to mortgage loans held by a REMIC in computing the accrual of original issue discount on REMIC Regular Certificates issued by that REMIC, and that adjustments be made in the amount and rate of accrual of such discount to reflect differences between the actual prepayment rate and the prepayment assumption. The prepayment assumption is to be determined in a manner prescribed in Treasury regulations; as noted above, those regulations have not been issued. The conference committee report accompanying the Tax Reform Act of 1986 indicates that the regulations will provide that the prepayment assumption used with respect to a REMIC Regular Certificate must be the same as that used in pricing the initial offering. The prepayment assumption used in reporting original issue discount for each series of REMIC Regular Certificates will be consistent with this standard and will be disclosed in the related prospectus supplement. However, neither the depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the prepayment assumption or at any other rate.

The original issue discount, if any, on a REMIC Regular Certificate will be the excess of its stated redemption price at maturity over its issue price. The issue price of a particular class of REMIC Regular Certificates will be the first cash price at which a substantial amount of REMIC Regular Certificates of that class is sold (excluding sales to bond houses, brokers and underwriters). If less than a substantial amount of a particular class of REMIC Regular Certificates is sold for cash on or prior to the date of their initial issuance, the issue price will be the fair market value on the issuance date. Under the OID regulations, the stated redemption price of a REMIC Regular Certificate is equal to the total of all payments to be made on such certificate other than “qualified stated interest.” “Qualified stated interest” includes interest payable unconditionally at least annually at a single fixed rate, at a “qualified floating rate,” or at an “objective rate,” or a combination of a single fixed rate and one or more “qualified floating rates,” or one “qualified inverse floating rates,” or a combination of “qualified floating rates” that does not operate in a manner that accelerates or defers interest payments on such REMIC Regular Certificates.

It is not entirely clear under the Code that interest paid to the REMIC Regular Certificates that are subject to early termination through prepayments and that have limited enforcement rights should be considered “qualified stated interest”. However, unless disclosed otherwise in the prospectus supplement, the trust fund intends to treat stated interest as “qualified stated interest” for determining if, and to what

In the case of REMIC Regular Certificates bearing adjustable interest rates, the determination of the total amount of original issue discount and the timing of the inclusion thereof will vary according to the characteristics of such REMIC Regular Certificates. If the original issue discount rules apply to such certificates, the related prospectus supplement will describe the manner in which these rules will be applied in preparing information returns to the certificateholders and the Internal Revenue Service (the “IRS”).

In addition, if the accrued interest to be paid on the first distribution date is computed with respect to a period that begins prior to the issuance of the certificates, a portion of the purchase price paid for a REMIC Regular Certificate will reflect accrued interest. The OID regulations state that all or some portion of such accrued interest may be treated as a separate asset the cost of which is recovered entirely out of interest paid on the first distribution date. It is unclear how an election to do so would be made under the OID regulations and whether such an election could be made unilaterally by a certificateholder.

Notwithstanding the general definition of original issue discount, original issue discount on a REMIC Regular Certificate will be considered to be de minimis if it is less than 0.25% of the stated redemption price of the REMIC Regular Certificate multiplied by its weighted average life. For this purpose, the weighted average life of the REMIC Regular Certificate is computed as the sum of the amounts determined, as to each payment included in the stated redemption price of such REMIC Regular Certificate, by multiplying the number of complete years, rounding down for partial years, from the issue date until any payment is expected to be made (taking into account the prepayment assumption) by a fraction, the numerator of which is the amount of the payment, and the denominator of which is the stated redemption price at maturity. Under the OID Regulations, original issue discount of only a de minimis amount will be included in income as each payment of stated principal is made, based on the product of the total amount of such de minimis original issue discount and a fraction, the numerator of which is the amount of such principal payment and the denominator of which is the outstanding stated principal amount of the REMIC Regular Certificate. The OID regulations also would permit a certificateholder to elect to accrue de minimis original issue discount into income currently based on a constant yield method. See “—Taxation of Owners of REMIC Regular Certificates—Market Discount” for a description of such election under the OID Regulations.

If original issue discount on a REMIC Regular Certificate is in excess of a de minimis amount, the holder of such certificate must include in ordinary gross income the sum of the “daily portions” of original issue discount for each day during its taxable year on which it held such REMIC Regular Certificate, including the purchase date but excluding the disposition date. In the case of an original holder of a REMIC Regular Certificate, the daily portions of original issue discount will be determined as follows.

As to each “accrual period,” that is, each period that ends on a date that corresponds to a distribution date and begins on the first day following the immediately preceding accrual period, a calculation will be made of the portion of the original issue discount that accrued during such accrual period. The portion of original issue discount that accrues in any accrual period will equal the excess, if any, of (i) the sum of (a) the present value, as of the end of the accrual period, of all of the distributions remaining to be made on the REMIC Regular Certificate, if any, in future periods and (b) the distributions made on such REMIC Regular Certificate during the accrual period of amounts included in the stated redemption price, over (ii) the adjusted issue price of the REMIC Regular Certificate at the beginning of the accrual period. The present value of the remaining distributions referred to in the preceding sentence will be calculated assuming that distributions on the REMIC Regular Certificate will be received in future periods based on the mortgage loans being prepaid at a rate equal to the prepayment assumption and using a discount rate equal to the original yield to maturity of the certificate. For these purposes, the original yield to maturity of the certificate will be calculated based on its issue price and assuming that distributions on the certificate will be made in all accrual periods based on the mortgage loans being prepaid at a rate equal to

A subsequent purchaser of a REMIC Regular Certificate that purchases such certificate at a cost (excluding any portion of such cost attributable to accrued qualified stated interest) less than its remaining stated redemption price will also be required to include in gross income the daily portions of any original issue discount with respect to such certificate. However, each such daily portion will be reduced, if such cost is in excess of its “adjusted issue price,” in proportion to the ratio such excess bears to the aggregate original issue discount remaining to be accrued on such REMIC Regular Certificate. The adjusted issue price of a REMIC Regular Certificate on any given day equals the sum of (i) the adjusted issue price (or, in the case of the first accrual period, the issue price) of the certificate at the beginning of the accrual period, including the first day and (ii) the daily portions of original issue discount for all days during the related accrual period up to the day of determination.

Market Discount. A Certificateholder that purchases a REMIC Regular Certificate at a market discount, that is, in the case of a REMIC Regular Certificate issued without original issue discount, at a purchase price less than its remaining stated principal amount, or in the case of a REMIC Regular Certificate issued with original issue discount, at a purchase price less than its adjusted issue price, will recognize gain upon receipt of each distribution representing stated redemption price. In particular, under section 1276 of the Code such a certificateholder generally will be required to allocate the portion of each such distribution representing stated redemption price first to accrued market discount not previously included in income, and to recognize ordinary income to that extent. A certificateholder may elect to include market discount in income currently as it accrues rather than including it on a deferred basis in accordance with the foregoing. If the election is made, it will apply to all market discount bonds acquired by such certificateholder on or after the first day of the taxable year to which the election applies. In addition, the OID regulations permit a certificateholder to elect to accrue all interest, discount and premium in income as interest, based on a constant yield method. If such an election were made with respect to a REMIC Regular Certificate with market discount, the certificateholder would be deemed to have made an election to currently include market discount in income with respect to all other debt instruments having market discount that such certificateholder acquires during the taxable year of the election or thereafter, and possibly previously acquired instruments. Similarly, a certificateholder that made this election for a certificate that is acquired at a premium would be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that such certificateholder owns or acquires. See “—Taxation of Owners of REMIC Regular Certificates— Premium.” Each of these elections to accrue interest, discount and premium with respect to a certificate on a constant yield method or as interest would be irrevocable.

Market discount with respect to a REMIC Regular Certificate will be considered to be de minimis for purposes of section 1276 of the Code if such market discount is less than 0.25% of the remaining stated redemption price of such REMIC Regular Certificate multiplied by the number of full years to maturity remaining after the date of its purchase. In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the OID Regulations refer to the weighted average maturity of obligations, and it is likely that the same rule will be applied with respect to market discount, presumably taking into account the prepayment assumption. If market discount is treated as de minimis under this rule, it appears that the actual discount would be treated in a manner similar to original issue discount of a de minimis amount. See “—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount.” Such treatment would result in discount being included in income at a slower rate than discount would be required to be included in income using the method described above.

Section 1276(b)(3) of the Code specifically authorizes the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments, the principal of which is payable in more than one installment. Until regulations are issued, the rules described in the committee report accompanying the Tax Reform Act of 1986 apply. That committee report indicates that REMIC Regular Certificates should accrue market discount either:


	•	on the basis of a constant yield method;

	•	in the case of a REMIC Regular Certificate issued without original issue discount, in an amount that bears the same ratio to the total remaining market discount as the stated interest paid during the accrual period bears to the total amount of stated interest remaining to be paid as of the beginning of the accrual period; or

	•	in the case of a REMIC Regular Certificate issued with original issue discount, in an amount that bears the same ratio to the total remaining market discount as the original issue discount accrued in the accrual period bears to the total original issue discount remaining on the REMIC Regular Certificate at the beginning of the accrual period.

Furthermore, the prepayment assumption used in calculating the accrual of original issue discount is also used in calculating the accrual of market discount. Because the regulations referred to in this paragraph have not been issued, it is not possible to predict what effect such regulations might have on the tax treatment of a REMIC Regular Certificate purchased at a discount in the secondary market.

To the extent that REMIC Regular Certificates provide for monthly or other periodic distributions throughout their term, the effect of these rules may be to require market discount to be includible in income at a rate that is not significantly slower than the rate at which such discount would accrue if it were original issue discount. Moreover, in any event a holder of a REMIC Regular Certificate generally will be required to treat a portion of any gain on the sale or exchange of such certificate as ordinary income to the extent of the market discount accrued to the date of disposition under one of the foregoing methods, less any accrued market discount previously reported as ordinary income.

Further, under section 1277 of the Code a holder of a REMIC Regular Certificate may be required to defer a portion of its interest deductions for the taxable year attributable to any indebtedness incurred or continued to purchase or carry a REMIC Regular Certificate purchased with market discount. For these purposes, the de minimis rule referred to above applies. Any such deferred interest expense would not exceed the market discount that accrues during such taxable year and is, in general, allowed as a deduction not later than the year in which such market discount is includible in income. If such holder elects to include market discount in income currently as it accrues on all market discount instruments acquired by such holder in that taxable year or thereafter, the interest deferral rule described above will not apply.

Premium. A REMIC Regular Certificate purchased at a cost (excluding accrued qualified stated interest) greater than its remaining stated redemption price will be considered to be purchased at a premium. The holder of such a REMIC Regular Certificate may elect under section 171 of the Code to amortize such premium against qualified stated interest under the constant yield method over the life of the certificate. If made, such an election will apply to all debt instruments having amortizable bond premium that the holder owns or subsequently acquires. Amortizable premium will be treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction. The OID regulations also permit certificateholders to elect to include all interest, discount and premium in income based on a constant yield method, further treating the certificateholder as having made the election to amortize premium generally. See “—Taxation of Owners of REMIC Regular Certificates—Market Discount.” The committee report accompanying the Tax Reform Act of 1986 states that the same rules that apply to accrual of market discount will also apply in amortizing bond premium under section 171 of the Code.

Realized Losses. Under section 166 of the Code, both noncorporate holders of the REMIC Regular Certificates that acquire such certificates in connection with a trade or business and corporate holders of

The holder of a REMIC Regular Certificate eventually will recognize a loss or reduction in income attributable to previously accrued and included income that as the result of a realized loss ultimately will not be realized, but the law is unclear with respect to the timing and character of such loss or reduction in income.

General. As residual interests, the REMIC Residual Certificates will be subject to tax rules that differ significantly from those that would apply if the REMIC Residual Certificates were treated for federal income tax purposes as direct ownership interests in the mortgage loans included in a trust fund or as debt instruments issued by the REMIC.

An original holder of a REMIC Residual Certificate generally will be required to report its daily portion of the taxable income or, subject to the limitations noted in this discussion, the net loss of the REMIC for each day during a calendar quarter that such holder owned such REMIC Residual Certificate. For this purpose, the taxable income or net loss of the REMIC will be allocated to each day in the calendar quarter ratably using a “30 days per month/90 days per quarter/360 days per year” convention unless the related prospectus supplement states otherwise. The daily amounts so allocated will then be allocated among the REMIC Residual Certificateholders in proportion to their respective ownership interests on such day. Any amount included in the gross income or allowed as a loss of any REMIC Residual Certificateholder by virtue of this paragraph will be treated as ordinary income or loss. The taxable income of the REMIC will be determined under the rules described below in “—Taxable Income of the REMIC” and will be taxable to the REMIC Residual Certificateholders without regard to the timing or amount of cash distributions by the REMIC. Ordinary income derived from REMIC Residual Certificates will be “portfolio income” for purposes of the taxation of taxpayers subject to limitations under section 469 of the Code on the deductibility of “passive losses.”

A holder of a REMIC Residual Certificate that purchased such certificate from a prior holder of such certificate also will be required to report on its federal income tax return amounts representing its daily share of the taxable income or loss of the REMIC for each day that it holds such REMIC Residual Certificate. Those daily amounts generally will equal the amounts of taxable income or net loss determined as described above. The Committee Report indicates that certain modifications of the general rules may be made, by regulations, legislation or otherwise, to reduce or increase the income of a REMIC Residual Certificateholder that purchased such REMIC Residual Certificate from a prior holder of such certificate at a price greater than (or less than) the adjusted basis, such REMIC Residual Certificate would have had in the hands of an original holder of such certificate. The REMIC Regulations, however, do not provide for any such modifications.

It is uncertain how payments received by a holder of a REMIC Residual interest in connection with the acquisition of such REMIC Residual Certificate should be treated and holders of REMIC Residual Certificates should consult their tax advisors concerning the treatment of such payments for income tax purposes.

The amount of income REMIC Residual Certificateholders will be required to report (or the tax liability associated with such income) may exceed the amount of cash distributions received from the REMIC for the corresponding period. Consequently, REMIC Residual Certificateholders should have other sources of funds sufficient to pay any federal income taxes due as a result of their ownership of

Taxable Income of the REMIC. The taxable income of the REMIC will equal the income from the mortgage loans and other assets of the REMIC plus any cancellation of indebtedness income due to the allocation of realized losses to REMIC Regular Certificates, less the deductions allowed to the REMIC for interest on the REMIC Regular Certificates, amortization of any premium on the mortgage loans, bad debt losses with respect to the mortgage loans and, except as described below, for servicing, administrative and other expenses.

For purposes of determining its taxable income, the REMIC will have an initial aggregate basis in its assets equal to the sum of the issue prices of all REMIC Certificates (or, if a class of REMIC Certificates is not sold initially, fair market value). Such aggregate basis will be allocated among the mortgage loans and the other assets of the REMIC in proportion to their respective fair market values. The issue price of any REMIC Certificates offered by this prospectus and the related prospectus supplement will be determined in the manner described above under “—Taxation of Owners of REMIC Regular Certificates— Original Issue Discount.” If one or more classes of REMIC Certificates are retained initially rather than sold, the master servicer or the trustee may be required to estimate the fair market value of the REMIC’s interests in its mortgage loans and other property in order to determine the basis to the REMIC of the mortgage loans and other property held by such REMIC.

Subject to possible application of the de minimis rules, the method of accrual by the REMIC of original issue discount income and market discount income with respect to mortgage loans that it holds will be equivalent to the method for accruing original issue discount income for holders of REMIC Regular Certificates. However, a REMIC that acquires loans at a market discount must include such market discount in income currently, as it accrues, on a constant interest basis. See “—Taxation of Owners of REMIC Regular Certificates” above, which describes a method for accruing such discount income that is analogous to that required to be used by a REMIC as to mortgage loans with market discount that it holds.

A mortgage loan will be deemed to have been acquired with discount (or premium) if the REMIC’s basis in that mortgage loan is less than (or greater than) its stated redemption price. Any such discount will be includible in the income of the REMIC as it accrues, under a method similar to the method described above for accruing original issue discount on the REMIC Regular Certificates. It is anticipated that each REMIC will elect under section 171 of the Code to amortize any premium on the mortgage loans. Premium on any mortgage loan to which such election applies may be amortized under a constant yield method, presumably taking into account a prepayment assumption. However, this election would not apply to any mortgage loan originated on or before September 27, 1985. Instead, premium on such a mortgage loan should be allocated among the principal payments thereon and be deductible by the REMIC as those payments become due or upon the prepayment of such mortgage loan.

A REMIC will be allowed deductions for interest on the REMIC Regular Certificates equal to the deductions that would be allowed if the REMIC Regular Certificates were indebtedness of the REMIC. Original issue discount will be considered to accrue for this purpose as described above under “—Taxation of Owners of REMIC Regular Certificate— Original Issue Discount,” except that the de minimis rule and the adjustments for subsequent holders of REMIC Regular Certificates described therein will not apply.

If a class of REMIC Regular Certificates is issued at a price in excess of the stated redemption price of such class, the net amount of interest deductions that are allowed the REMIC in each taxable year with respect to the REMIC Regular Certificates of such class will be reduced by an amount equal to the portion of the premium that is considered to be amortized or repaid in that year. Although the matter is not entirely certain, it is likely that Issue Premium would be amortized under a constant yield method in a

As a general rule, the taxable income of a REMIC will be determined in the same manner as if the REMIC were an individual having the calendar year as its taxable year and using the accrual method of accounting. However, no item of income, gain, loss or deduction allocable to a prohibited transaction will be taken into account. See “—Prohibited Transactions Tax and Other Taxes” below. The limitation on miscellaneous itemized deductions imposed on individuals by section 67 of the Code will not be applied at the REMIC level so that the REMIC will be allowed deductions for servicing, administrative and other non-interest expenses in determining its taxable income. All such expenses will be allocated as a separate item to the holders of REMIC Certificates, subject to the limitation of section 67 of the Code. See “—Possible Pass-Through of Miscellaneous Itemized Deductions.” If the deductions allowed to the REMIC exceed its gross income for a calendar quarter, such excess will be the net loss for the REMIC for that calendar quarter.

Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC Residual Certificate will be equal to the amount paid for such REMIC Residual Certificate, increased by amounts included in the income of the REMIC Residual Certificateholder and decreased (but not below zero) by distributions made, and by net losses allocated, to such REMIC Residual Certificateholder.

A REMIC Residual Certificateholder is not allowed to take into account any net loss for any calendar quarter to the extent such net loss exceeds such REMIC Residual Certificateholder’s adjusted basis in its REMIC Residual Certificate as of the close of such calendar quarter. Any loss that is not currently deductible by reason of this limitation may be carried forward indefinitely to future calendar quarters and, subject to the same limitation, may be used only to offset income from the REMIC Residual Certificate. The ability of REMIC Residual Certificateholders to deduct net losses may be subject to additional limitations under the Code, as to which REMIC Residual Certificateholders should consult their tax advisors.

Any distribution on a REMIC Residual Certificate will be treated as a nontaxable return of capital to the extent it does not exceed the holder’s adjusted basis in such REMIC Residual Certificate. To the extent a distribution on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated as gain from the sale of such REMIC Residual Certificate. Holders of certain REMIC Residual Certificates may be entitled to distributions early in the term of the related REMIC under circumstances in which their bases in such REMIC Residual Certificates will not be sufficiently large that such distributions will be treated as nontaxable returns of capital. Their bases in such REMIC Residual Certificates will initially equal the amount paid for such REMIC Residual Certificates and will be increased by their allocable shares of taxable income of the trust fund. However, such bases increases may not occur until the end of the calendar quarter, or perhaps the end of the calendar year, with respect to which such REMIC taxable income is allocated to the REMIC Residual Certificateholders. To the extent such REMIC Residual Certificateholders’ initial bases are less than the distributions to such REMIC Residual Certificateholders, and increases in such initial bases either occur after such distributions or are less than the amount of such distributions, gain will be recognized to such REMIC Residual Certificateholders on such distributions and will be treated as gain from the sale of their REMIC Residual Certificates.

The effect of these rules is that a REMIC Residual Certificateholder may not amortize its basis in a REMIC Residual Certificate, but may only recover its basis through distributions, through the deduction of any net losses of the REMIC or upon the sale of its REMIC Residual Certificate. See “—Sales of REMIC Certificates.” For a discussion of possible modifications of these rules that may require adjustments to income of a holder of a REMIC Residual Certificate other than an original holder in order to reflect any difference between the cost of such REMIC Residual Certificate to such REMIC Residual Certificateholder and the adjusted basis such REMIC Residual Certificate would have in the hands of an original holder, see “—Taxation of Owners of REMIC Residual Certificates—General.”

Excess Inclusions. Any “excess inclusions” with respect to a REMIC Residual Certificate will be subject to federal income tax in all events.

In general, the “excess inclusions” with respect to a REMIC Residual Certificate for any calendar quarter will be the excess, if any, of:


	•	the sum of the daily portions of REMIC taxable income allocable to such REMIC Residual Certificate; over

	•	the sum of the “daily accruals” for each day during such quarter that such REMIC Residual Certificate was held by such REMIC Residual Certificateholder.

The daily accruals of a REMIC Residual Certificateholder will be determined by allocating to each day during a calendar quarter its ratable portion of the product of the “adjusted issue price” of the REMIC Residual Certificate at the beginning of the calendar quarter and 120% of the “long-term Federal rate” in effect on the date the certificates were issued. For this purpose, the adjusted issue price of a REMIC Residual Certificate as of the beginning of any calendar quarter will be equal to the issue price of the REMIC Residual Certificate, increased by the sum of the daily accruals for all prior quarters and decreased (but not below zero) by any distributions made with respect to such REMIC Residual Certificate before the beginning of such quarter. The issue price of a REMIC Residual Certificate is the initial offering price to the public (excluding bond houses and brokers) at which a substantial amount of the REMIC Residual Certificates were sold. The “long-term Federal rate” is an average of current yields on Treasury securities with a remaining term of greater than nine years, computed and published monthly by the IRS.


	•	will not be permitted to be offset by deductions, losses or loss carryovers from other activities;

	•	will be treated as “unrelated business taxable income” to an otherwise tax-exempt organization; and

	•	will not be eligible for any rate reduction or exemption under any tax treaty with respect to the 30% United States withholding tax imposed on distributions to foreign investors. See, however, “—Foreign Investors in REMIC Certificates” below.

In the case of any REMIC Residual Certificates held by a real estate investment trust, the aggregate excess inclusions with respect to such REMIC Residual Certificates, reduced (but not below zero) by the real estate investment trust taxable income, excluding any net capital gain, will be allocated among the shareholders of such trust in proportion to the dividends received by such shareholders from such trust, and any amount so allocated will be treated as an excess inclusion with respect to a REMIC Residual Certificate as if held directly by such shareholder. The Treasury could issue regulations which apply a similar rule to regulated investment companies, common trust funds and certain cooperatives. The REMIC Regulations currently do not address this subject.

In addition, there are three rules for determining the effect of excess inclusions on the alternative minimum taxable income of a REMIC Residual Certificateholder. First, alternative minimum taxable income for a REMIC Residual Certificateholder is determined without regard to the special rule discussed above, that taxable income cannot be less than excess inclusions. Second, a REMIC Residual Certificateholder’s alternative minimum taxable income for a taxable year cannot be less than the excess inclusions for the year. Third, the amount of any alternative minimum tax net operating loss deduction must be computed without regard to any excess inclusions.

Noneconomic REMIC Residual Certificates. Under the REMIC regulations, transfers of “noneconomic” REMIC Residual Certificates will be disregarded for all federal income tax purposes if “a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax”. If such transfer is disregarded, the purported transferor will continue to remain liable for any taxes due with respect to the income on such “noneconomic” REMIC Residual Certificate. The REMIC regulations provide that a REMIC Residual Certificate is noneconomic unless, based on the prepayment assumptions and on any required or permitted cleanup calls, or required liquidation provisions, the present value of the expected future distributions discounted at the “applicable Federal rate” on the REMIC Residual Certificate equals at least the present value of the expected tax on the anticipated excess inclusions and the transferor reasonably expects that the transferee will receive distributions with respect to

the REMIC Residual Certificate at or after the time the taxes accrue on the anticipated excess inclusions in an amount sufficient to satisfy the accrued taxes. The REMIC regulations explain that a significant purpose to impede the assessment or collection of tax exists if the transferor, at the time of the transfer, either knew or should have known that the transferee would be unwilling or unable to pay taxes due on its share of the taxable income of the REMIC. Under the REMIC regulations, as amended July 19, 2002, a safe harbor is provided if (1) the transferor conducted, at the time of the transfer, a reasonable investigation of the financial condition of the transferee and found that the transferee historically had paid its debts as they came due in the future, (2) the transferee represents to the transferor that it understands that, as the holder of the noneconomic residual interest, the transferee may incur tax liabilities in excess of cash flows generated by the interest and that the transferee intends to pay taxes associated with holding the residual interest as they become due and (3) the transferee represents to the transferor that it will not cause income from the REMIC Residual Certificate to be attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of the transferee or any other United States person. Accordingly, all transfers of REMIC Residual Certificates that may constitute noneconomic residual interests will be subject to certain restrictions under the terms of the related pooling and servicing agreement that are intended to reduce the possibility of any such transfer being disregarded. Such restrictions will require each party to a transfer to provide an affidavit to certify to the matters in the preceding sentence.

In addition to the three conditions set forth above, a fourth condition has been added that must be satisfied in one of two alternative ways for the transferor to have a “safe harbor” against ignoring the transfer. Either:

(a) the present value of the anticipated tax liabilities associated with holding the noneconomic residual interest not exceed the sum of:


	(i)	the present value of any consideration given the transferee to acquire the interest;

	(ii)	the present value of the expected future distributions on the interest; and

	(iii)	the present value of the anticipated tax savings associated with holding the interest as the REMIC generates losses.

For purposes of the computations under this alternative, the transferee is assumed to pay tax at the highest rate of tax specified in Section 11(b)(1) of the Code (currently 35%) or, in certain circumstances, the alternative minimum tax rate. Further, present values are generally computed using a discount rate equal to the short-term Federal rate set forth in Section 1274(d) of the Code for the month of the transfer and the compounding period used by the transferee; or


	(i)	the transferee is a domestic “C” corporation (other than a corporation exempt from taxation of a regulated investment company or real estate investment trust) that meets certain gross and net asset tests (generally, $100 million of gross assets and $10 million of net assets for the current year and the two preceding fiscal years);

	(ii)	the transferee agrees in writing that it will transfer the residual interest only to a subsequent transferee that is an eligible corporation and meets the requirements for a safe harbor transfer; and

	(iii)	the facts and circumstances known to the transferor on or before the date of the transfer do not reasonably indicate that the taxes associated with ownership of the residual interest will not be paid by the transferee.

Prior to purchasing a REMIC Residual Certificate, prospective purchasers should consider the possibility that a purported transfer of such REMIC Residual Certificate by such a purchaser to another purchaser at some future date may be disregarded in accordance with the above-described rules which would result in the retention of tax liability by such purchaser. The related prospectus supplement will

On July 18, 2003 the Internal Revenue Service issued proposed Treasury regulations (the “Proposed Treasury Regulations”) under Sections 446(b), 860C, and 863(a) of the Internal Revenue Code relating to the proper method of accounting for, and source of income from, fees (“inducement fees”) received by taxpayers to induce the acquisition of “noneconomic” REMIC residual interests. The Proposed Treasury Regulations, if finalized as proposed, would apply to taxpayers who receive inducement fees in connection with becoming the holder of a noneconomic REMIC residual interest for taxable years ending on or after the date such regulations are published in final form.

Proposed Treasury Regulation section 1.863-1(e) provides that an inducement fee is treated as U.S. source income. Proposed Treasury Regulation section 1.446-6(c) sets forth a general rule (the “General Rule”) which provides that a taxpayer must recognize in income an inducement fee received for acquiring a noneconomic REMIC residual interest “over the remaining expected life of the applicable REMIC in a manner that reasonably reflects . . . the after-tax costs and benefits of holding that noneconomic residual interest.”

Under the Proposed Treasury Regulations, a taxpayer is generally permitted to adopt an accounting method for the recognition of inducement fees that meets the General Rule described above. The Proposed Treasury Regulations state, however, that the treatment of inducement fees received on noneconomic REMIC residual interests constitutes a method of accounting for purposes of Internal Revenue Code sections 446 and 481. Thus, under the Proposed Treasury Regulations, once an accounting method is adopted it must be consistently applied to all inducement fees received by the taxpayer in respect of noneconomic REMIC residual interests, and may not be changed without the consent of the Commissioner, pursuant to Internal Revenue Code section 446(e) and the Treasury Regulations and other procedures thereunder.

The Proposed Treasury Regulations set forth two alternative safe harbor methods of accounting for meeting the General Rule described above. The Commissioner is authorized to provide additional safe harbor methods by revenue ruling or revenue procedure.

Under one safe harbor method of accounting set forth in the Proposed Treasury Regulations (the “Book Method”), a taxpayer includes an inducement fee in income in accordance with the same accounting method and time period used by the taxpayer for financial reporting purposes, provided that the period over which such inducement fee is included in income is not less than the period the related REMIC is expected to generate taxable income.

Under the second safe harbor accounting method (the “Modified REMIC Regulatory Method”), a taxpayer recognizes inducement fee income ratably over the remaining anticipated weighted average life of the REMIC. For this purpose, the REMIC’s remaining anticipated weighted average life is determined as of the date of acquisition of the noneconomic REMIC residual interest using the methodology provided in current Treasury Regulation section 1.860E-1(a)(3)(iv).

The Proposed Treasury Regulations also provide that upon a sale or other disposition of a noneconomic REMIC residual interest (other than in a transaction to which Internal Revenue Code section 381(c)(4) applies) the holder must include currently in income the balance of any previously unrecognized inducement fee amounts attributable to such residual interest.

Mark-to-Market Rules. Section 475 provides a requirement that a securities dealer mark-to-market securities held for sale to customers. Treasury regulations provide that for purposes of this mark-to-market

Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a REMIC generally will be allocated to the holders of the related REMIC Residual Certificates. The applicable Treasury regulations indicate, however, that in the case of a REMIC that is similar to a single class grantor trust, all or a portion of such fees and expenses should be allocated to the holders of the related REMIC Regular Certificates. Unless otherwise stated in the related prospectus supplement, such fees and expenses will be allocated to holders of the related REMIC Residual Certificates in their entirety and not to the holders of the related REMIC Regular Certificates.

With respect to REMIC Residual Certificates or REMIC Regular Certificates which receive an allocation of fees and expenses in accordance with the preceding discussion, if any holder thereof is an individual, estate or trust, or a certain “pass-through entity,” an amount equal to these fees and expenses will be added to the certificateholder’s gross income and the certificateholder will treat such fees and expenses as a miscellaneous itemized deduction subject to the limitation of section 67 of the Code to the extent they exceed in the aggregate two percent of a taxpayer’s adjusted gross income. In addition, section 68 of the Code provides that the amount of itemized deductions otherwise allowable for an individual whose adjusted gross income exceeds a specified amount will be reduced by the lesser of:


	•	3% of the excess of the individual’s adjusted gross income over such amount; and

	•	80% of the amount of itemized deductions otherwise allowable for the taxable year.

However the section 68 reduction of allowable itemized deductions will be phased out beginning in 2006 and eliminated after 2009.

In determining the alternative minimum taxable income of such a holder of a REMIC Certificate that is an individual, estate or trust, or a “pass-through entity,” beneficially owned by one or more individuals, estates or trusts, no deduction will be allowed for such holder’s allocable portion of servicing fees and other miscellaneous itemized deductions of the REMIC, even though an amount equal to the amount of such fees and other deductions will be included in such holder’s gross income. Accordingly, such REMIC Certificates may not be appropriate investments for individuals, estates or trusts, or pass-through entities beneficially owned by one or more individuals, estates or trusts. Such prospective investors should carefully consult with their own tax advisors prior to making an investment in such certificates.

Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling certificateholder will recognize gain or loss equal to the difference between the amount realized on the sale and its adjusted basis in the REMIC Certificate. The adjusted basis of a REMIC Regular Certificate generally will equal the cost of such REMIC Regular Certificate to such certificateholder, increased by income reported by such certificateholder with respect to such REMIC Regular Certificate, including original issue discount and market discount income, and reduced (but not below zero) by distributions on such REMIC Regular Certificate received by such certificateholder and by any amortized premium. The adjusted basis of a REMIC Residual Certificate will be determined as described under “—Basis Rules, Net Losses and Distributions”. Except as provided in the following two paragraphs, any such gain or loss will be capital gain or loss, provided such REMIC Certificate is held as a capital asset within the meaning of section 1221 of the Code. Investors that recognize a loss on a sale or exchange of the REMIC Regular Certificates for federal income tax purposes in excess of certain threshold amounts should consult their tax advisors as to the need to file IRS Form 8886 (disclosing certain potential tax shelters) on their federal income tax returns.

Gain from the sale of a REMIC Regular Certificate that might otherwise be capital gain will be treated as ordinary income to the extent such gain does not exceed the excess, if any, of:


	•	the amount that would have been includible in the seller’s income with respect to such REMIC Regular Certificate assuming that income had accrued thereon at a rate equal to 110% of the


		“applicable Federal rate” determined as of the date of purchase of such REMIC Regular Certificate, over

	•	the amount of ordinary income actually includible in the seller’s income prior to such sale.

In addition, gain recognized on the sale of a REMIC Regular Certificate by a seller who purchased such REMIC Regular Certificate at a market discount will be taxable as ordinary income in an amount not exceeding the portion of such discount that accrued during the period such REMIC Certificate was held by such holder, reduced by any market discount included in income under the rules described above under “—Taxation of Owners of REMIC Regular Certificates—Market Discount” and “—Premium.”

REMIC Certificates will be “evidences of indebtedness” within the meaning of section 582(c)(1) of the Code, so that gain or loss recognized from the sale of a REMIC Certificate by a bank or thrift institution to which such section applies will be ordinary income or loss.

A portion of any gain from the sale of a REMIC Regular Certificate that might otherwise be capital gain may be treated as ordinary income to the extent that such certificate is held as part of a “conversion transaction” within the meaning of section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk and substantially all of the taxpayer’s return is attributable to the time value of money. The amount of gain so realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer’s net investment at 120% of the appropriate “applicable Federal rate” at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction.

Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for the taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer’s net investment income.

Except as may be provided in Treasury regulations yet to be issued, if the seller of a REMIC Residual Certificate reacquires a REMIC Residual Certificate, or acquires any other residual interest in a REMIC or any similar interest in a “taxable mortgage pool” during the period beginning six months before, and ending six months after, the date of such sale, such sale will be subject to the “wash sale” rules of section 1091 of the Code. In that event, any loss realized by the REMIC Residual Certificateholder on the sale will not be deductible, but instead will be added to such REMIC Residual Certificateholder’s adjusted basis in the newly acquired asset.

Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on REMICs equal to 100% of the net income derived from “prohibited transactions”. In general, subject to certain specified exceptions, a prohibited transaction means:


	•	the disposition of a mortgage loan;

	•	the receipt of income from a source other than a mortgage loan or certain other permitted investments;

	•	the receipt of compensation for services; or

	•	gain from the disposition of an asset purchased with the payments on the mortgage loans for temporary investment pending distribution on the REMIC Certificates.

