From: Subject: Presale: Wachovia Bank Commercial Mortgage Trust 2004-C10 Date: Mon, 9 Feb 2004 09:47:58 -0800 MIME-Version: 1.0 Content-Type: multipart/related; boundary="----=_NextPart_000_0000_01C3EEF1.CCE9CFB0"; type="text/html" X-MimeOLE: Produced By Microsoft MimeOLE V6.00.2800.1165 This is a multi-part message in MIME format. ------=_NextPart_000_0000_01C3EEF1.CCE9CFB0 Content-Type: text/html; charset="utf-8" Content-Transfer-Encoding: quoted-printable Content-Location: http://www2.standardandpoors.com/NASApp/cs/ContentServer?pagename=sp/sp_article/ArticleTemplate&c=sp_article&cid=1076022812211&s=&ig=&b=2&dct=19&r=1&l=EN =EF=BB=BF Presale: Wachovia Bank Commercial Mortgage Trust = 2004-C10
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Credit Ratings

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3D""
Presale:=20 Wachovia Bank Commercial Mortgage Trust=20 2004-C10
Analyst:
3D""
3D"" Miguel=20 Rivera, New York (1) 212-438-0107; Craig = Brundage, New=20 York (1) 212-438-2759; David Mei, New York (1)=20 212-438-1369 =
Publication date: 09-Feb-04, = 11:21:50=20 EST
Reprinted from RatingsDirect=20

3D""

3D""
Quick=20 = Links

3D"" $= 1.29=20 Billion Commercial Mortgage Pass-Through = Certificates Series=20 = 2004-C10

3D"" = Profile

3D"" = Rationale

3D"" = Pool=20 = Characteristics

3D"" = Top=20 Seven=20 = Loans

3D"" Credit=20 = Evaluation

 3D""=20

$1.29=20 Billion Commercial Mortgage Pass-Through Certificates = Series=20 2004-C10

This presale report is based on information = as of=20 Feb. 9, 2004. The ratings shown are preliminary. = This=20 report does not constitute a recommendation to = buy,=20 hold, or sell securities. Subsequent information = may=20 result in the assignment of final ratings that = differ=20 from the preliminary ratings.

Preliminary Ratings as of Feb. = 9, 2004=20
Class   Preliminary rating* =   Preliminary amount ($)=20   Recommended credit support (%) =  
A-1 AAA 65,890,000 16.750=20
A-2 AAA 93,215,000 16.750=20
A-3 AAA 82,239,000 16.750=20
A-4 AAA 571,240,000 16.750=20
B AA 38,703,000 13.750=20
C AA- 16,127,000 12.500=20
D A 32,252,000 10.000=20
E A- 16,126,000 8.750=20
A1-A AAA 261,423,000 16.750=20
F BBB+ 19,352,000 7.250=20
G BBB 14,513,000 6.125=20
H BBB- 17,739,000 4.750=20
J BB+ 12,901,000 3.750=20
K BB 8,063,000 3.125=20
L BB- 6,451,000 2.625=20
M B+ 4,838,000 2.250=20
N B 4,838,000 1.875=20
O B- 4,838,000 1.500=20
P N.R. 19,351,000 0.000=20
SL BBB- 24,000,000 N/A=20
X-P=C2=B6 AAA 1,246,996,000=C2=A7 N/A=20
X-C=C2=B6 AAA 1,290,099,569=C2=A7 N/A=20
*The=20 rating of each class of securities is = preliminary=20 and subject to change at any time.=C2=B6 = Interest-only=20 class. =C2=A7Notional amount. = N.R.=E2=80=94Not rated. N/A=E2=80=94Not=20 applicable.=20 =


Profile

Expected closing date: February 2004

Collateral: 90 loans secured by 102 = properties.

Underwriters: Wachovia Capital Markets LLC, = Citigroup=20 Global Markets Inc., Banc or America Securities = LLC, and=20 Goldman, Sachs & Co.

Sellers: Wachovia Bank N.A.; Artesia Mortgage = Capital=20 Corp., and Citigroup Global Markets Realty Corp. =

Master servicer: Wachovia Bank N.A.

Special servicer: Lennar Partners Inc. and = Wachovia=20 Bank N.A. (initial special servicer and 11 = Madison=20 Avenue loan).

Depositor: Wachovia Commercial Mortgage = Securities=20 Inc.

Trustee: Wells Fargo Bank N.A.=20


Rationale

The preliminary ratings assigned to Wachovia = Bank=20 Commercial Mortgage Trust's $1.29 billion = commercial=20 mortgage pass-through certificates series = 2004-C10=20 reflect the credit support provided by the = subordinate=20 classes of certificates, the liquidity provided = by the=20 trustee, the economics of the underlying loans, = and the=20 geographic and property type diversity of the = loans.=20 Classes A-1, A-2, A-3, A-4, B, C, D, and E are = currently=20 being offered publicly. Standard & Poor's = analysis=20 determined that, on a weighted average basis, = the pool=20 has a debt service coverage (DSC) of 1.59x, a = beginning=20 loan-to-value (LTV) of 87.4%, and an ending LTV = of=20 76.8%. Unless otherwise indicated, all = calculations in=20 this report, including weighted averages, = include only=20 the A notes of three A/B loans: 11 Madison = Avenue,=20 Starrett-Lehigh Building, and Cranbrook = Apartments.=20 Unless otherwise indicated, the statistics in = this=20 report do not reflect the Starrett Lehigh B = note, which=20 is an asset of the trust, but is not part of the = mortgage pool.


Strengths

The transaction exhibits the following=20 strengths:

  • Four of the top 10 loans and two = additional=20 loans not included in the top 10 (31.16% = of the=20 pool balance) have characteristics = consistent=20 with obligations rated investment-grade = by=20 Standard & Poor's: Starrett-Lehigh = Building=20 (7.75%) rated 'AAA'; 520 Eighth Avenue = (3.80%)=20 rated 'AAA'; Studio Village Shopping = Center=20 (0.78%) rated 'AAA'; IBM Center (6.20%) = rated=20 'BBB'; Cole Companies Portfolio (1.52%) = rated=20 'BBB'; and 11 Madison Avenue, (11.11%) = rated=20 'BBB';=20
  • Relatively stable property types = comprise=20 23.61% of the pool balance: multifamily=20 (22.32%), industrial (0.37%), and = manufactured=20 housing (0.92%);=20
  • Eighty-five loans (98.90% of the = pool=20 balance), collateralized by 97 = properties, have=20 borrowing entities that are structured = as=20 special-purpose entities (SPEs). = Additionally,=20 38 of these loans (68.35% of the pool) = have=20 borrowers with nonconsolidation = opinions, 23=20 loans (57.36% of the pool) have = independent=20 directors, and 22 loans (56.43% of the = pool)=20 have borrowers that are structured as=20 bankruptcy-remote SPEs with both a=20 nonconsolidation opinion and an = independent=20 director including, seven of the top 10 = loans;=20
  • The economics of the top 10 loans = are better=20 than those of the overall pool, having a = weighted average beginning LTV of 79.5%, = compared with 87.4% for the pool; and a = weighted=20 average ending LTV of 72.0%, compared = with 76.8%=20 for the pool; and=20
  • The weighted average quality score = for the=20 assets securing mortgages in the pool is = 2.79, a=20 better-than-average score on Standard = &=20 Poor's scale of 1 (highest) to 5 = (lowest).=20 =

Concerns and Mitigating = Factors

This transaction exhibits the following = concerns and mitigating factors:

  • There are two loans in the pool = (17.31%)=20 that are dependent on the credit rating = of one=20 major tenant in each instance. The two = tenants=20 involved are Credit Suisse First Boston = (CSFB;=20 'A+') and IBM Corp. ('A+). This risk is=20 mitigated by the fact that in both = cases, the=20 rent paid by the rated tenant is well = below=20 market and each building serves as a = national or=20 regional headquarters for each of the = two highly=20 rated tenants, and the 'A+' rated = tenants are=20 signed to long-term leases that extend = beyond=20 the term of the respective loans;=20
  • The pool exhibits geographic = concentration,=20 with 72.29% of the mortgaged properties=20 concentrated in six states. The largest=20 concentrations are in New York (23.53% = of the=20 pool balance), Florida (20.67%), Georgia = (9.30%), California (8.59%), Illinois = (7.64%),=20 and New Jersey (3.56%). The remaining = assets are=20 dispersed throughout 26 states and the = District=20 of Columbia, with no other state = concentration=20 exceeding 4.0% of the pool balance;=20
  • The pool exhibits loan concentration = as the=20 top 10 loans represent 53.30% of the = pool=20 balance, while the single largest loan = exposure=20 represents 11.11% of the pool balance. = The=20 economics of the top 10 loans are better = than=20 those of the overall pool and four of = the top 10=20 loans (28.86% of the pool balance) have=20 characteristics consistent with = obligations=20 rated investment-grade by Standard & = Poor's.=20 Additionally, all of the top 10 loans = (53.30%)=20 are structured with SPE borrowers with=20 nonconsolidation opinions. However, = three of=20 these loans are structured with SPEs = that lack=20 an independent director; and=20
  • The pool has a concentration in = office=20 properties (43.86% of the pool balance). = Four of=20 these loans (28.86%) have = characteristics=20 consistent with obligations rated=20 investment-grade by Standard & = Poor's:=20 Starrett-Lehigh Building (7.75%) rated = 'AAA';=20 520 Eighth Avenue (3.80%) rated 'AAA'; = IBM=20 Center (6.20%) rated 'BBB'; and 11 = Madison=20 Avenue (11.11%) rated 'BBB'. The capital = structure for each of these loans takes = into=20 account the property type, the credit = support=20 levels for the pool considers = asset-class=20 concentrations.=20 =

Pool=20 Characteristics


Transaction Structure =

The certificates issued by the trust = represent=20 the beneficial ownership interest in 87 = fixed-rate=20 whole loans (80.35% of the pool balance); = and the=20 senior interests of three fixed-rate loans = (19.65%), which are structured as A/B = loans. The=20 junior interest B note of the Starrett = Lehigh loan=20 (7.75%) will be an unpooled asset of the = trust,=20 which will support only the SL class of=20 certificates. The B notes related to the = other two=20 loans, which have A notes representing = 11.90% of=20 the mortgage pool, will not be assets of = the=20 trust. =


Collateral = Description

The pool contains 90 conventional = fixed-rate=20 loans secured by liens on 102 properties. = By=20 property type, the pool has the following=20 composition: office (43.86% of the pool = balance),=20 retail (29.16%, with 27.34% of the pool = balance=20 being anchored retail and 1.82% of the = pool=20 balance being unanchored retail), = multifamily=20 (22.32%), hotel (1.67%), mixed use = (1.36%),=20 manufactured housing (0.92%), warehouse = (0.37%),=20 and movie theatre (0.36%).

Lockboxes are in place for 51 loans,=20 representing 82.55% of the total pool = balance.=20 Eight of those loans (32.54% of the pool = balance)=20 have hard lockboxes, 42 loans (34.30%) = have=20 springing lockboxes that are triggered = after=20 certain conditions are met, and five loans = (15.70%) have soft cash management.

Monthly tax escrows have been = established for=20 68 loans (84.23% of the pool balance), = monthly=20 insurance premium escrows have been = established=20 for 56 loans (57.81%), and monthly capital = reserves have been established for 72 = loans=20 (87.06%).

Remediation of existing deferred = maintenance=20 items is necessary for 53 loans (52.02% of = the=20 pool balance). A reserve has been = established to=20 address the deferred maintenance costs = associated=20 with 46 of these loans (45.15% of the = pool).=20 Generally, the reserve established for = each loan=20 equals 100% to 125% of the amount = recommended by=20 the engineering report. In addition, an = up-front=20 environmental remediation reserve has been = established for five loans (9.89% of the = pool=20 balance).