It is not anticipated that the REMIC will engage in any prohibited transactions in which it would recognize a material amount of net income.

In addition, certain contributions to a REMIC made after the day on which the REMIC issues all of its interests could result in the imposition of a tax on the REMIC equal to 100% of the value of the

REMICs also are subject to federal income tax at the highest corporate rate on “net income from foreclosure property,” determined by reference to the rules applicable to real estate investment trusts. “Net income from foreclosure property” generally means gain from the sale of a foreclosure property that is inventory property and gross income from foreclosure property other than qualifying rents and other qualifying income for a real estate investment trust. A REMIC may recognize “net income from foreclosure property” subject to federal income tax if the Trustee or applicable servicer determines that the recovery to certificateholders is likely to be greater on an after tax basis than earning qualifying income that is not subject to tax.

Unless otherwise disclosed in the related prospectus supplement, it is not anticipated that any material state or local income or franchise tax will be imposed on any REMIC.

Unless otherwise stated in the related prospectus supplement, and to the extent permitted by then applicable laws, any tax on prohibited transactions, contributions, “net income from foreclosure property” or state or local tax imposed on the REMIC will be borne by the related servicer or trustee in any case out of its own funds, if such tax arose out of a breach of such person’s obligations under the related pooling and servicing agreement and in respect of compliance with applicable laws and regulations. Any such tax not borne by a servicer or trustee will be charged against the related trust fund resulting in a reduction in amounts payable to holders of the related REMIC Certificates.

Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations. If a REMIC Residual Certificate is transferred to a “disqualified organization,” a tax would be imposed in an amount equal to the product of:


	•	the present value discounted using the “applicable Federal rate” of the total anticipated excess inclusions with respect to such REMIC Residual Certificate for periods after the transfer; and

	•	the highest marginal federal income tax rate applicable to corporations.

The anticipated excess inclusions must be determined as of the date that the REMIC Residual Certificate is transferred and must be based on events that have occurred up to the time of such transfer, the prepayment assumption, required or permitted cleanup calls, or required liquidation provisions. Such a tax generally would be imposed on the transferor of the REMIC Residual Certificate, except that where such transfer is through an agent for a disqualified organization, the tax would instead be imposed on such agent. However, a transferor of a REMIC Residual Certificate would in no event be liable for such tax with respect to a transfer if the transferee furnishes to the transferor an affidavit that the transferee is not a disqualified organization and, as of the time of the transfer, the transferor does not have actual knowledge that such affidavit is false. Moreover, an entity will not qualify as a REMIC unless there are reasonable arrangements designed to ensure that residual interests are not held by disqualified organizations and information necessary for the application of the tax are made available. Restrictions on the transfer of REMIC Residual Certificates and certain other provisions that are intended to meet this requirement will be included in each pooling and servicing agreement, and will be discussed more fully in any prospectus supplement relating to the offering of any REMIC Residual Certificate.

In addition, if a “pass-through entity” includes in income excess inclusions with respect to a REMIC Residual Certificate, and disqualified organization is the record holder of an interest in such entity, then a tax will be imposed on such entity equal to the product of the amount of excess inclusions allocable to the interest in the pass-through entity held by such disqualified organization and the highest marginal federal income tax rate imposed on corporations. A pass-through entity will not be subject to this tax for any period, however, if each record holder of an interest in such pass-through entity furnishes to such pass-through entity such holder’s social security number and a statement under penalty of perjury that such social security number is that of the recordholder or a statement under penalty of perjury that such record holder is not a disqualified organization.


	•	the United States, any State or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of the foregoing (but would exclude as instrumentalities entities not treated as instrumentalities under section 168(h)(2)(D) of the Code or the Freddie Mac), or any organization (other than a cooperative described in section 521 of the Code);

	•	any organization that is exempt from federal income tax, unless it is subject to the tax imposed by section 511 of the Code; or

	•	any organization described in section 1381(a)(2)(C) of the Code.

For these purposes, a “pass-through entity” means any regulated investment company, real estate investment trust, trust, partnership or certain other entities described in section 860E(e)(6) of the Code. In addition, a person holding an interest in a pass-through entity as a nominee for another person will, with respect to such interest, be treated as a pass-through entity.

Termination. A REMIC will terminate immediately after the distribution date following receipt by the REMIC of the final payment in respect of the mortgage loans or upon a sale of the REMIC’s assets following the adoption by the REMIC of a plan of complete liquidation. The last distribution on a REMIC Regular Certificate will be treated as a payment in retirement of a debt instrument. In the case of a REMIC Residual Certificate, if the last distribution on such REMIC Residual Certificate is less than the REMIC Residual Certificateholder’s adjusted basis in such REMIC Residual Certificate, such REMIC Residual Certificateholder should be treated as realizing a loss equal to the amount of such difference. Such loss may be treated as a capital loss and may be subject to the “wash sale” rules of section 1091 of the Code.

Reporting and Other Administrative Matters. Solely for purposes of the administrative provisions of the Code, the REMIC will be treated as a partnership and REMIC Residual Certificateholders will be treated as partners. Unless otherwise stated in the related prospectus supplement, either the trustee or the servicer generally will hold at least a nominal amount of REMIC Residual Certificates, will file REMIC federal income tax returns on behalf of the related REMIC, and will be designated as and will act as the “tax matters person” with respect to the REMIC in all respects.

As the tax matters person, the trustee or the servicer, as the case may be, will, subject to certain notice requirements and various restrictions and limitations, generally have the authority to act on behalf of the REMIC and the REMIC Residual Certificateholders in connection with the administrative and judicial review of items of income, deduction, gain or loss of the REMIC, as well as the REMIC’s classification. REMIC Residual Certificateholders will generally be required to report such REMIC items consistently with their treatment on the related REMIC’s tax return and may in some circumstances be bound by a settlement agreement between the trustee or the servicer, as the case may be, as tax matters person, and the IRS concerning any such REMIC item. Adjustments made to the REMIC tax return may require a REMIC Residual Certificateholder to make corresponding adjustments on its return, and an audit of the REMIC’s tax return, or the adjustments resulting from such an audit, could result in an audit of a REMIC Residual Certificateholder’s return. No REMIC will be registered as a tax shelter pursuant to section 6111 of the Code because it is not anticipated that any REMIC will have a net loss for any of the first five taxable years of its existence. Any person that holds a REMIC Residual Certificate as a nominee for another person may be required to furnish to the related REMIC, in a manner to be provided in Treasury regulations, the name and address of such person and other information.

Reporting of interest income, including any original issue discount, with respect to REMIC Regular Certificates is required annually, and may be required more frequently under Treasury regulations. These information reports generally are required to be sent to individual holders of REMIC Regular Interests and the IRS; holders of REMIC Regular Certificates that are corporations, trusts, securities dealers and certain other non-individuals will be provided interest and original issue discount income information and the information set forth in the following paragraph upon request in accordance with the requirements of the

As applicable, the REMIC Regular Certificate information reports will include a statement of the adjusted issue price of the REMIC Regular Certificate at the beginning of each accrual period. In addition, the reports will include information required by regulations with respect to computing the accrual of any market discount. Because exact computation of the accrual of market discount on a constant yield method would require information relating to the holder’s purchase price that the REMIC may not have, such regulations only require that information pertaining to the appropriate proportionate method of accruing market discount be provided. See “—Taxation of Owners of REMIC Regular Certificates—Market Discount.”

The responsibility for complying with the foregoing reporting rules will be borne by either the trustee or the servicer, unless otherwise stated in the related prospectus supplement.

Backup Withholding with Respect to REMIC Certificates. Payments of interest and principal, and proceeds from the sale of REMIC Certificates, may be subject to the “backup withholding tax” at a rate of 28% (increasing to 31% after 2010) if recipients of such payments fail to furnish to the payor certain information, including their taxpayer identification numbers, or otherwise fail to establish an exemption from such tax. Any amounts deducted and withheld from a distribution to a recipient would be allowed as a credit against such recipient’s federal income tax. Furthermore, certain penalties may be imposed by the IRS on a recipient of payments that is required to supply information but that does not do so in the proper manner.

Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder that is not a “United States Person” and is not subject to federal income tax as a result of any direct or indirect connection to the United States in addition to its ownership of a REMIC Regular Certificate will not, unless otherwise stated in the related prospectus supplement, be subject to United States federal income or withholding tax in respect of a distribution on a REMIC Regular Certificate, provided that the holder complies to the extent necessary with certain identification requirements (including delivery of a statement, signed under penalties of perjury, certifying that such certificateholder is not a United States Person and providing the name and address of such certificateholder. For these purposes, “United States Person” means:


	•	a citizen or resident of the United States;

	•	a corporation or partnership (or other entity treated as a corporation or a partnership for United States Federal income tax purposes created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia (unless, in the case of a partnership, Treasury regulations are enacted that provide otherwise);

	•	an estate whose income is includible in gross income for United States federal income tax purposes regardless of its source; and

	•	a trust if a court within the United States is able to exercise primary supervision over the administration of the trust, and one or more United States persons have the authority to control all substantial decisions of the trust.

It is possible that the IRS may assert that the foregoing tax exemption should not apply with respect to interest distributed on a REMIC Regular Certificate that is held by:


	•	a REMIC Residual Certificateholder that owns directly or indirectly a 10% or greater interest in the REMIC Residual Certificates; or


	•	to the extent of the amount of interest paid by the related mortgagor on a particular mortgage loan, a REMIC Regular Certificateholder that owns a 10% or greater ownership interest in such mortgage or a controlled foreign corporation of which such mortgagor is a “United States shareholder” within the meaning of section 951(b) of the Code.

If the holder does not qualify for exemption, distributions of interest, including distributions in respect of accrued original issue discount, to such holder may be subject to a tax rate of 30%, subject to reduction under any applicable tax treaty. In addition, the foregoing rules will not apply to exempt a United States shareholder of a controlled foreign corporation from taxation on such United States shareholder’s allocable portion of the interest income received by such controlled foreign corporation. Further, it appears that a REMIC Regular Certificate would not be included in the estate of a nonresident alien individual and would not be subject to United States estate taxes. However, certificateholders who are non-resident alien individuals should consult their tax advisors concerning this question. Transfers of REMIC Residual Certificates to investors that are not United States persons will be prohibited under the related pooling and servicing agreement.

The Treasury Department issued final regulations which make certain modifications to the withholding, backup withholding and information reporting rules described above. Prospective investors are urged to consult their own tax advisors regarding these regulations.

Classification of Grantor Trust Funds. With respect to each series of grantor trust certificates, counsel to the depositor will deliver its opinion to the effect that, assuming compliance with the pooling and servicing agreement, the grantor trust fund will be classified as a grantor trust under subpart E, part I of subchapter J of the Code and not as a partnership or an association taxable as a corporation. Accordingly, each holder of a grantor trust certificate generally will be treated as the owner of an interest in the mortgage loans included in the grantor trust fund.

For purposes of the following discussion, a grantor trust certificate represents an undivided equitable ownership interest in the principal of the mortgage loans constituting the related grantor trust fund, together with interest thereon at a pass-through rate, will be referred to as a “grantor trust fractional interest certificate.” A grantor trust certificate representing ownership of all or a portion of the difference between interest paid on the mortgage loans constituting the related grantor trust fund less normal administration fees and any spread and interest paid to the holders of grantor trust fractional interest certificates issued with respect to a grantor trust fund will be referred to as a “grantor trust strip certificate.” A grantor trust strip certificate may also evidence a nominal ownership interest in the principal of the mortgage loans constituting the related grantor trust fund.

Grantor Trust Fractional Interest Certificates. Except as discussed in the related prospectus supplement, in the case of grantor trust fractional interest certificates, counsel to the depositor will deliver an opinion that, in general, grantor trust fractional interest certificates will represent interests in:


	•	assets described in section 7701(a)(19)(C) of the Code;

	•	“obligation[s] which . . . [are] principally secured by an interest in real property” within the meaning of section 860G(a)(3)(A) of the Code; and

	•	“real estate assets” within the meaning of section 856(c)(5)(B) of the Code.

In addition, counsel to the depositor will deliver an opinion that interest on grantor trust fractional interest certificates will to the same extent be considered “interest on obligations secured by mortgages on real property or on interests in real property” within the meaning of section 856(c)(3)(B) of the Code.

Grantor Trust Strip Certificates. Even if grantor trust strip certificates evidence an interest in a grantor trust fund consisting of mortgage loans that are assets described in section 7701(a)(19)(C) of the

The grantor trust strip certificates will be “obligation[s] (including any participation or certificate of beneficial ownership therein) which . . . [are] principally secured by an interest in real property” within the meaning of section 860G(a)(3)(A) of the Code.

General. Holders of a particular series of grantor trust fractional interest certificates generally will be required to report on their federal income tax returns their shares of the entire income from the mortgage loans (including reasonable servicing fees and other expenses) and will be entitled to deduct their shares of any such reasonable servicing fees and other expenses. In some situations, the taxpayer’s deduction may be subject to itemized deduction limitations and be limited if the taxpayer is subject to the corporate alternative minimum tax. For a more detailed discussion of these limitations, see “—Taxation of Owners of REMIC Residual Certificates—Possible Pass-Through of Miscellaneous Itemized Deductions”.

Although it is not entirely clear, it appears that in transactions in which multiple classes of grantor trust certificates are issued, such fees and expenses should be allocated among the classes of grantor trust certificates using a method that recognizes that each such class benefits from the related services. In the absence of further guidance, it is intended to base information returns or reports on a method that allocates such expenses among classes of grantor trust certificates with respect to each period based on the distributions made to each such class during that period.

The federal income tax treatment of grantor trust fractional interest certificates of any series will depend on whether they are subject to the “stripped bond” rules of section 1286 of the Code. Grantor trust fractional interest certificates may be subject to those rules if a class of grantor trust strip certificates is issued as part of the same series of Certificates or the depositor or any of its affiliates retains a right to receive a specified portion of the interest payable on a mortgage asset. Further, the IRS has ruled that an unreasonably high servicing fee retained by a seller or servicer will be treated as a retained ownership interest in mortgages that constitutes a stripped coupon. For purposes of determining what constitutes reasonable servicing fees for various types of mortgages the IRS has established certain “safe harbors.” The servicing fees paid with respect to the mortgage loans for certain series of grantor trust certificates may be higher than the “safe harbors” and, accordingly, may not constitute reasonable servicing compensation. The related prospectus supplement will include information regarding servicing fees paid to a servicer or their respective affiliates necessary to determine whether the preceding “safe harbor” rules apply.

If Stripped Bond Rules Apply. If the stripped bond rules apply, each grantor trust fractional interest certificate will be treated as having been issued with “original issue discount” within the meaning of section 1273(a) of the Code, subject, however, to the discussion below regarding the treatment of certain stripped bonds as market discount bonds and de minimis market discount discussion below. See “—Taxation of Owners of Grantor Trust Fractional Interest Certificates—Market Discount.” Under the stripped bond rules, the holder of a grantor trust fractional interest certificate will be required to report “qualified stated interest” from its grantor trust fractional interest certificate for each month, as such amounts are received or accrued (based on the holder’s method of accounting) and will be required to report an amount equal to the original issue discount income that accrues on such certificate in that month calculated under a constant yield method, in accordance with the rules of the Code relating to original issue discount.

The original issue discount on a grantor trust fractional interest certificate will be the excess of such certificate’s stated redemption price over its issue price. The issue price of a grantor trust fractional interest certificate as to any purchaser will be equal to the price paid by such purchaser for the grantor trust fractional interest certificate. The stated redemption price of a grantor trust fractional interest certificate will be the sum of all payments to be made on such certificate, other than “qualified stated interest,” and the certificate’s share of reasonable servicing and other expenses. See “—Taxation of Owners of Grantor Trust Fractional Interest Certificates—If Stripped Bond Rules Do Not Apply” for a definition of “qualified stated interest.” In general, the amount of such income that accrues in any month would equal the product of such holder’s adjusted basis in such grantor trust fractional interest certificate at the beginning of such month (see “—Sales of Grantor Trust Certificates”) and the yield of such grantor trust fractional interest certificate to such holder. Such yield would be computed at the rate that, if used to discount the holder’s share of future payments on the mortgage loans, would cause the present value of those future payments to equal the price at which the holder purchased such certificate. In computing yield under the stripped bond rules, a certificateholder’s share of future payments on the mortgage loans will not include any payments made in respect of any spread or any other ownership interest in the mortgage loans retained by the depositor, a servicer, or their respective affiliates, but will include such certificateholder’s share of any reasonable servicing fees and other expenses.

With respect to certain categories of debt instruments, section 1272(a)(6) of the Code requires the use of a reasonable prepayment assumption and conforms to the prepayment assumption used in pricing the instrument. Regulations could be adopted applying those provisions to the grantor trust fractional interest certificates. It is unclear whether those provisions would be applicable to the grantor trust fractional interest certificates or whether use of a reasonable prepayment assumption may be required or permitted without reliance on these rules. It is also uncertain, if a prepayment assumption is used, whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the grantor trust fractional interest certificate or, with respect to any holder, at the time of purchase of the grantor trust fractional interest certificate by that holder. Certificateholders are advised to consult their own tax advisors concerning reporting original issue discount in general and, in particular, whether a prepayment assumption should be used in reporting original issue discount with respect to grantor trust fractional interest certificates.

In the case of a grantor trust fractional interest certificate acquired at a price equal to the principal amount of the mortgage loans allocable to such certificate, the use of a prepayment assumption generally would not have any significant effect on the yield used in calculating accruals of interest income. In the case, however, of a grantor trust fractional interest certificate acquired at a discount or premium, the use of a reasonable prepayment assumption would increase or decrease such yield, and thus accelerate or decelerate, respectively, the reporting of income.