Monthly leasing and/or up-front leasing = reserves have been established for 22 = loans=20 (40.89% of the pool balance) representing = office,=20 retail, and mixed-use properties.

Twenty-nine mortgages, representing = 12.36% of=20 the pool balance, are secured by = properties leased=20 to single tenants. Twenty of the = properties=20 (10.70%) are leased to investment-grade = tenants:=20 GSA and INS ('AAA'); State of Washington = ('AA+');=20 Walgreens ('A+'); IBM ('A+'); CVS ('A'); = Osco=20 Drug, a subsidiary of Albertson's Inc. = ('BBB');=20 and Office Depot Inc. ('BBB-'). Seven of = the=20 remaining 10 properties have long-term = leases that=20 expire after the loan maturity.=20


Geographic = Diversity

The pool consists of properties located = in 32=20 states and the District of Columbia. The = largest=20 concentrations are in New York (23.53% of = the pool=20 balance), Florida (20.47%), Georgia = (9.30%),=20 California (8.59%), and Illinois (7.64%). = The=20 remaining assets are dispersed throughout = 27=20 states and the District of Columbia, with = no other=20 state concentration exceeding 5.0% of the = pool=20 balance. =


Loan Sellers

Wachovia Bank N.A. contributed 53 loans = (82.87%=20 of the pool balance), Artesia Mortgage = Capital=20 Corp. contributed 27 loans (9.35%), and = Citigroup=20 Global Markets Realty Corp. contributed 10 = loans=20 (7.77%). =


Loan Origination = Dates

Eighty-five of the mortgage loans were=20 originated within the past 12 months = (99.30% of=20 the pool balance), and 86 of the loans = were=20 originated within the past 24 months = (99.67%).=20 =


Agreed-Upon = Procedures

Agreed-upon procedures were performed = for two=20 (5.62% of pool balance) of the loans in = the pool.=20 =


Hyperamortizing Loans =

Forty-six loans, representing 55.41% of = pool=20 balance, were structured as = hyperamortizing loans.=20 All of these loans are structured with = some form=20 of cash management.=20


Interest-Only = Loans

Five loans (12.77% of the pool balance) = are=20 interest-only loans. In addition, the = Phillips=20 Point loan (8.14%) is interest only for = the first=20 two years of the 10-year term, the IBM = Center loan=20 (6.20%) is interest only for the first two = and=20 last two years of the 10.75 year term, and = the=20 Villa del Sol Apartments loan (3.49%) is = interest=20 only for the first two years of the = 10-year term.=20 =


Collateral Quality

Based on Standard & Poor's = analysis, the=20 portfolio has a DSC of 1.59x on a = weighted-average=20 coupon of 5.61%. Standard & Poor's DSC = reflects adjustments made to the net cash = flow=20 (NCF) of the properties based on the = bankers'=20 underwriting, historical and projected = operating=20 statements, and the assets' competitive = positions=20 within their respective markets.

On a weighted-average basis, Standard = &=20 Poor's adjusted the NCF of the portfolio = downward=20 by 3.16%. This decrease reflects = adjustments to=20 rental rates, expense reimbursement = ratios,=20 occupancy levels, operating expenses, = capital=20 expenditure reserves, and tenant = improvement and=20 leasing commission (TI/LC) assumptions. =

For the pool, Standard & Poor's=20 weighted-average beginning LTV is 87.4% = and the=20 ending LTV is 76.8%. The weighted-average=20 capitalization rate applied to Standard = &=20 Poor's NCF is 9.14%. Capitalization rates = are a=20 function of asset type, quality, tenancy, = position=20 within the competitive set, and current = and future=20 market conditions.