If a prepayment assumption is not used, then when a mortgage loan prepays in full, the holder of a grantor trust fractional interest certificate acquired at a discount or a premium generally will recognize income or loss, which under amendments to the Code adopted in 1997 would be capital except to the extent of any accrued market discount equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to such certificate and the portion of the adjusted basis of such certificate that is allocable to such certificateholder’s interest in the mortgage loan. If a prepayment assumption is used, although there is no guidance, logically that no separate item of income or loss should be recognized upon a prepayment. Instead, a prepayment should be treated as a partial payment of the stated redemption price of the grantor trust fractional interest certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates. See “—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount.” It is unclear whether any other adjustments would be required to reflect differences between an assumed prepayment rate and the actual rate of prepayments.

In the absence of statutory or administrative clarification, it is currently intended to base information reports or returns to the IRS and certificateholders in transactions subject to the stripped bond rules on a prepayment assumption that will be disclosed in the related prospectus supplement and on a constant yield

Under Treasury regulation section 1.1286-1(b), certain stripped bonds are to be treated as market discount bonds and, accordingly, any purchaser of such a bond is to account for any discount on the bond as market discount rather than original issue discount. This treatment only applies, however, if immediately after the most recent disposition of the bond by a person stripping one or more coupons from the bond and disposing of the bond or coupon, there is less than a de minimis amount of original issue discount or the annual stated rate of interest payable on the original bond is no more than one percentage point lower than the gross interest rate payable on the original mortgage loan before subtracting any servicing fee or any stripped coupon. Original issue discount or market discount on a grantor trust fractional interest certificate are de minimis if less than 0.25% of the stated redemption price multiplied by the weighted average maturity of the mortgage loans. Original issue discount or market discount of only a de minimis amount will be included in income in the same manner as de minimis original issue discount and market discount described in “—If Stripped Bond Rules Do Not Apply” and “—Market Discount.”

If Stripped Bond Rules Do Not Apply. Subject to the discussion below on original issue discount, if the stripped bond rules do not apply to a grantor trust fractional interest certificate, the certificateholder will be required to report its share of the interest income on the mortgage loans in accordance with such certificateholder’s normal method of accounting. The original issue discount rules will apply to a grantor trust fractional interest certificate to the extent it evidences an interest in mortgage loans issued with original issue discount.

The original issue discount, if any, on the mortgage loans will equal the difference between the stated redemption price of such mortgage loans and their issue price. Under the OID regulations, the stated redemption price is equal to the total of all payments to be made on such mortgage loan other than “qualified stated interest.” “Qualified stated interest” generally includes interest that is unconditionally payable at least annually at a single fixed rate, at a “qualified floating rate” or at an “objective rate.” In general, the issue price of a mortgage loan will be the amount received by the borrower from the lender under the terms of the mortgage loan, less any “points” paid by the borrower, and the stated redemption price of a mortgage loan will equal its principal amount, unless the mortgage loan provide for an initial below-market rate of interest or the acceleration or the deferral of interest payments.

In the case of mortgage loans bearing adjustable or variable interest rates, the related prospectus supplement will describe the manner in which such rules will be applied with respect to those mortgage loans in preparing information returns to the certificateholders and the IRS.

Notwithstanding the general definition of original issue discount, original issue discount will be considered to be de minimis if such original issue discount is less than 0.25% of the stated redemption price multiplied by the weighted average maturity of the mortgage loan. For this purpose, the weighted average maturity of the mortgage loan will be computed by multiplying the number of full years from the issue date until such payment is expected to be made by a fraction, the numerator of which is the amount of the payment and the denominator of which is the stated redemption price of the mortgage loan. Under the OID regulations, original issue discount of only a de minimis amount will generally be included in income as each payment of stated principal price is made, based on the product of the total amount of such de minimis original issue discount and a fraction, the numerator of which is the amount of each such payment and the denominator of which is the outstanding stated principal amount of the mortgage loan. The OID Regulations also permit a certificateholder to elect to accrue de minimis original issue discount into income currently based on a constant yield method. See “—Market Discount” below.

If original issue discount is in excess of a de minimis amount, all original issue discount with respect to a mortgage loan will be required to be accrued and reported in income each month, based on a constant

yield. The OID regulations suggest that no prepayment assumption is appropriate in computing the yield on prepayable obligations issued with original issue discount. In the absence of statutory or administrative clarification, it currently is not intended to base information reports or returns to the IRS and certificateholders on the use of a prepayment assumption in transactions not subject to the stripped bond rules. However, section 1272(a)(6) of the Code may require that a prepayment assumption be made in computing yield with respect to all mortgage-backed securities. Certificateholders are advised to consult their own tax advisors concerning whether a prepayment assumption should be used in reporting original issue discount with respect to grantor trust fractional interest certificates. Certificateholders should refer to the related prospectus supplement with respect to each series to determine whether and in what manner the original issue discount rules will apply to mortgage loans in such series.

A purchaser of a grantor trust fractional interest certificate that purchases such grantor trust fractional interest certificate at a cost less than such certificate’s allocable portion of the aggregate remaining stated redemption price of the mortgage loans held in the related trust fund will also be required to include in gross income such certificate’s daily portions of any original issue discount with respect to such mortgage loans. However, each such daily portion will be reduced, if the cost of such grantor trust fractional interest certificate to such purchaser is in excess of such certificate’s allocable portion of the aggregate “adjusted issue prices” of the mortgage loans held in the related trust fund, approximately in proportion to the ratio such excess bears to such certificate’s allocable portion of the aggregate original issue discount remaining to be accrued on such mortgage loans. The adjusted issue price of a mortgage loan on any given day equals the sum of the adjusted issue price of such mortgage loan at the beginning of the accrual period that includes such day plus the daily portions of original issue discount for all days during such accrual period prior to such day. The adjusted issue price of a mortgage loan at the beginning of any accrual period will equal the issue price of such mortgage loan, increased by the aggregate amount of original issue discount with respect to such mortgage loan that accrued in prior accrual periods, and reduced by the amount of any payments made on such mortgage loan in prior accrual periods of amounts included in its stated redemption price.

The trustee or servicer, as applicable, will provide to any holder of a grantor trust fractional interest certificate such information as such holder may reasonably request from time to time with respect to original issue discount accruing on grantor trust fractional interest certificates. See “—Grantor Trust Reporting” below.

Market Discount. If the stripped bond rules do not apply to the grantor trust fractional interest certificate, a certificateholder may be subject to the market discount rules of sections 1276 through 1278 of the Code to the extent an interest in a mortgage loan is considered to have been purchased at a “market discount.” If market discount is in excess of a de minimis amount, the holder generally will be required to include in income in each month the amount of such discount that has accrued through such month that has not previously been included in income, but limited, in the case of the portion of such discount that is allocable to any mortgage loan, to the payment of stated redemption price on such mortgage loan that is received by or due to the trust fund in that month. A certificateholder may elect to include market discount in income currently as it accrues under a constant yield method rather than including it on a deferred basis in accordance with the foregoing. If made, such election will apply to all market discount bonds acquired by such certificateholder during or after the first taxable year to which such election applies. In addition, the OID regulations would permit a certificateholder to elect to accrue all interest, discount and premium in income as interest, based on a constant yield method. If such an election were made with respect to a mortgage loan with market discount, the certificateholder would be deemed to have made an election to currently include market discount in income with respect to all other debt instruments having market discount that such certificateholder acquires during the taxable year of the election and thereafter and, possibly, previously acquired instruments. Similarly, a certificateholder that made this election for a certificate acquired at a premium would be deemed to have made an election to amortize bond premium with respect to all debt instruments having amortizable bond premium that such certificateholder owns or acquires. See “—Taxation of Owners of REMIC Regular Certificates—

Section 1276(b)(3) of the Code authorized the Treasury Department to issue regulations providing for the method for accruing market discount on debt instruments where principal is payable in more than one installment. Until such time as regulations are issued by the Treasury Department, certain rules described in the Committee Report apply. For a more detailed discussion of the treatment of market discount, see “Taxation of Owners of REMIC Regular Certificates—Market Discount”.

Because the mortgage loans will provide for periodic payments of stated redemption price, such discount may be required to be included in income at a rate that is not significantly slower than the rate at which such discount would be included in income if it were original issue discount. Market discount with respect to mortgage loans generally will be considered to be de minimis if it is less than 0.25% of the stated redemption price of the mortgage loans multiplied by the number of full years to maturity remaining after the date of its purchase. In interpreting a similar rule with respect to original issue discount on obligations payable in installments, the OID regulations refer to the weighted average maturity of obligations, and it is likely that the same rule will be applied with respect to market discount, presumably taking into account the prepayment assumption used, if any. The effect of using a prepayment assumption could be to accelerate the reporting of such discount income. If market discount is treated as de minimis under the foregoing rule, it appears that actual discount would be treated in a manner similar to original issue discount of a de minimis amount. See “—If Stripped Bond Rules Do Not Apply.” Further, under the rules described in “—Taxation of Owners of REMIC Regular Certificates—Market Discount,” any discount that is not original issue discount and exceeds a de minimis amount may require the deferral of interest expense deductions attributable to accrued market discount not yet includible in income, unless an election has been made to report market discount currently as it accrues. This rule applies without regard to the origination dates of the mortgage loans.

Premium. If a certificateholder is treated as acquiring the underlying mortgage loans at a premium, that is, at a price in excess of their remaining stated redemption price, such certificateholder may elect under section 171 of the Code to amortize using a constant yield method. Amortizable premium is treated as an offset to interest income on the related debt instrument, rather than as a separate interest deduction.

It is unclear whether a prepayment assumption should be used in computing amortization of premium allowable under section 171 of the Code. If premium is not subject to amortization using a prepayment assumption and a mortgage loan prepays in full, the holder of a grantor trust fractional interest certificate acquired at a premium should recognize a loss, equal to the difference between the portion of the prepaid principal amount of the mortgage loan that is allocable to the certificate and the portion of the adjusted basis of the certificate that is allocable to the mortgage loan. If a prepayment assumption is used to amortize such premium, it appears that such a loss would be unavailable. Instead, if a prepayment assumption is used, a prepayment should be treated as a partial payment of the stated redemption price of the grantor trust fractional interest certificate and accounted for under a method similar to that described for taking account of original issue discount on REMIC Regular Certificates. See “—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount.” It is unclear whether any other adjustments would be required to reflect differences between the prepayment assumption used, if any, and the actual rate of prepayments.

Taxation of Owners of Grantor Trust Strip Certificates. The “stripped coupon” rules of section 1286 of the Code will apply to the grantor trust strip certificates. Except as described above in “—If Stripped Bond Rules Apply,” no regulations or published rulings under section 1286 of the Code have been issued and some uncertainty exists as to how it will be applied to securities such as the grantor trust strip certificates. Accordingly, holders of grantor trust strip certificates should consult their own tax advisors concerning the method to be used in reporting income or loss with respect to such certificates.

The OID regulations in so far as they describe the application of the constant yield method, do not apply to instruments to which section 1272(a)(6) applies, which may include grantor trust strip certificates as well as grantor trust fractional interest certificates, although they provide general guidance as to how the

Under the stripped coupon rules, it appears that original issue discount will be required to be accrued in each month on the grantor trust strip certificates based on a constant yield method. In effect, each holder of grantor trust strip certificates would include as interest income in each month an amount equal to the product of such holder’s adjusted basis in such grantor trust strip certificate at the beginning of such month and the yield of such grantor trust strip certificate to such holder. Such yield would be calculated based on the price paid for that grantor trust strip certificate by its holder and the payments remaining to be made thereon at the time of the purchase, plus an allocable portion of the servicing fees and expenses to be paid with respect to the mortgage loans. See “—If Stripped Bond Rules Apply” above.

As noted above, section 1272(a)(6) of the Code requires that a prepayment assumption be used in computing the accrual of original issue discount with respect to certain categories of debt instruments, and that adjustments be made in the amount and rate of accrual of such discount when prepayments do not conform to such prepayment assumption. Regulations could be adopted applying those provisions to the grantor trust strip certificates. It is unclear whether those provisions would be applicable to the grantor trust strip certificates or whether use of a prepayment assumption may be required or permitted in the absence of such regulations. It is also uncertain, if a prepayment assumption is used, whether the assumed prepayment rate would be determined based on conditions at the time of the first sale of the grantor trust strip certificate or, with respect to any subsequent holder, at the time of purchase of the grantor trust strip certificate by that holder.

The accrual of income on the grantor trust strip certificates will be significantly slower if a prepayment assumption is permitted to be made than if yield is computed assuming no prepayments. In the absence of statutory or administrative guidance, it is intended to base information returns or reports to the IRS and certificateholders on the stripped bond prepayment assumption disclosed in the related prospectus supplement and on a constant yield computed using a representative initial offering price for each class of certificates. However, neither the depositor nor any other person will make any representation that the mortgage loans will in fact prepay at a rate conforming to the stripped bond prepayment assumption. Prospective purchasers of the grantor trust strip certificates should consult their own tax advisors regarding the use of the stripped bond prepayment assumption.

It is unclear under what circumstances, if any, the prepayment of a mortgage loan will give rise to a loss to the holder of a grantor trust strip certificate. If a grantor trust strip certificate is treated as a single instrument and the effect of prepayments is taken into account in computing yield with respect to such grantor trust strip certificate, it appears that no loss may be available as a result of any particular prepayment unless prepayments occur at a rate faster than the stripped bond prepayment assumption. However, if a grantor trust strip certificate is treated as an interest in discrete mortgage loans, or if the stripped bond prepayment assumption is not used, then when a mortgage loan is prepaid, the holder of a grantor trust strip certificate should be able to recognize a loss equal to the portion of the adjusted issue price of the grantor trust strip certificate that is allocable to such mortgage loan. In addition, any loss may be treated as a capital loss.

Possible Application of Contingent Payment Rules. The coupon stripping rules’ general treatment of stripped coupons is to regard them as newly issued debt instruments in the hands of each purchaser. To the extent that payments on the grantor trust strip certificates would cease if the mortgage loans were prepaid in full, the grantor trust strip certificates could be considered to be debt instruments providing for contingent payments. Under the OID regulations, debt instruments providing for contingent payments are not subject to the same rules as debt instruments providing for non contingent payments. Final regulations have been promulgated with respect to contingent payment debt instruments. However, these regulations do not specifically address the grantor trust strip certificates or other securities subject to the stripped bond rules of section 1286 of the Code. Certificateholders should consult their tax advisors concerning the possible application of the contingent payment rules to the grantor trust strip certificates.

Sales of Grantor Trust Certificates. Any gain or loss, equal to the difference between the amount realized on the sale or exchange of a grantor trust certificate and its adjusted basis, recognized on such sale or exchange of a grantor trust certificate by an investor who holds such grantor trust certificate as a capital asset, will be capital gain or loss, except to the extent of accrued and unrecognized market discount, which will be treated as ordinary income. The adjusted basis of a grantor trust certificate generally will equal its cost, increased by any income reported by the seller and reduced (but not below zero) by any previously reported losses, any amortized premium and by any distributions with respect to such grantor.

Gain or loss from the sale of a grantor trust certificate may be partially or wholly ordinary and not capital in certain circumstances. Gain attributable to accrued and unrecognized market discount will be treated as ordinary income, as will gain or loss recognized by banks and other financial institutions subject to section 582(c) of the Code. Furthermore, a portion of any gain that might otherwise be capital gain may be treated as ordinary income to the extent that the grantor trust certificate is held as part of a “conversion transaction” within the meaning of section 1258 of the Code. A conversion transaction generally is one in which the taxpayer has taken two or more positions in the same or similar property that reduce or eliminate market risk and the taxpayer’s return is substantially attributable to the time value of money. The amount of gain realized in a conversion transaction that is recharacterized as ordinary income generally will not exceed the amount of interest that would have accrued on the taxpayer’s net investment at 120% of the appropriate “applicable Federal rate” at the time the taxpayer enters into the conversion transaction, subject to appropriate reduction for prior inclusion of interest and other ordinary income items from the transaction. Finally, a taxpayer may elect to have net capital gain taxed at ordinary income rates rather than capital gains rates in order to include such net capital gain in total net investment income for that taxable year, for purposes of the rule that limits the deduction of interest on indebtedness incurred to purchase or carry property held for investment to a taxpayer’s net investment income. Investors that recognize a loss on a sale or exchange of the grantor trust certificates for federal income tax purposes in excess of certain threshold amounts should consult their tax advisors as to the need to file IRS Form 8886 (disclosing certain potential tax shelters) on their federal income tax returns.

Grantor Trust Reporting. As may be provided in the related prospectus supplement, the trustee or servicer, as applicable, will furnish to each holder of a grantor trust certificate, with each distribution, a statement setting forth the amount of such distribution allocable to principal on the underlying mortgage loans and to interest thereon at the related pass-through interest rate. In addition, within a reasonable time after the end of each calendar year, the trustee or servicer will furnish to each certificateholder during such year such customary factual information as the depositor or the reporting party deems necessary or desirable to enable holders of grantor trust certificates to prepare their tax returns and will furnish comparable information to the IRS as and when required by law to do so. Because the rules for accruing discount and amortizing premium with respect to the grantor trust certificates are uncertain in various respects, there is no assurance the IRS will agree with the trustee’s or servicer’s information reports. Moreover, such information reports, even if otherwise accepted as accurate by the IRS, will in any event be accurate only as to the initial certificateholders that bought their certificates at the representative initial offering price used in preparing such reports.

Backup Withholding. In general, the rules described in “—Taxation of Owners of REMIC Residual Certificates—Backup Withholding with Respect to REMIC Certificates” will also apply to grantor trust certificates.

Foreign Investor. In general, the discussion with respect to REMIC Regular Certificates in “—Taxation of Owners of REMIC Residual Certificates—Foreign Investors in REMIC Certificates” applies to grantor trust certificates except that grantor trust certificates will, unless otherwise disclosed in the related prospectus supplement, be eligible for exemption from United States withholding tax, subject to the conditions described in such discussion, only to the extent the related mortgage loans were originated after July 18, 1984. However, to the extent the grantor trust certificate represents an interest in real property (e.g., because of foreclosures), it would be treated as representing a United States real property

To the extent that interest on a grantor trust certificate would be exempt under sections 871(h)(1) and 881(c) of the Code from United States withholding tax, and the grantor trust certificate is not held in connection with a certificateholder’s trade or business in the United States, such grantor trust certificate will not be subject to United States estate taxes in the estate of a non-resident alien individual.

On June 20, 2002, the IRS published proposed regulations which will, when effective, establish a reporting framework for interests in “widely held fixed investment trusts” that will place the responsibility of reporting on the person in the ownership chain who holds an interest for a beneficial owner. A widely-held fixed investment trust is defined as an entity classified as a “trust” under Treasury regulation Section 301.7701-4(c), in which any interest is held by a middleman, which includes, but is not limited to (i) a custodian of a person’s account, (ii) a nominee and (iii) a broker holding an interest for a customer in street name. These regulations are proposed to be effective beginning January 1, 2004.

In addition to the federal income tax consequences described in “Material Federal Income Tax Consequences,” potential investors should consider the state and local tax consequences of the acquisition, ownership and disposition of the offered certificates. State tax law may differ substantially from the corresponding federal tax law, and the discussion above does not purport to describe any aspect of the tax laws of any state or other jurisdiction. Therefore, prospective investors should consult their own tax advisors with respect to the various tax consequences of investments in the offered certificates.

ERISA and the Code impose certain requirements on retirement plans and other employee benefit plans or arrangements, including individual retirement accounts, individual retirement annuities, medical savings accounts, Keogh plans, collective investment funds and separate and general accounts in which such plans, accounts or arrangements are invested that are subject to the fiduciary responsibility provisions of ERISA and Section 4975 of the Code (all of which are referred to in this prospectus as “Plans”), and on persons who are fiduciaries with respect to Plans, in connection with the investment of Plan assets. Certain employee benefit plans, such as governmental plans (as defined in ERISA Section 3(32)), and, if no election has been made under Section 410(d) of the Code, church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. However, such plans may be subject to the provisions of other applicable federal, state or local law (which may contain restrictions substantially similar to those in ERISA and the Code).

ERISA generally imposes on Plan fiduciaries certain general fiduciary requirements, including those of investment prudence and diversification and the requirement that a Plan’s investments be made in accordance with the documents governing the Plan. In addition, ERISA and the Code prohibit a broad range of transactions involving assets of a Plan and persons (“Parties-in-Interest”) who have certain specified relationships to the Plan, unless a statutory or administrative exemption is available. Certain Parties-in-Interest that participate in a prohibited transaction may be subject to an excise tax imposed pursuant to Section 4975 of the Code, unless a statutory or administrative exemption is available. These prohibited transactions generally are set forth in Section 406 of ERISA and Section 4975 of the Code.

Plan Asset Regulations. A Plan’s investment in offered certificates may cause the trust assets to be deemed “plan assets” of a Plan. Section 2510.3-101 of the regulations of the United States Department of Labor (the “DOL”) provides that when a Plan acquires an equity interest in an entity, the Plan’s assets include both such equity interest and an undivided interest in each of the underlying assets of the entity, unless certain exceptions not applicable to this discussion apply, or unless the equity participation in the

Any person who has discretionary authority or control respecting the management or disposition of plan assets of a Plan, and any person who provides investment advice with respect to such assets for a fee, will generally be a fiduciary of the investing plan. If the trust assets constitute plan assets, then any party exercising management or discretionary control regarding those assets, such as a master servicer, a special servicer or any sub-servicer, may be deemed to be a Plan “fiduciary” with respect to the investing Plan, and thus subject to the fiduciary responsibility provisions and prohibited transaction provisions of ERISA and the Code. In addition, if the trust assets constitute plan assets, the purchase of certificates by a Plan, as well as the operation of the trust fund, may constitute or involve a prohibited transaction under ERISA and the Code.

Wachovia Corporation (“Wachovia”) has received from the DOL an individual prohibited transaction exemption (the “Exemption”), which generally exempts from the application of the prohibited transaction provisions of sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on such prohibited transactions pursuant to Section 4975(a) and (b) of the Code, certain transactions, among others, relating to the servicing and operation of mortgage pools and the purchase, sale and holding of mortgage pass-through certificates underwritten by an underwriter, provided that certain conditions set forth in the Exemption application are satisfied. For purposes of this Section, “ERISA Considerations,” the term “underwriter” includes (i) Wachovia, (ii) any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Wachovia, and (iii) any member of the underwriting syndicate or selling group of which Wachovia or a person described in (ii) is a manager or co-manager with respect to a class of certificates. See “Method of Distribution.”

The Exemption sets forth five general conditions which, among others, must be satisfied for a transaction involving the purchase, sale and holding of offered certificates by a Plan to be eligible for exemptive relief under the Exemption:

First, the acquisition of offered certificates by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm’s-length transaction with an unrelated party.

Second, the offered certificates at the time of acquisition by the Plan must be rated in one of the four highest generic rating categories by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), Moody’s Investors Service, Inc. (“Moody’s”), or Fitch, Inc. (“Fitch”).

Third, the trustee cannot be an affiliate of any other member of the Restricted Group other than an underwriter. The “Restricted Group” consists of any underwriter, the depositor, the trustee, the master servicer, the special servicer, any sub-servicer, the provider of any credit support and any obligor with respect to mortgage assets (including mortgage loans underlying a CMBS not issued by Fannie Mae, Freddie Mac or Ginnie Mae) constituting more than 5% of the aggregate unamortized principal balance of the mortgage assets in the related trust fund as of the date of initial issuance of the certificates.

Fourth, the sum of all payments made to and retained by the underwriter(s) in connection with the distribution or placement of certificates must represent not more than reasonable compensation for underwriting or placing the certificates; the sum of all payments made to and retained by the depositor pursuant to the assignment of the mortgage assets to the related trust fund must represent not more than the fair market value of such obligations; and the sum of all payments made to and retained by the master

Fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as amended.

In the event the obligations used to fund the trust fund have not all been transferred to the trust fund on the closing date, additional obligations meeting certain requirements as specified in the Exemption may be transferred to the trust fund in exchange for the amounts credited to the Pre-Funding Account during a period required by the Exemption, commencing on the closing date and ending no later than the earliest to occur of: (i) the date the amount on deposit in the Pre-Funding Account (as defined in the Exemption) is less than the minimum dollar amount specified in the pooling and servicing agreement; (ii) the date on which an event of default occurs under the pooling and servicing agreement; or (iii) the date which is the later of three months or 90 days after the closing date. In addition, the amount in the Pre-Funding Account may not exceed 25% of the aggregate principal amount of the offered certificates. Certain other conditions of the Exemption relating to pre-funding accounts must also be met, in order for the exemption to apply. The prospectus supplement will discuss whether pre-funding accounts will be used.

The Exemption also requires that the trust fund meet the following requirements: (i) the trust fund must consist solely of assets of the type that have been included in other investment pools; (ii) certificates in such other investment pools must have been rated in one of the four highest categories of Standard & Poor’s, Moody’s, or Fitch for at least one year prior to the Plan’s acquisition of certificates; and (iii) certificates in such other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan’s acquisition of certificates.

The Exemption generally applies to mortgage loans such as the mortgage loans to be included in any trust fund. It is not clear whether the Exemption applies to participant directed plans as described in Section 404(c) of ERISA or plans that are subject to Section 4975 of the Code but that are not subject to Title I of ERISA, such as certain Keogh plans and certain individual retirement accounts. If mortgage loans are secured by leasehold interests, each lease term must be at least 10 years longer than the term of the relevant mortgage loan.

If the general conditions set forth in the Exemption are satisfied, the Exemption may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA (as well as the excise taxes imposed by Sections 4975(a) and (b) of the Code by reason of Sections 4975(c)(1)(A) through (D) of the Code) in connection with (i) the direct or indirect sale, exchange or transfer of offered certificates acquired by a Plan upon issuance from the depositor or underwriter when the depositor, underwriter, master servicer, special servicer, sub-servicer, trustee, provider of credit support, or obligor with respect to mortgage assets is a “Party in Interest” under ERISA with respect to the investing Plan, (ii) the direct or indirect acquisition or disposition in the secondary market of offered certificates by a Plan and (iii) the holding of offered certificates by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of a certificate on behalf of an “Excluded Plan” by any person who has discretionary authority or renders investment advice with respect to the assets of such Excluded Plan. For this purpose, an Excluded Plan is a Plan sponsored by any member of the Restricted Group.

If certain specific conditions set forth in the Exemption are also satisfied, the Exemption may provide relief from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Sections 4975(a) and (b) of the Code by reason of Section 4975(c)(1)(E) of the Code to an obligor acting as a fiduciary with respect to the investment of a Plan’s assets in the certificates (or such obligor’s affiliate) only if, among other requirements (i) such obligor (or its affiliate) is an obligor with respect to 5% percent or less of the fair market value of the assets contained in the trust fund and is otherwise not a member of the Restricted Group, (ii) a Plan’s investment in certificates does not exceed 25% of all of the certificates outstanding at the time of the acquisition, (iii) immediately after the acquisition, no more than 25% of the assets of the Plan are invested in certificates representing an interest in trusts (including the

The Exemption also applies to transactions in connection with the servicing, management and operation of the trust fund, provided that, in addition to the general requirements described above, (a) such transactions are carried out in accordance with the terms of a binding pooling and servicing agreement, (b) the pooling and servicing agreement is provided to, or described in all material respects in the prospectus or private placement memorandum provided to, investing Plans before their purchase of certificates issued by the trust fund and (c) the terms and conditions for the defeasance of a mortgage obligation and substitution of a new mortgage obligation, as so directed, have been approved by an NRSRO and do not result in any certificates receiving a lower credit rating from the NRSRO than the current rating. The pooling and servicing agreements will each be a “Pooling and Servicing Agreement” as defined in the Exemption. Each pooling and servicing agreement will provide that all transactions relating to the servicing, management and operations of the trust fund must be carried out in accordance with the pooling and servicing agreement.

The DOL has issued a Prohibited Transaction Class Exemption 95-60 (the “Class Exemption”), which provides relief from the application of the prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of ERISA and Section 4975 of the Code for transactions in connection with the servicing, management and operation of a trust in which an insurance company general account has an interest as a result of its acquisition of certificates issued by such trust, provided that certain conditions are satisfied. Insurance company general accounts meeting the specified conditions may generally purchase, in reliance on the Class Exemption, classes of certificates that do not meet the requirements of the Exemption solely because they have not received a rating at the time of the acquisition in one of the four highest rating categories from Standard & Poor’s, Moody’s, or Fitch. In addition to the foregoing Class Exemption, relief may be available to certain insurance company general accounts, which support policies issued by any insurer on or before December 31, 1998 to or for the benefit of employee benefit plans, under regulations published by the DOL under Section 401(c) of ERISA, that became applicable on July 5, 2001.

Any Plan fiduciary considering the purchase of certificates should consult with its counsel with respect to the applicability of the Exemption and other issues and determine on its own whether all conditions have been satisfied and whether the certificates are an appropriate investment for a Plan under ERISA and the Code (or, in the case of governmental plans or church plans, under applicable federal, state or local law). The prospectus supplement will specify the representations required by purchasers of certificates, but generally, each purchaser using the assets of one or more Plans to purchase a certificate shall be deemed to represent that each such Plan qualifies as an “accredited investor” as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, and no Plan will be permitted to purchase or hold such certificates unless such certificates are rated in one of the top four rating categories by at least one rating agency at the time of such purchase, unless such Plan is an insurance company general account that represents and warrants that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60. Each purchaser of classes of certificates that are not rated at the time of purchase in one of the top four rating categories by at least one rating agency shall be deemed to represent that it is eligible for, and meets all of the requirements of, Sections I and III of Prohibited Transaction Class Exemption 95-60. The prospectus supplement with respect to a series of certificates may contain additional information regarding the application of the Exemption or any other exemption, with respect to the certificates offered thereby.

If so specified in the related prospectus supplement, certain classes of the offered certificates will constitute “mortgage related securities” for purposes of SMMEA. Generally, the only classes of offered certificates which will qualify as “mortgage related securities” will be those that (1) are rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization and (2) are part of a series evidencing interests in a trust fund consisting of loans originated by certain types of originators specified in SMMEA and secured by first liens on real estate. The appropriate characterization of those offered certificates not qualifying as “mortgage related securities” for purposes of SMMEA (“Non-SMMEA Certificates”) under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase such offered certificates, may be subject to significant interpretive uncertainties. Accordingly, investors whose investment activities are subject to investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the Non-SMMEA Certificates constitute legal investments for them.

Those classes of offered certificates qualifying as “mortgage related securities” will constitute legal investments for persons, trusts, corporations, partnerships, associations, business trusts and business entities, including depository institutions, insurance companies, trustees and pension funds created pursuant to or existing under the laws of the United States or of any state, including the District of Columbia and Puerto Rico whose authorized investments are subject to state regulation, to the same extent that, under applicable law, obligations issued by or guaranteed as to principal and interest by the United States or any of its agencies or instrumentalities constitute legal investments for such entities.

Under SMMEA, a number of states enacted legislation, on or before the October 3, 1991 cutoff for such enactments, limiting to various extents the ability of certain entities (in particular, insurance companies) to invest in “mortgage related securities” secured by liens on residential, or mixed residential and commercial properties, in most cases by requiring the affected investors to rely solely upon existing state law, and not SMMEA. Pursuant to Section 347 of the Riegle Community Development and Regulatory Improvement Act of 1994, which amended the definition of “mortgage related security” to include, in relevant part, offered certificates satisfying the rating and qualified originator requirements for “mortgage related securities,” but evidencing interests in a trust fund consisting, in whole or in part, of first liens on one or more parcels of real estate upon which are located one or more commercial structures, states were authorized to enact legislation, on or before September 23, 2001, specifically referring to Section 347 and prohibiting or restricting the purchase, holding or investment by state-regulated entities in such types of offered certificates. Accordingly, the investors affected by any state legislation overriding the preemptive effect of SMMEA will be authorized to invest in offered certificates qualifying as “mortgage related securities” only to the extent provided in that legislation.

SMMEA also amended the legal investment authority of federally-chartered depository institutions as follows: federal savings and loan associations and federal savings banks may invest in, sell or otherwise deal in “mortgage related securities” without limitation as to the percentage of their assets represented thereby, federal credit unions may invest in those securities, and national banks may purchase those securities for their own account without regard to the limitations generally applicable to investment securities set forth in 12 U.S.C. § 24 (Seventh), subject in each case to those regulations as the applicable federal regulatory authority may prescribe. In this connection, the Office of the Comptroller of the Currency (the “OCC”) has amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for their own account, without limitation as to a percentage of the bank’s capital and surplus (but subject to compliance with certain general standards in 12 C.F.R. § 1.5 concerning “safety and soundness” and retention of credit information), certain “Type IV securities,” defined in 12 C.F.R. § 1.2(m) to include certain “commercial mortgage-related securities” and “residential mortgage-related securities.” As so defined, “commercial mortgage-related security” and “residential mortgage-related security” mean, in relevant part, “mortgage related security” within the meaning of SMMEA, provided that, in the case of a “commercial mortgage-related security,” it “represents ownership of a promissory note or certificate of interest or participation that is directly secured by a first lien on one or more parcels of real estate upon which one or more

commercial structures are located and that is fully secured by interests in a pool of loans to numerous obligors.” In the absence of any rule or administrative interpretation by the OCC defining the term “numerous obligors,” no representation is made as to whether any of the offered certificates will qualify as “commercial mortgage-related securities,” and thus as “Type IV securities,” for investment by national banks. The National Credit Union Administration (the “NCUA”) has adopted rules, codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in “mortgage related securities,” other than stripped mortgage related securities, residual interests in mortgage related securities, and commercial mortgage related securities, subject to compliance with general rules governing investment policies and practices; however, credit unions approved for the NCUA’s “investment pilot program” under 12 C.F.R. § 703.19 may be able to invest in those prohibited forms of securities, while “RegFlex credit unions” may invest in commercial mortgage related securities under certain conditions pursuant to 12 C.F.R. § 742.4(b)(2). The Office of Thrift Supervision (the “OTS”) has issued Thrift Bulletin 13a (December 1, 1998), “Management of Interest Rate Risk, Investment Securities, and Derivatives Activities” and Thrift Bulletin 73a (December 18, 2001) “Investing in Complex Securities,” which thrift institutions subject to the jurisdiction of the OTS should consider before investing in any of the offered certificates.

All depository institutions considering an investment in the offered certificates should review the “Supervisory Policy Statement on Investment Securities and End-User Derivatives Activities” (the “1998 Policy Statement”) of the Federal Financial Institutions Examination Council, which has been adopted by the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the OCC and the OTS, effective May 26, 1998, and by the NCUA effective October 1, 1998. The 1998 Policy Statement sets forth general guidelines which depository institutions must follow in managing risks (including market, credit, liquidity, operational (transaction), and legal risks) applicable to all securities (including mortgage pass-through securities and mortgage-derivative products) used for investment purposes.

Investors whose investment activities are subject to regulation by federal and state authorities should review rules, policies and guidelines adopted from time to time by those authorities before purchasing any offered certificates, as certain classes may be deemed unsuitable investments, or may otherwise be restricted, under those rules, policies or guidelines (in certain instances irrespective of SMMEA).