The weighted average quality score for = the=20 assets securing mortgages in the pool is = 2.79, a=20 better-than-average score on Standard = & Poor's=20 scale of 1 (highest) to 5 (lowest).=20


Properties

Standard & Poor's inspected assets=20 representing 69.81% of the total pool and=20 re-underwrote cash flows and derived asset = values=20 for assets representing 77.58% of the = pool. The=20 weighted average quality score for the = inspected=20 properties was 2.79, a slightly=20 better-than-average score on Standard = & Poor's=20 scale of 1 (highest) to 5 (lowest).=20


Borrower = Concentrations

The largest sponsor is Tamir Sapir, the = sponsor=20 of the 11 Madison Avenue loan (11.11% of = the pool=20 balance). The five-largest sponsors = represent=20 39.40% of the pool balance and the 10 = largest=20 sponsors represent 53.76% of the pool = balance. All=20 of the top 10 loans have SPE borrowers = with a=20 nonconsolidation opinion. Seven of these = loans,=20 representing 45.33% of the pool balance, = are made=20 to borrowers that are bankruptcy-remote = SPEs with=20 both a nonconsolidation opinion and an = independent=20 director.

The largest loan in the pool is the 11 = Madison=20 Avenue loan, representing 11.11% of the = pool=20 balance. The top five loans represent = 39.40% of=20 the pool balance and the top 10 loans = account for=20 53.30% of the overall pool balance. Four = of the=20 top 10 loans (28.86% of the pool balance) = have=20 credit characteristics consistent with=20 investment-grade rated obligations. As = previously=20 mentioned, the economics of the top 10 = loans are=20 better than those of the overall pool. The = top 10=20 loans have a weighted average beginning = LTV of=20 79.5% and a weighted average ending LTV of = 72.0%.=20 In addition, four of the top 10 loans = (28.86% of=20 the pool balance) have characteristics = consistent=20 with obligations rated investment-grade by = Standard & Poor's: Starrett-Lehigh = Building,=20 7.75% rated 'AAA'; 520 Eighth Avenue = (3.80%) rated=20 'AAA'; IBM Center (6.20%) rated 'BBB'; and = 11=20 Madison Avenue (11.11%) rated 'BBB'.=20


Bankruptcy Issues.

Two of the loans, representing 1.26% of = the=20 pool, were made to borrowers with members = or=20 affiliates that have previously filed for=20 bankruptcy within the 10-year period = preceding=20 February 2004. Both of the borrowers are=20 structured as SPEs; however, such SPEs = lack both a=20 nonconsolidation opinion and an = independent=20 director. Additionally, both of the loans = made to=20 previously bankrupt borrowers have = springing=20 lockboxes as cash management features.=20


Leasehold = Interests

Two loans (0.68% of the pool balance) = are=20 secured solely by a mortgage lien on the=20 borrower's leasehold interest pursuant to = a ground=20 lease. Both of these ground leases afford = the=20 lender notice and cure rights, and they = have=20 ultimate terms that extend at least 20 = years=20 beyond the loan maturity. Three other = loans (3.55%=20 of the pool) are secured by properties = that have a=20 leasehold component. All such leasehold = interests=20 have ultimate terms that extend at least = 20 years=20 beyond the loan maturity. One of these = three loans=20 (0.27% of the pool) includes a ground = lease that=20 affords the lender notice and cure rights = with=20 respect to the ground lease involved. = Another=20 property (securing 2.35% of the pool) = includes two=20 ground leases, one of which affords the = lender=20 notice and cure rights, and a second one = that does=20 not afford such rights. The third loan = (0.93% of=20 the pool) is secured by a property that = includes a=20 leasehold interest which is silent in = regard to=20 notice and cure rights.=20


Additional = Indebtedness

Two properties in the pool have = secondary debt=20 in the form of subordinated secondary = debt. The=20 Forest Park Apartments, representing 0.98% = of the=20 pool balance, has a junior mortgage in the = amount=20 of $1.4 million that is not an asset of = the trust.=20 This second mortgage is subject to an=20 intercreditor agreement. The Studio = Village=20 Shopping Center, which represents 0.78% of = the=20 pool balance, has a revolving credit = facility with=20 an original amount of $17.0 million. The = credit=20 facility is subordinated to the mortgage. = In=20 addition, the holder of the facility may = foreclose=20 on the property only after the lockout = period of=20 the mortgage has lapsed.