The foregoing does not take into consideration the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor, including, but not limited to, “prudent investor” provisions, percentage-of-assets limits, provisions which may restrict or prohibit investment in securities which are not “interest-bearing” or “income-paying,” and, with regard to any offered certificates issued in book-entry form, provisions which may restrict or prohibit investments in securities which are issued in book-entry form.

Except as to the status of certain classes of offered certificates as “mortgage related securities,” no representations are made as to the proper characterization of the offered certificates for legal investment purposes, financial institution regulatory purposes, or other purposes, or as to the ability of particular investors to purchase offered certificates under applicable legal investment restrictions. The uncertainties described above (and any unfavorable future determinations concerning legal investment or financial institution regulatory characteristics of the offered certificates) may adversely affect the liquidity of the offered certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates constitute legal investments or are subject to investment, capital or other restrictions and, if applicable, whether SMMEA has been overridden in any jurisdiction relevant to such investor.

The offered certificates offered by the prospectus and the related prospectus supplements will be offered in series. The distribution of the offered certificates may be effected from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices to be determined at the time of sale or at the time of commitment therefor. The prospectus supplement for the offered certificates of each series will, as to each class of such certificates, set forth the method of the offering, either the initial public offering price or the method by which the price at which the certificates of such class will be sold to the public can be determined, any class or classes of offered certificates, or portions thereof, that will be sold to affiliates of the depositor, the amount of any underwriting discounts, concessions and commissions to underwriters, any discounts or commissions to be allowed to dealers and the proceeds of the offering to the depositor. If so specified in the prospectus supplement, the offered certificates of a series will be distributed in a firm commitment underwriting, subject to the terms and conditions of the underwriting agreement, by Wachovia Capital Markets, LLC, acting as underwriter with other underwriters, if any, named in the prospectus supplement. Alternatively, the prospectus supplement may specify that offered certificates will be distributed by Wachovia Capital Markets, LLC acting as agent. If Wachovia Capital Markets, LLC acts as agent in the sale of offered certificates, Wachovia Capital Markets, LLC will receive a selling commission with respect to such offered certificates, depending on market conditions, expressed as a percentage of the aggregate certificate balance or notional amount of such offered certificates as of the date of issuance. The exact percentage for each series of certificates will be disclosed in the prospectus supplement. To the extent that Wachovia Capital Markets, LLC elects to purchase offered certificates as principal, Wachovia Capital Markets, LLC may realize losses or profits based upon the difference between its purchase price and the sales price. The prospectus supplement with respect to any series offered other than through underwriters will contain information regarding the nature of such offering and any agreements to be entered into between the depositor or any affiliate of the depositor and purchasers of offered certificates of such series.

This prospectus and prospectus supplements also may be used by the depositor, Wachovia Capital Markets, LLC, an affiliate of the depositor, and any other affiliate of the depositor when required under the federal securities laws in connection with offers and sales of offered certificates in furtherance of market-making activities in offered certificates. Wachovia Capital Markets, LLC or any such other affiliate may act as principal or agent in such transactions. Such sales will be made at prices related to prevailing market prices at the time of sale or otherwise.

If so specified in a prospectus supplement, all or a portion of one or more classes of the offered certificates identified in the prospectus supplement may be retained or sold by the depositor either directly or indirectly through an underwriter, including Wachovia Capital Markets, LLC to one or more affiliates of the depositor. This prospectus and prospectus supplements may be used by any such affiliate to resell offered certificates publicly or privately to affiliated or unaffiliated parties either directly or indirectly through an underwriter, including Wachovia Capital Markets, LLC

The depositor will agree to indemnify Wachovia Capital Markets, LLC and any underwriters and their respective controlling persons against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments that any such person may be required to make in respect thereof.

In the ordinary course of business, Wachovia Capital Markets, LLC and the depositor may engage in various securities and financing transactions, including repurchase agreements to provide interim financing of the depositor’s mortgage loans pending the sale of such mortgage loans or interests therein, including the certificates.

The depositor anticipates that the offered certificates will be sold primarily to institutional investors which may include affiliates of the depositor. Purchasers of offered certificates, including dealers, may, depending on the facts and circumstances of such purchases, be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, in connection with reoffers and sales by them of

As to each series of certificates, only those classes rated in an investment grade rating category by any rating agency will be offered hereby. Any class of certificates not offered by this prospectus may be initially retained by the depositor, and may be sold by the depositor at any time to one or more institutional investors.

Underwriters or agents and their associates may be customers of (including borrowers from), engage in transactions with, and/or perform services for the depositor, its affiliates, and the trustee in the ordinary course of business.

Unless otherwise specified in the prospectus supplement, certain legal matters in connection with the certificates of each series, including certain federal income tax consequences, will be passed upon for the depositor by Cadwalader, Wickersham & Taft LLP, Charlotte, North Carolina.

A new trust fund will be formed with respect to each series of certificates, and no trust fund will engage in any business activities or have any assets or obligations prior to the issuance of the related series of certificates. Accordingly, no financial statements with respect to any trust fund will be included in this prospectus or in the prospectus supplement.

It is a condition to the issuance of any class of offered certificates that they shall have been rated not lower than investment grade, that is, in one of the four highest rating categories, by at least one rating agency.

Ratings on commercial mortgage pass-through certificates address the likelihood of receipt by the holders thereof of all collections on the underlying mortgage assets to which such holders are entitled. These ratings address the structural, legal and issuer-related aspects associated with such certificates, the nature of the underlying mortgage assets and the credit quality of the guarantor, if any. Ratings on commercial mortgage pass-through certificates do not represent any assessment of the likelihood of principal prepayments by borrowers or of the degree by which such prepayments might differ from those originally anticipated. As a result, certificateholders might suffer a lower than anticipated yield, and, in addition, holders of Stripped Interest Certificates in extreme cases might fail to recoup their initial investments.

There can be no assurance that any rating agency not requested to rate the offered certificates will not nonetheless issue a rating to any or all classes thereof and, if so, what such rating or ratings would be. A rating assigned to any class of offered certificates by a rating agency that has not been requested by the depositor to do so may be lower than the rating assigned to a class of offered certificates by one or more of the rating agencies that has been requested by the depositor to rate the offered certificates.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to qualification, revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of another security rating.

“Accrual Certificates” means certificates which provide for distributions of accrued interest thereon commencing only following the occurrence of certain events, such as the retirement of one or more other classes of certificates of such series.

“Accrued Certificate Interest” means, with respect to each class of certificates and each distribution date, other than certain classes of Stripped Interest Certificates and REMIC Residual certificates, the amount equal to the interest accrued for a specified period (generally the period between distribution dates) on the outstanding certificate balance of those certificates immediately prior to such distribution date, at the applicable pass-through rate, as described under “Distributions of Interest on the Certificates” in this prospectus.

“Available Distribution Amount” means, for any series of certificates and any distribution date, the total of all payments or other collections (or advances in lieu thereof) on, under or in respect of the mortgage assets and any other assets included in the related trust fund that are available for distribution to the certificateholders of that series on that date. The particular components of the Available Distribution Amount for any series on each distribution date will be more specifically described in the prospectus supplement.

“Constant Prepayment Rate” or “CPR” means a rate that represents an assumed constant rate of prepayment each month (which is expressed on a per annum basis) relative to the outstanding principal balance of a pool of mortgage loans for the life of such mortgage loans.

“Cut-Off Date” means the date on which the ownership of the mortgage loans of a related series of certificates and rights to payment thereon are deemed transferred to the trust fund, as specified in the related prospectus supplement.

“Debt Service Coverage Ratio” means, with respect to a mortgage loan at any given time and as more fully set forth in the prospectus supplement, the ratio of (i) the Net Operating Income of the mortgaged property for a twelve-month period to (ii) the annualized scheduled payments on the mortgage loan and on any other loan that is secured by a lien on the mortgaged property prior to the lien of the mortgage.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Farmer Mac” or “FAMC” means the Federal Agricultural Mortgage Corporation.

“Loan-to-Value Ratio” means, as more fully set forth in the prospectus supplement, the ratio (expressed as a percentage) of (i) the then outstanding principal balance of the mortgage loan and the outstanding principal balance of any loan secured by a lien on the mortgaged property prior to the lien of the mortgage, to (ii) the value of the mortgaged property, which is generally its fair market value determined in an appraisal obtained by the originator at the origination of such loan.

“Net Operating Income” means, as more fully set forth in the prospectus supplement and for any given period, the total operating revenues derived from a mortgaged property, minus the total operating expenses incurred in respect of the mortgaged property other than (i) non-cash items such as depreciation and amortization, (ii) capital expenditures and (iii) debt service on loans (including the mortgage loan) secured by liens on the mortgaged property.

“REMIC” means a “real estate mortgage investment conduit” under the Code.

“REMIC Certificate” means a certificate issued by a trust fund relating to a series of certificate where an election is made to treat the trust fund as a REMIC.

“REO Property” means any mortgaged property acquired on behalf of the trust fund in respect of a defaulted mortgage loan through foreclosure, deed in lieu of foreclosure or otherwise.

“SMMEA” means the Secondary Mortgage Market Enhancement Act of 1984, as amended.

“Standard Prepayment Assumption” or “SPA” means a rate that represents an assumed variable rate of prepayment each month (which is expressed on a per annum basis) relative to the then outstanding principal balance of a pool of loans, with different prepayment assumptions often expressed as percentages of SPA.

“Stripped Interest Certificates” means certificates which are entitled to interest distributions with disproportionately small, nominal or no principal distributions.

“Stripped Principal Certificates” means certificates which are entitled to principal distributions with disproportionately small, nominal or no interest distributions.

The file “WBCMT 2003-C8 Prospectus Annexes A1-5.xls”, which is a Microsoft Excel*, Version 5.0 spreadsheet, that provides in electronic format certain information shown in Annexes A-1, A-2, A-3, A-4 and A-5. In addition, the spreadsheet provides certain Mortgage Loan and Mortgaged Property information contained in Annex A-1 and information detailing the changes in the amount of monthly payments with regard to certain Mortgage Loans. As described under “DESCRIPTION OF THE CERTIFICATES—Reports to Certificateholders; Available Information” in the Prospectus Supplement, each month the Paying Agent will make available through its internet website an electronic file in CMSA format updating and supplementing the information contained in the “WBCMT 2003-C8 Prospectus Annexes A1-5.xls” file.

To open the file, insert the diskette into your floppy drive. Copy the file “WBCMT 2003-C8 Prospectus Annexes A1-5.xls” to your hard drive or network drive. Open the file “WBCMT 2003-C8 Prospectus Annexes A1-5.xls” as you would normally open any spreadsheet in Microsoft Excel. After the file is opened, a securities law legend will be displayed. READ THE LEGEND CAREFULLY. To view the data, see the worksheets labeled “Disclaimer”, “A-1 Loan and Property Schedule” or “A-2 Multifamily Data” or “A-3 Reserve Accounts” or “A-4 Commercial Tenant Schedule” or “A-5 Crossed Collateralized Pool”, respectively.

Until February , 2004, all dealers that effect transactions in the Offered Certificates, whether or not participating in this offering, may be required to deliver a Prospectus Supplement and Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus Supplement and Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


SUMMARY OF PROSPECTUS SUPPLEMENT		S-5
	OVERVIEW OF THE CERTIFICATES	S-6
	THE PARTIES	S-7
	IMPORTANT DATES AND PERIODS	S-9
	THE CERTIFICATES	S-10
	THE MORTGAGE LOANS	S-24
RISK FACTORS		S-35
DESCRIPTION OF THE MORTGAGE POOL		S-85
	General	S-85
	Mortgage Loan History	S-86
	Certain Terms and Conditions of the Mortgage Loans	S-87
	Assessments of Property Condition	S-91
	Co-Lender Loans	S-91
	Additional Mortgage Loan Information	S-98
	Twenty Largest Mortgage Loans	S-115
	The Mortgage Loan Sellers	S-154
	Underwriting Standards	S-155
	Assignment of the Mortgage Loans; Repurchases and Substitutions	S-156
	Representations and Warranties; Repurchases and Substitutions	S-158
	Repurchase or Substitution of Cross-Collateralized Mortgage Loans	S-161
	Changes in Mortgage Pool Characteristics	S-162
SERVICING OF THE MORTGAGE LOANS		S-162
	General	S-162
	The Master Servicer and the Special Servicer	S-163
	Servicing of the Chelsea Market Loan Pair and the Regency Square Mall Loan Pair	S-166
	Servicing and Other Compensation and Payment of Expenses	S-167
	Modifications, Waivers and Amendments	S-169
	The Controlling Class Representative	S-171
	Defaulted Mortgage Loans; REO Properties; Purchase Option	S-173
	Inspections; Collection of Operating Information	S-175
DESCRIPTION OF THE CERTIFICATES		S-176
	General	S-176
	Registration and Denominations	S-177
	Certificate Balances and Notional Amounts	S-179
	Pass-Through Rates	S-181
	Distributions	S-184
	Subordination; Allocation of Losses and Certain Expenses	S-193
	P&I Advances	S-196
	Appraisal Reductions	S-198
	Reports to Certificateholders; Available Information	S-199
	Assumed Final Distribution Date; Rated Final Distribution Date	S-204
	Voting Rights	S-205
	Termination	S-205
	The Trustee	S-206
YIELD AND MATURITY CONSIDERATIONS		S-207
	Yield Considerations	S-207
	Weighted Average Life	S-210
USE OF PROCEEDS		S-215
MATERIAL FEDERAL INCOME TAX CONSEQUENCES		S-215
	General	S-215
	Taxation of the Offered Certificates	S-216
ERISA CONSIDERATIONS		S-217
LEGAL INVESTMENT		S-220


METHOD OF DISTRIBUTION			S-220
LEGAL MATTERS			S-221
RATINGS			S-222
INDEX OF DEFINED TERMS			S-223


ANNEX A-1	CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES	A-1-1
ANNEX A-2	CERTAIN INFORMATION REGARDING MULTIFAMILY MORTGAGED PROPERTIES	A-2-1
ANNEX A-3	RESERVE ACCOUNTS	A-3-1
ANNEX A-4	COMMERCIAL TENANT SCHEDULE	A-4-1
ANNEX A-5	CROSS-COLLATERALIZED/CROSS-DEFAULTED POOLS	A-5-1
ANNEX B	FORM OF DISTRIBUTION DATE STATEMENT	B-1
ANNEX C	CLASS X-P REFERENCE RATE	C-1



You should carefully consider the risk factors beginning on page S-35 of this prospectus supplement and on page 11 of the accompanying prospectus. Neither the offered certificates nor the underlying mortgage loans are insured or guaranteed by any government agency or instrumentality. The offered certificates will represent interests in the trust fund only. They will not represent obligations of any other party. The offered certificates will not be listed on any national securities exchange or any automated quotation system of any registered securities association. This prospectus supplement may be used to offer and sell the offered certificates only if it is accompanied by the prospectus dated November 5, 2003.		The trust fund: • As of November 11, 2003, the mortgage loans included in the trust fund will have an aggregate principal balance of approximately $974,238,294. • The trust fund will consist of a pool of 54 fixed rate mortgage loans. • The mortgage loans are secured by first liens on commercial and multifamily properties. • All of the mortgage loans were originated or acquired by Wachovia Bank, National Association, Eurohypo AG, New York Branch, Citigroup Global Markets Realty Corp. or Artesia Mortgage Capital Corporation. The certificates: • The trust fund will issue twenty-three classes of certificates. • Only the eight classes of offered certificates described in the following table are being offered by this prospectus supplement and the accompanying prospectus.


	•	This summary highlights selected information from this prospectus supplement and does not contain all of the information that you need to consider in making your investment decision. To understand the terms of the offered certificates, you must carefully read this entire prospectus supplement and the accompanying prospectus.

	•	This summary provides an overview of certain calculations, cash flows and other information to aid your understanding and is qualified by the full description of these calculations, cash flows and other information in this prospectus supplement and the accompanying prospectus.

	•	We provide information in this prospectus supplement on the certificates that are not offered by this prospectus supplement only to enhance your understanding of the offered certificates. We are not offering the non-offered certificates pursuant to this prospectus supplement.

	•	Unless otherwise stated, all percentages of the mortgage loans included in the trust fund, or of any specified group of mortgage loans included in the trust fund, referred to in this prospectus supplement are calculated using the aggregate principal balance of the mortgage loans included in the trust fund as of the cut-off date (which is November 11, 2003 with respect to 36 mortgage loans and November 1, 2003 with respect to 18 mortgage loans) after giving effect to payments due on or before such date whether or not received. The cut-off date balance of each mortgage loan included in the trust fund and each cut-off date certificate balance in this prospectus supplement assumes the timely receipt of principal scheduled to be paid (if any) on each mortgage loan and no defaults, delinquencies or prepayments on any mortgage loan on or before the related cut-off date. Percentages of mortgaged properties are references to the percentages of the aggregate principal balance of all the mortgage loans included in the trust fund as of the cut-off date represented by the aggregate principal balance of the related mortgage loans as of the cut-off date.

	•	All numerical information concerning the mortgage loans included in the trust fund is provided on an approximate basis.


(1)	Subject to a permitted variance of plus or minus 5.0%.

(2)	Based on no prepayments and the other assumptions set forth under “YIELD AND MATURITY CONSIDERATIONS— Weighted Average Life” in this prospectus supplement.

(3)	By each of Moody’s Investors Service, Inc. and Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. See “RATINGS” in this prospectus supplement.

(4)	The pass-through rate applicable to the Class A-4, Class J, Class K, Class L, Class M, Class N, Class O and Class P certificates for any distribution date will be subject to a maximum rate of the applicable weighted average net mortgage rate (calculated as described herein) for such date.

(5)	The pass-through rate applicable to the Class B certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for such date less % per annum.

(6)	The pass-through rate applicable to the Class C, Class D, Class E, Class F, Class G and Class H certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described herein) for such date.

(7)	Not offered hereby. Any information provided herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates.

(8)	The Class X-C and Class X-P certificates are not offered by this prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class X-C and Class X-P certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class X-C or Class X-P certificates, as the case may be, as described in this prospectus supplement. The interest rates applicable to the Class X-C and Class X-P certificates for each distribution date will be as described in this prospectus supplement. See “DESCRIPTION OF THE CERTIFICATES—Pass-Through Rates” in this prospectus supplement.


	The trustee will distribute amounts to the extent that the money is available, in the following order of priority, to pay:

	Interest, pro rata, on the Class A-1, Class A-2, Class A-3, Class A-4, Class X-C and Class X-P certificates.

	Principal of the Class A-1 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

	Principal of the Class A-2 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

	Principal of the Class A-3 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

	Principal of the Class A-4 certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

	Reimbursement to the Class A-1, Class A-2, Class A-3 and Class A-4 certificates, pro rata, for any realized loss and trust fund expenses borne by such classes

	Interest on the Class B certificates.

	Principal of the Class B certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

	Reimbursement to the Class B certificates for any realized losses and trust fund expenses borne by such class.

	Interest on the Class C certificates.

	Principal of the Class C certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.



	Reimbursement to the Class C certificates for any realized losses and trust fund expenses borne by such class.

	Interest on the Class D certificates.

	Principal of the Class D certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

	Reimbursement to the Class D certificates for any realized losses and trust fund expenses borne by such class.

	Interest on the Class E certificates.

	Principal of the Class E certificates, up to the principal distribution amount, until their certificate balance is reduced to zero.

	Reimbursement to the Class E certificates for any realized losses and trust fund expenses borne by such class.


	(1)	Does not include mortgage loans with anticipated repayment dates.

	(2)	Consists of a group of 2 individual mortgage loans (loan numbers 14 and 15).

	(3)	For purposes of determining the debt service coverage ratio of 1 mortgage loan (loan number 13), representing 1.9% of the mortgage pool, the debt service payments were reduced by taking into account amounts available in cash reserves. See “DESCRIPTION OF THE MORTGAGE POOL— Additional Mortgage Loan Information” in this prospectus supplement.


	(1)	A mortgaged property is considered shadow anchored if it is in close proximity to an anchored retail property.

	(2)	Specifically, the fee interest in land which the ground tenant has improved and leased as an anchored retail shopping center. The retail shopping center is not part of the loan collateral, and the source of funds for loan repayment is the ground rent payments made to the borrower.


(1)	In the case of a concentration of cross-collateralized mortgage loans, the aggregate principal balance.

(2)	For purposes of calculating the DSCR for 1 mortgage loan (loan number 13), representing 1.9% of the mortgage pool, the debt service payments were reduced by taking into account amounts available in cash reserves. See “DESCRIPTION OF THE MORTGAGE POOL — Additional Mortgage Loan Information” in this prospectus supplement.


Only Trust Fund Assets Are Available to Pay You		Neither the offered certificates nor the mortgage loans will be guaranteed or insured by us or any of our affiliates, by any governmental agency or instrumentality or by any other person. If the assets of the trust fund, primarily the mortgage loans, are insufficient to make payments on the offered certificates, no other assets will be available for payment of the deficiency. See “RISK FACTORS—The Assets of the Trust Fund May Not Be Sufficient to Pay Your Certificates” in the accompanying prospectus.

Prepayments Will Affect Your Yield		Prepayments. The yield to maturity on the offered certificates will depend on the rate and timing of principal payments (including both voluntary prepayments, in the case of mortgage loans that permit voluntary prepayment, and involuntary prepayments, such as prepayments resulting from casualty or condemnation, defaults, liquidations or repurchases for breaches of representations or warranties or other sales of defaulted mortgage loans, which in either case may not require any accompanying prepayment premium or yield maintenance charge) on the mortgage loans included in the trust fund and how such payments are allocated among the offered certificates entitled to distributions of principal.

		In addition, upon the occurrence of certain limited events, a party may be required or permitted to repurchase or purchase a mortgage loan from the trust fund and the money paid would be passed through to the holders of the


		Performance Escrows. In connection with the origination of some of the mortgage loans, the related borrowers were required to escrow funds or post a letter of credit related to obtaining certain performance objectives. In general, such funds will be released to the related borrower upon the satisfaction of certain conditions. If the conditions are not satisfied, although the master servicer will be directed in the pooling and servicing agreement (in accordance with the servicing standard) to hold the escrows, letters of credit or proceeds of such letters of credit as additional collateral and not use the funds to reduce the principal balance of the related mortgage loan, in the event such funds are required to be used to reduce the principal balance of such mortgage loans, such amounts will be passed through to the holders of the certificates as principal prepayments.

		Premiums. Provisions requiring prepayment premiums and yield maintenance charges may not be enforceable in some states and under federal bankruptcy law, and may constitute interest for usury purposes. Accordingly, we cannot provide assurance that the obligation to pay such premium or charge will be enforceable or, if enforceable, that the foreclosure proceeds will be sufficient to pay such prepayment premium or yield maintenance charge. Additionally, although the collateral substitution provisions related to defeasance are not intended to be, and do not have the same effect on the certificateholders as, a prepayment, we cannot provide assurance that a court would not interpret such provisions as requiring a prepayment premium or yield maintenance charge and possibly determine that such provisions are unenforceable or usurious under applicable law. Prepayment premiums and yield maintenance charges are generally not charged for prepayments resulting from casualty or condemnation and would not be paid in connection with repurchases of mortgage loans for breaches of representations or warranties. No prepayment premium or yield maintenance charge will be required for prepayments in connection with a casualty or condemnation unless, in the case of certain of the mortgage loans, an event of default has occurred and is continuing.

		Pool Concentrations. Principal payments (including prepayments) on the mortgage loans included in the trust fund will occur at different rates. In addition, mortgaged properties can be released from the trust fund as a result of prepayments, defeasance, repurchases, casualties or condemnations. As a result, the aggregate balance of the mortgage loans concentrated in various property types in the trust fund changes over time. You therefore may be exposed to varying concentration risks as the mixture of


WACHOVIA SECURITIES	Citigroup


		Additionally, less than all of the certificateholders may amend the pooling and servicing agreement in certain circumstances.

		See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” and “DESCRIPTION OF THE CERTIFICATES—Voting Rights” in this prospectus supplement and the accompanying prospectus.

Liquidity for Certificates May Be Limited		There is currently no secondary market for the offered certificates. While each underwriter has advised us that it intends to make a secondary market in one or more classes of the offered certificates, none of them is under any obligation to do so. No secondary market for your certificates may develop. If a secondary market does develop, there can be no assurance that it will be available for the offered certificates or, if it is available, that it will provide holders of the offered certificates with liquidity of investment or continue for the life of your certificates. Lack of liquidity could result in a substantial decrease in the market value of your certificates. Your certificates will not be listed on any securities exchange or traded in any automated quotation system of any registered securities association such as NASDAQ.


Book-Entry Registration		Your certificates will be initially represented by one or more certificates registered in the name of Cede & Co., as the nominee for DTC, and will not be registered in your name. As a result, you will not be recognized as a certificateholder, or holder of record of your certificates.

Potential Conflicts of Interest		The master servicer is an affiliate of the depositor and is one of the underwriters and one of the mortgage loan sellers. This affiliation could cause a conflict with the master servicer’s duties to the trust under the pooling and servicing agreement. However, the pooling and servicing agreement provides that the mortgage loans shall be administered in accordance with the servicing standard described in this prospectus supplement without regard to an affiliation with any other party to the pooling and servicing agreement. See “SERVICING OF THE MORTGAGE LOANS—General” in this prospectus supplement.

		Wachovia Bank, National Association, which is the master servicer, or one of its affiliates, is also the holder of the companion loan with respect to 1 mortgage loan, representing 9.1% of the mortgage pool and may also purchase certain of the certificates. This could cause a conflict between Wachovia Bank, National Association’s duties to


Risks Associated with Commercial Lending May Be Different Than for Residential Lending		Commercial and multifamily lending is generally viewed as exposing a lender (and your investment in the trust fund) to a greater risk of loss than lending which is secured by single-family residences, in part because it typically involves making larger loans to single borrowers or groups of related mortgagors. In addition, unlike loans which are secured by single-family residences, repayment of loans secured by commercial and multifamily properties depends upon the ability of the related real estate project:

		• to generate income sufficient to pay debt service, operating expenses and leasing commissions and to make necessary repairs, tenant improvements and capital improvements; and

		• in the case of loans that do not fully amortize over their terms, to retain sufficient value to permit the borrower to pay off the loan at maturity through a sale or refinancing of the mortgaged property.

Future Cash Flow and Property Values Are Not Predictable		A number of factors, many beyond the control of the property owner, may affect the ability of an income-


		value of a mortgage loan or the interests of certificateholders therein; or


		• certain of their respective representations or warranties concerning such mortgage loan are breached, and such breach materially and adversely affects the value of such mortgage loan or the interests of the certificateholders therein and is not cured as required.

		We cannot provide assurance that the applicable mortgage loan seller will be in a financial position to make such a repurchase or substitution.

Risks Relating to Certain Property Types		Particular types of income properties are exposed to particular risks. For instance:

*Special Risks Associated with Shopping Centers and Other Retail Properties*		Shopping centers are affected by the health of the retail industry, which is currently undergoing a consolidation and is experiencing changes due to the growing market share of “off-price” retailing, including the popularity of home shopping networks, shopping via Internet web sites and telemarketing. A particular shopping center may be adversely affected by the bankruptcy or decline in drawing power of an anchor, shadow anchor or major tenant, a shift in consumer demand due to demographic changes (for example, population decreases or changes in average age or income) and/or changes in consumer preference (for example, to discount retailers).

		In the case of retail properties, the failure of an anchor, shadow anchor or major tenant to renew its lease, the termination of an anchor, shadow anchor or major tenant’s lease, the bankruptcy or economic decline of an anchor, shadow anchor or major tenant, or the cessation of the business of an anchor, shadow anchor or major tenant at its store, notwithstanding that such tenant may continue payment of rent after “going dark,” may have a particularly negative effect on the economic performance of a shopping center property given the importance of anchor tenants, shadow anchor tenants and major tenants in attracting traffic to other stores within the same shopping center. In addition, the failure of one or more major tenants, such as an anchor or shadow anchor tenant, to operate from its premises may entitle other tenants to rent reductions or the right to terminate their leases. For example, in the case of the Regency Square Mall mortgage loan (loan number 7), representing 5.4% of the mortgage pool, Montgomery Ward has ceased operations and “gone dark.” See “—The Failure


		Office properties secure 9 of the mortgage loans included in the trust fund as of the cut-off date, representing 23.8% of the mortgage pool.

*Special Risks Associated with Hospitality Properties*		Hospitality properties are affected by various factors, including:

		• location;

		• quality;

		• management ability;

		• amenities;

		• franchise affiliation (or lack thereof);

		• continuing expenditures for modernizing, refurbishing and maintaining existing facilities prior to the expiration of their anticipated useful lives;

		• a deterioration in the financial strength or managerial capabilities of the owner and operator of a hotel;

		• changes in travel patterns caused by changes in access, energy prices, strikes, relocation of highways, the construction of additional highways or other factors;

		• adverse economic conditions, either local, regional or national, which may limit the amount that may be charged for a room and may result in a reduction in occupancy levels; and

		• construction of competing hotels or motels, which may also limit the amount that may be charged for a room and may result in a reduction in occupancy levels.

		Because hotel rooms generally are rented for short periods of time, hospitality properties tend to be affected more quickly by adverse economic conditions and competition than other commercial properties. All of the mortgage loans secured by hotel properties are affiliated with a franchise or hotel management company through a franchise or management agreement. The performance of a hotel property affiliated with a franchise or hotel management company depends in part on:

		• the continued existence and financial strength of the franchisor or hotel management company;

		• the public perception of the franchise or hotel chain service mark; and

		• the duration of the franchise licensing or management agreements.


		Any provision in a franchise agreement or management agreement providing for termination because of a bankruptcy of a franchisor or manager generally will not be enforceable. Replacement franchises may require significantly higher fees.

		The transferability of franchise license agreements is restricted. In the event of a foreclosure, the lender or its agent would not have the right to use the franchise license without the franchisor’s consent. Conversely, in the case of certain mortgage loans, the lender may be unable to remove a franchisor or a hotel management company that it desires to replace following a foreclosure.

		Furthermore, the ability of a hotel to attract customers, and some of such hotel’s revenues, may depend in large part on its having a liquor license. Such a license may not be transferable (for example, in connection with a foreclosure).

		Moreover, the hotel and lodging industry is generally seasonal in nature; different seasons affect different hotels depending on type and location. This seasonality can be expected to cause periodic fluctuations in a hospitality property’s room and restaurant revenues, occupancy levels, room rates and operating expenses. In addition, the events of September 11, 2001, have had an adverse impact on the tourism and convention industry. See “RISK FACTORS—Recent Terrorist Attacks May Adversely Affect Your Investment” in this prospectus supplement.

		Hospitality properties secure 1 of the mortgage loans included in the trust fund as of the cut-off date, representing 6.0% of the mortgage pool.

*Special Risks Associated with Industrial and Mixed-Use Facilities*		Industrial and mixed-use facilities present risks not associated with other properties. Significant factors determining the value of industrial properties include:

		• the quality of tenants;

		• building design and adaptability; and

		• the location of the property.

		Concerns about the quality of tenants, particularly major tenants, are similar in both office properties and industrial properties, although industrial properties are more frequently dependent on a single tenant.

		In addition, properties used for many industrial purposes are more prone to environmental concerns than other property types.


		Aspects of building site design and adaptability affect the value of an industrial property. Site characteristics which are valuable to an industrial property include clear ceiling heights, column spacing, zoning restrictions, number of bays and bay depths, divisibility, truck turning radius and overall functionality and accessibility. In addition, because of the unique construction requirements of many industrial properties, any vacant industrial property may not be easily converted to other uses. Location is also important because an industrial property requires the availability of labor sources, proximity to supply sources and customers and accessibility to rail lines, major roadways and other distribution channels.

		Industrial properties may be adversely affected by reduced demand for industrial space occasioned by a decline in a particular industry segment (e.g., a decline in defense spending), and a particular industrial property that suited the needs of its original tenant may be difficult to relet to another tenant or may become functionally obsolete relative to newer properties. In addition, lease terms with respect to industrial properties are generally for shorter periods of time than with respect to other properties and may result in a substantial percentage of leases expiring in the same year at any particular industrial property.

		Industrial and mixed-use facilities secure 4 of the mortgage loans included in the trust fund as of the cut-off date, representing 4.3% of the mortgage pool.

*Special Risks Associated with Multifamily Projects*		Multifamily projects are part of a market that, in general, is characterized by low barriers to entry. Thus, a particular apartment market with historically low vacancies could experience substantial new construction and a resultant oversupply of units in a relatively short period of time. Since multifamily apartment units are typically leased on a short-term basis, the tenants who reside in a particular project within such a market may easily move to alternative projects with more desirable amenities or locations.

		A large number of factors may adversely affect the value and successful operation of a multifamily property, including:

		• the physical attributes of the apartment building (for example, its age, appearance and construction quality);

		• the location of the property (for example, a change in the neighborhood over time);

		• the ability of management to provide adequate maintenance and insurance;


		• the types of services and amenities that the property provides;

		• the property’s reputation;

		• the level of mortgage interest rates (which, if relatively low, may encourage tenants to purchase rather than lease housing);

		• the tenant mix;

		• dependence upon governmental programs that provide rent subsidies to tenants pursuant to tenant voucher programs or tax credits to developers to provide certain types of development;

		• the presence of competing properties;

		• adverse local or national economic conditions; and

		• state and local regulations.

		Furthermore, multifamily projects may be subject to various tax credit, city, state and federal housing subsidies, rent stabilization or similar programs. The limitations and restrictions imposed by these programs could result in realized losses on the mortgage loans. In addition, in the event that the program is cancelled, it could result in less income for the project. These programs may include:

		• rent limitations that could adversely affect the ability of borrowers to increase rents to maintain the condition of their mortgaged properties and satisfy operating expenses; and

		• tenant income restrictions that may reduce the number of eligible tenants in those mortgaged properties and result in a reduction in occupancy rates.

		The differences in rents between subsidized or supported properties and other multifamily rental properties in the same area may not be a sufficient economic incentive for some eligible tenants to reside at a subsidized or supported property that may have fewer amenities or be less attractive as a residence. As a result, occupancy levels at a subsidized or supported property may decline, which may adversely affect the value and successful operation of such property.

		Multifamily properties secure 2 of the mortgage loans included in the trust fund as of the cut-off date, representing 2.1% of the mortgage pool.

Environmental Laws May Adversely Affect the Value of and Cash Flow from a Mortgaged Property		If an adverse environmental condition exists with respect to a mortgaged property securing a mortgage loan included in


		Mortgaged properties owned by related borrowers are likely to:

		• have common management, increasing the risk that financial or other difficulties experienced by the property manager could have a greater impact on the pool of mortgage loans included in the trust fund; and

		• have common general partners or managing members which would increase the risk that a financial failure or bankruptcy filing would have a greater impact on the pool of mortgage loans included in the trust fund.

		The GGP concentration (loan numbers 1, 4 and 7), consists of 3 mortgage loans which collectively represent 25.5% of the mortgage pool. These mortgage loans are not cross-collateralized or cross-defaulted but have a common sponsor. The sponsor of each mortgage loan in the GGP concentration is General Growth Properties, Inc., which also acts as the property manager of each mortgaged property. See “— Poor Property Management Will Lower the Performance of the Related Mortgaged Property” and “DESCRIPTION OF THE MORTGAGE POOL — Twenty Largest Mortgage Loans” in this prospectus supplement.