One loan, representing 0.79% of the = mortgage=20 pool, is structured with a subordinate B = note.=20 This B note was privately placed with a=20 third-party investor and is not an asset = of the=20 trust. It should be noted that Standard = &=20 Poor's believes the relative rights in a=20 bankruptcy are more favorable when an A/B = loan is=20 structured as a participation, rather than = with=20 separate notes. Prior to an event of = default, the=20 A and the B noteholders will receive = separate=20 interest and principal payments from the = borrower.=20 After a monetary event of default or an=20 acceleration on account of any other = material=20 event of default of the loan, the B = noteholders=20 will receive payments of interest, = principal, and=20 other amounts only to the extent that = funds are=20 available after the A noteholders receive = their=20 unpaid accrued and unpaid interest, and = the=20 principal balance of the A note has been = reduced=20 to zero. Currently, the master and special = servicer of this trust will service the = whole=20 loan, except with respect to collecting = payments=20 related to the B note. Furthermore, there = is no=20 advancing on the B note of the loan = mentioned=20 above. The servicing of the A/B loan is = subject to=20 an intercreditor agreement, which = generally=20 conforms to Standard & Poor's = criteria.

Two loans, representing 2.44% of the = pool, have=20 existing unsecured debt amounting to $1.1 = million.=20 Each of the two unsecured loans is subject = to=20 either subordination and standstill = agreements or=20 an intercreditor agreement.

One loan, representing 0.93% of the = pool, is=20 permitted to obtain future secondary = secured debt=20 subject to minimum DSC and maximum LTV = limits.=20

Eight loans, representing 12.75% of the = pool,=20 permit the borrower to incur future = mezzanine debt=20 subject to lender consent and/or DSC and = LTV=20 tests. In all eight cases, a subordination = and=20 standstill agreement is required in = connection=20 with any additional mezzanine debt. Any = additional=20 indebtedness may only be secured by a = pledge of=20 the equity interest in the related = mezzanine=20 borrower.

Two loans, representing 1.96% of the = pool,=20 allow the borrower to obtain additional = unsecured=20 financing. One of these loans (1.83% of = the pool)=20 requires additional debt to be subject to = a=20 subordination and standstill agreement. = The second=20 loan (0.14% of the pool) does not have a=20 subordination and standstill requirement, = but caps=20 additional debt at an amount equal to=20 approximately 10% of the original loan. =

In addition to the additional = indebtedness of=20 conduit loans described in the previous=20 paragraphs, the following two large loans = include=20 various forms of additional indebtedness.=20 =


11 Madison Avenue = Loan

The largest loan in the pool, the 11 = Madison=20 Avenue loan, has a whole loan balance of = $515=20 million. The whole loan consists of a $430 = million=20 A note, with credit characteristics = consistent=20 with investment-grade obligations rated = 'BBB',=20 which has been divided into four pari = passu=20 pieces. The first piece is a $143.3 = million A1=20 note that has been contributed to this = trust and=20 represents 11.1% of the pool balance. The = second,=20 third, and fourth pieces are A2, A3, and = A4 notes,=20 each sized at $95.6 million. Each of the = three=20 additional pieces is expected to be = contributed to=20 a different future transaction. In = addition to the=20 pari passu A notes, the mortgage is also = evidenced=20 by three subordinate loans: a $10.0 = million B=20 note, a $37.5 million C note, and a $37.5 = million=20 D note. The subordinated notes are not = assets of=20 the trust. The servicers, on behalf of the = trust,=20 are responsible for servicing the whole = loan and=20 making principal and interest advances = with=20 respect to the A1, A2, A3, and A4 pari = passu A=20 notes of the 11 Madison loan. The = servicers, on=20 behalf of the trust, will not be = responsible for=20 making principal and interest advances = with=20 respect to the subordinated notes.