		The CBL concentration (loan numbers 2, 6 and 24) consists of 3 mortgage loans which collectively represent 15.8% of the mortgage pool. These mortgage loans are not cross-collateralized or cross-defaulted but have a common sponsor. The sponsor of each mortgage loan in the CBL concentration is CBL & Associates Properties, Inc.

		The Hai concentration consists of 2 mortgage loans (loan numbers 14 and 15), which collectively represent 3.7% of the mortgage pool. These mortgage loans are cross-defaulted and cross-collateralized. The 4 sponsors of each mortgage loan in the Hai concentration are Al Iudicello, Alexander Vahabzadeh, Kamal Bahamdan and NGP Capital Partners III, LLC.

		Although the mortgage loans within an individual portfolio are generally cross-collateralized and cross-defaulted with the other mortgage loans in such portfolio, the mortgage loans in one portfolio are not cross-collateralized or cross-defaulted with the mortgage loans in the other portfolio. No group of borrower concentration represents more than 25.5% of the mortgage pool.


The Geographic Concentration of Mortgaged Properties Subjects the Trust Fund to a Greater Extent to State and Regional Conditions		Except as indicated in the following tables, less than 5.0% of the mortgage loans, by initial pool balance, are secured by mortgaged properties in any one state.


		The concentration of mortgaged properties in a specific state or region will make the performance of the trust fund as a whole more sensitive to the following in the state or region where the mortgagors and the mortgaged properties are located:

		• economic conditions;

		• conditions in the real estate market;

		• changes in governmental rules and fiscal policies;

		• acts of God or terrorism (which may result in uninsured losses); and

		• other factors which are beyond the control of the mortgagors.


Special Risks Associated with High Balance Mortgage Loans		Several of the mortgage loans included in the trust fund, individually or together with other such mortgage loans with which they are cross-collateralized, have principal balances as of the cut-off date that are substantially higher than the average principal balance of the mortgage loans in the trust fund as of the cut-off date.

		In general, concentrations in a mortgage pool of loans with larger-than-average balances can result in losses that are more severe, relative to the size of the pool, than would be the case if the aggregate balance of the pool were more evenly distributed.

		• The largest single mortgage loan included in the trust fund as of the cut-off date represents 13.3% of the mortgage pool.

		• The largest group of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represents in the aggregate 3.7% of the mortgage pool.

		• The five largest mortgage loans or groups of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represent, in the aggregate, 43.9% of the mortgage pool.

		• The ten largest mortgage loans or groups of cross-collateralized mortgage loans included in the trust fund as of the cut-off date represent, in the aggregate, 67.1% of the mortgage pool.

Concentration of Mortgaged Property Types Subject the Trust Fund to Increased Risk of Decline in a Particular Industry		A concentration of mortgaged property types can increase the risk that a decline in a particular industry or business would have a disproportionately large impact on a pool of mortgage loans. For example, if there is a decline in tourism, the hotel industry might be adversely affected, leading to increased losses on loans secured by hospitality properties as compared to the mortgage loans secured by other property types.

		In that regard:

		• mortgage loans included in the trust fund and secured by retail properties represent as of the cut-off date 63.2% of the mortgage pool (based on the primary property type for combined office/retail properties);


		• earth movement (including earthquakes, landslides and mud flows);

		• wet or dry rot;

		• vermin;

		• domestic animals;

		• sink holes or similarly occurring soil conditions; and

		• other kinds of risks not specified in the preceding paragraph.

		In light of the September 11, 2001 terrorist attacks in New York City and the Washington, D.C. area, many reinsurance companies (which assume some of the risk of policies sold by primary insurers) indicated that they intended to eliminate coverage for acts of terrorism from their reinsurance policies. Without that reinsurance coverage, primary insurance companies would have to assume that risk themselves, which may cause them to eliminate such coverage in their policies, increase the amount of the deductible for acts of terrorism or charge higher premiums for such coverage. In order to offset this risk, Congress passed the Terrorism Risk Insurance Act of 2002, which established the Terrorism Insurance Program. The Terrorism Insurance Program is administered by the Secretary of the Treasury and was established to provide financial assistance from the United States government to insurers in the event of another terrorist attack that is subject of an insurance claim. The Terrorism Risk Insurance Act of 2002 requires the Treasury Department to establish procedures for the Terrorism Insurance Program under which the federal share of compensation will be equal to 90% of that portion of insured losses that exceeds an applicable insurer deductible required to be paid during each program year. The federal share in the aggregate in any program year may not exceed $100 billion. An insurer that has paid its deductible is not liable for the payment of any portion of total annual United States-wide losses that exceed $100 billion, regardless of the terms of the individual insurance contracts.

		The Terrorism Insurance Program required that each insurer for policies in place prior to November 26, 2002, provide its insureds with a statement of the proposed premiums for terrorism coverage, identifying the portion of the risk that the federal government will cover, within 90 days after November 26, 2002. Insureds had 30 days to accept the continued coverage and pay the premium. If an insured does not pay the premium or authorizes the


		One (1) mortgage loan included in the trust fund as of the cut-off date (loan number 25), representing 0.8% of the mortgage pool, provides that the borrower under certain circumstances may incur, without the consent of the mortgagee, additional unsecured indebtedness other than in the ordinary course of business.

		With respect to 1 mortgage loan (loan number 31), representing 0.5% of the mortgage pool, the ownership interests of the direct or indirect owners of the related borrower have been pledged as security for mezzanine debt. In addition, in the case of 3 mortgage loans (loan numbers 3, 17 and 28), representing 11.0% of the mortgage pool, the related mortgage loan documents provide that, under certain circumstances, the entities with a controlling ownership interest in the borrower may pledge their interests in the borrower as security for mezzanine debt in the future, subject to the terms of a subordination and standstill agreement to be entered into in favor of the lender and the satisfaction of certain financial conditions.

		Four (4) mortgage loans included in the trust fund as of the cut-off date (loan numbers 25, 52, 53 and 54), representing 1.1% of the mortgage pool, do not prohibit the related borrower from incurring additional unsecured debt or an owner of an interest in the related borrower from pledging its ownership interest in the related borrower as security for mezzanine debt because the related borrower is not required by either the mortgage loan documents or related organizational documents to be a special purpose entity.

		Further, certain of the mortgage loans included in the trust fund do not prohibit limited partners or other owners of non-controlling interests in the related borrower from pledging their interests in the borrower as security for mezzanine debt.

		Secured subordinated debt encumbering any mortgaged property may increase the difficulty of refinancing the related mortgage loan at maturity and the possibility that reduced cash flow could result in deferred maintenance. Also, in the event that the holder of the subordinated debt has filed for bankruptcy or been placed in involuntary receivership, foreclosure by any senior lienholder (including the trust fund) on the mortgaged property could be delayed. In general, the mortgage loans included in the trust fund, and the mortgage loan documents and organizational documents of the related borrower, do not prohibit the borrower from incurring additional indebtedness (including intercompany affiliate debt) if incurred in the ordinary


		Many of the borrowers are not special purpose entities structured to limit the possibility of becoming insolvent or bankrupt, and therefore may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because such borrowers may be:

		• operating entities with businesses distinct from the operation of the property with the associated liabilities and risks of operating an ongoing business; or

		• individuals that have personal liabilities unrelated to the property.

		However, any borrower, even a special purpose entity structured to be bankruptcy-remote, as an owner of real estate will be subject to certain potential liabilities and risks. We cannot provide assurances that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or corporate or individual general partner or managing member.

		Furthermore, with respect to any related borrowers, creditors of a common parent in bankruptcy may seek to consolidate the assets of such borrowers with those of the parent. Consolidation of the assets of such borrowers would likely have an adverse effect on the funds available to make distributions on your certificates, and may lead to a downgrade, withdrawal or qualification of the ratings of your certificates. See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES— Bankruptcy Laws” in the accompanying prospectus.

		In addition, with respect to 1 mortgage loan, representing 0.3% of the mortgage pool, the borrowers own the related mortgaged property as tenants in common. These mortgage loans may be subject to prepayment, including during periods when prepayment might otherwise be prohibited, as a result of partition. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. In addition, enforcement of remedies against tenant-in-common borrowers may be prolonged if the tenant-in-common borrowers become insolvent or bankrupt at different times because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay is reinstated.


Bankruptcy Proceedings Entail Certain Risks		Under federal bankruptcy law, the filing of a petition in bankruptcy by or against a borrower will stay the sale of the mortgaged property owned by that borrower, as well as the commencement or continuation of a foreclosure action. In addition, even if a court determines that the value of the mortgaged property is less than the principal balance of the mortgage loan it secures, the court may prevent a lender from foreclosing on the mortgaged property (subject to certain protections available to the lender). As part of a restructuring plan, a court also may reduce the amount of secured indebtedness to the then-current value of the mortgaged property, which would make the lender a general unsecured creditor for the difference between the then-current value and the amount of its outstanding mortgage indebtedness. A bankruptcy court also may: (1) grant a debtor a reasonable time to cure a payment default on a mortgage loan; (2) reduce periodic payments due under a mortgage loan; (3) change the rate of interest due on a mortgage loan; or (4) otherwise alter the mortgage loan’s repayment schedule.

		Moreover, the filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose on the junior lien. Additionally, the borrower’s trustee or the borrower, as debtor-in-possession, has certain special powers to avoid, subordinate or disallow debts. In certain circumstances, the claims of the trustee may be subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.

		Under federal bankruptcy law, the lender will be stayed from enforcing a borrower’s assignment of rents and leases. Federal bankruptcy law also may interfere with the master servicer’s or special servicer’s ability to enforce lockbox requirements. The legal proceedings necessary to resolve these issues can be time consuming and costly and may significantly delay or diminish the receipt of rents. Rents also may escape an assignment to the extent they are used by the borrower to maintain the mortgaged property or for other court authorized expenses.

		Additionally, pursuant to subordination agreements for certain of the mortgage loans, the subordinate lenders may have agreed that they will not take any direct actions with respect to the related subordinated debt, including any actions relating to the bankruptcy of the borrower, and that the holder of the mortgage loan will have all rights to direct all such actions. There can be no assurance that in the


		The mortgage loans included in the trust fund may also be secured by an assignment of leases and rents pursuant to which the borrower typically assigns its right, title and interest as landlord under the leases on the related mortgaged property and the income derived therefrom to the lender as further security for the related mortgage loan, while retaining a license to collect rents for so long as there is no default. In the event the borrower defaults, the license terminates and the lender is entitled to collect the rents. Such assignments are typically not perfected as security interests prior to the lender’s taking possession of the related mortgaged property and/or appointment of a receiver. Some state laws may require that the lender take possession of the mortgaged property and obtain a judicial appointment of a receiver before becoming entitled to collect the rents. In addition, if bankruptcy or similar proceedings are commenced by or in respect of the borrower, the lender’s ability to collect the rents may be adversely affected. See “CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS AND LEASES—Leases and Rents” in the accompanying prospectus.

Limitations on the Benefits of Cross-Collateralized and Cross-Defaulted Properties		One (1) group of mortgage loans (the Hai Portfolio loans) included in the trust fund (loan numbers 14 and 15), representing in the aggregate 3.7% of the mortgage pool, is a group of mortgage loans that is cross-collateralized and cross-defaulted with each of the other mortgage loans in its group. In addition, some mortgage loans are secured by first lien deeds of trust or mortgages, as applicable, on multiple properties securing the joint and several obligations of multiple borrowers. Such arrangements could be challenged as fraudulent conveyances by creditors of any of the related borrowers or by the representative of the bankruptcy estate of any related borrower if one or more of such borrowers becomes a debtor in a bankruptcy case. Generally, under federal and most state fraudulent conveyance statutes, a lien granted by any such borrower could be voided if a court determines that:

		• such borrower was insolvent at the time of granting the lien, was rendered insolvent by the granting of the lien, was left with inadequate capital or was not able to pay its debts as they matured; and

		• the borrower did not, when it allowed its mortgaged property to be encumbered by the liens securing the indebtedness represented by the other cross-collateralized loans, receive “fair consideration” or “reasonably


Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan		Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by such mortgage loan seller to us. Neither we nor any of our affiliates (except, in certain circumstances, for Wachovia Bank, National Association in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any mortgage loan in connection with either a breach of any mortgage loan seller’s representations and warranties or any document defects, if such mortgage loan seller defaults on its obligation to do so. We cannot provide assurances that the mortgage loan sellers will have the financial ability to effect such repurchases or substitutions.

		In addition, one or more of the mortgage loan sellers has acquired a portion of the mortgage loans included in the trust fund in one or more secondary market purchases. Such purchases may be challenged as fraudulent conveyances. Such a challenge if successful, may have a negative impact on the distributions on your certificates. See “DESCRIPTION OF THE MORTGAGE POOL—Assignment of the Mortgage Loans; Repurchases and Substitutions” and “—Representations and Warranties; Repurchases and Substitutions” in this prospectus supplement and “DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS—Representations and Warranties; Repurchases” in the accompanying prospectus.

One Action Jurisdiction May Limit the Ability of the Special Servicer to Foreclose on the Mortgaged Property		Some states (including California) have laws that prohibit more than one judicial action to enforce a mortgage obligation, and some courts have construed the term judicial action broadly. Accordingly, the special servicer is required to obtain advice of counsel prior to enforcing any of the trust fund’s rights under any of the mortgage loans that include mortgaged properties where this rule could be applicable. In the case of either a cross-collateralized and cross-defaulted mortgage loan or a multi-property mortgage loan which is secured by mortgaged properties located in multiple states, the special servicer may be required to foreclose first on properties located in states where such “one action” rules apply (and where non-judicial foreclosure is permitted) before foreclosing on properties located in the states where judicial foreclosure is the only permitted method of foreclosure. As a result, the special servicer may


																			Wtd. Avg.
																			Stated
																Wtd. Avg.			Remaining
				Aggregate		% of			Average		Highest		Wtd. Avg.			LTV			Term to		Wtd. Avg.			Wtd. Avg.
Range of Cut-Off		Number of		Cut-Off Date		Cut-Off Date			Cut-Off Date		Cut-Off Date		Cut-Off Date			Ratio at			Maturity		DSC			Mortgage
Date Balances($)		Loans		Balance		Pool Balance			Balance		Balance		LTV Ratio			Maturity*			(Mos.)*		Ratio			Rate

<2,000,000			7	$	9,480,890		1.0	%	$	1,354,413	$	2,000,000		63.4	%		43.0	%		116		1.69	x		6.444%
	2,000,001 - 3,000,000		7		18,743,636		1.9		$	2,677,662	$	3,000,000		64.1	%		31.0	%		162		1.41	x		5.962%
	3,000,001 - 4,000,000		5		16,624,702		1.7		$	3,324,940	$	3,629,647		69.8	%		47.0	%		139		1.38	x		5.639%
	4,000,001 - 5,000,000		4		17,903,871		1.8		$	4,475,968	$	4,746,735		76.0	%		64.4	%		119		1.26	x		5.981%
	5,000,001 - 6,000,000		1		5,275,000		0.5		$	5,275,000	$	5,275,000		74.8	%		58.0	%		120		1.35	x		6.010%
	6,000,001 - 7,000,000		1		6,420,000		0.7		$	6,420,000	$	6,420,000		53.1	%		53.1	%		83		2.86	x		5.120%
	7,000,001 - 8,000,000		2		15,691,208		1.6		$	7,845,604	$	8,000,000		64.1	%		53.0	%		120		1.59	x		5.215%
	8,000,001 - 9,000,000		5		42,652,452		4.4		$	8,530,490	$	8,992,697		71.6	%		60.9	%		100		1.64	x		5.637%
10,000,001 - 15,000,000			7		89,230,549		9.2		$	12,747,221	$	14,466,405		73.5	%		63.4	%		109		1.44	x		5.557%
15,000,001 - 20,000,000			3		54,072,810		5.6		$	18,024,270	$	18,185,310		74.2	%		67.8	%		87		1.43	x		5.582%
20,000,001 - 25,000,000			1		20,180,787		2.1		$	20,180,787	$	20,180,787		66.0	%		55.1	%		119		1.80	x		5.460%
25,000,001 - 30,000,000			1		28,100,000		2.9		$	28,100,000	$	28,100,000		48.7	%		48.7	%		57		3.42	x		4.520%
30,000,001 - 35,000,000			1		31,960,741		3.3		$	31,960,741	$	31,960,741		58.1	%		53.1	%		59		2.46	x		4.370%
35,000,001 - 40,000,000			1		38,000,000		3.9		$	38,000,000	$	38,000,000		67.3	%		60.2	%		120		1.22	x		6.450%
40,000,001 - 45,000,000			1		42,964,641		4.4		$	42,964,641	$	42,964,641		79.6	%		67.6	%		119		1.31	x		6.030%
50,000,001 - 55,000,000			1		52,686,251		5.4		$	52,686,251	$	52,686,251		59.6	%		51.4	%		80		2.39	x		3.594%
55,000,001 - 60,000,000			2		114,808,453		11.8		$	57,404,227	$	58,000,000		55.0	%		43.9	%		101		2.15	x		5.107%
65,000,001 - 70,000,000			1		65,925,439		6.8		$	65,925,439	$	65,925,439		60.5	%		53.3	%		83		1.97	x		4.736%
80,000,001>			3		303,516,865		31.2		$	101,172,288	$	129,836,600		59.9	%		53.5	%		75		1.83	x		4.685%

			54	$	974,238,294		100.0	%	$	18,041,450	$	129,836,600		63.5	%		54.6	%		92		1.83	x		5.080%