Prior to an event of default, payments = and=20 proceeds of accrued and unpaid interest = will be=20 paid on a pro rata basis to the A1, A2, = A3, and A4=20 notes, followed by scheduled payments of = principal=20 to the A1, A2, A3, and A4 notes, then = accrued and=20 unpaid interest will be paid to the = subordinate=20 loans, in order of seniority, followed by=20 scheduled payments of principal to the = subordinate=20 loans.

Following an event of a default, the = A1, A2,=20 A3, and A4 notes will receive pro rata = accrued and=20 unpaid interest. Then, the A1, A2, A3 and = A4 notes=20 will receive pro rata payments of = principal until=20 the principal balance has been reduced to = zero.=20 The subordinate loans will then receive = accrued=20 and unpaid interest, in order of = seniority, until=20 the principal balance has been reduced to = zero.=20 Finally, the subordinate loans, in order = of=20 seniority, will receive payments of = principal=20 until the principal balances of the = subordinated=20 loans have been reduced to zero.=20


Starrett Lehigh = Building=20 Loan

The third-largest loan in the pool, the = Starrett Lehigh Building loan, has a trust = balance=20 of $100.0 million (7.75% of the pool) and = a whole=20 loan balance of $184.0 million. The total = A note=20 amount equals $160.0 million and displays = credit=20 characteristics consistent with = investment-grade=20 obligations rated 'AAA'. The A note is = split into=20 two pari-passu components: a $100 million = A1 note=20 to be included in this transaction and a = $60=20 million A2 note to be included in a future = transaction. In addition to the A notes, = the=20 property is encumbered by a $24 million=20 subordinate B note, which will be an = unpooled=20 asset of the trust, separately supporting = the=20 class SL certificates. In addition to the = A and B=20 notes, the loan has outstanding mezzanine = debt=20 totaling $40 million. The servicers, on = behalf of=20 the trust, are responsible for servicing = the whole=20 loan and making principal and interest = advances=20 with respect to both the A1 and A2 notes. = In=20 addition, they are responsible for making = interest=20 advances with respect to the B note.

Prior to an event of default, payments = and=20 proceeds of accrued and unpaid interest = will be=20 paid on a pro rata basis to the A1 and A2 = notes,=20 followed by scheduled payments of = principal to the=20 A1 and A2 notes.

Following the event of a default, the = A1 and A2=20 notes will receive pro rata accrued and = unpaid=20 interest. Then, the A1 and A2 notes will = receive=20 pro rata scheduled payments of principal. = The B=20 note will then receive accrued and unpaid=20 interest. Then, the A1 and A2 notes will = receive=20 payments of principal, pro rata, until the = principal balances of the A1 and A2 notes = are=20 reduced to zero. Finally, the B note will = receive=20 the payments of principal until the = principal=20 balance of the B note is reduced to zero. =

All additional debt has been factored = into the=20 subordination levels.=20


Terrorism Insurance = Coverage

The lenders' policies on terrorism = insurance=20 generally require every property to have = terrorism=20 coverage to the extent available at = commercially=20 reasonable rates. However, this = requirement has=20 been waived in several instances. Six = properties,=20 representing 1.05% of the pool balance, = have=20 property insurance policies that do not = cover acts=20 of terrorism.=20


Appraisal Reports

Appraisal reports, in conformance with = USPAP=20 and FIRREA, were prepared for all of the = loans.=20 Valuations for 95 of the mortgaged = properties,=20 representing 99.30% of the pool balance, = were=20 conducted within the past year.=20


Environmental = Review

Phase I environmental studies were = conducted=20 for assets representing 100% of the pool = balance.=20

For one loan, representing 0.67% of the = total=20 pool balance, a phase II assessment was=20 recommended and performed. The phase II = assessment=20 recommended that the property owner = perform=20 remediation to seal with concrete a vent = pipe from=20 a former underground storage tank. An = up-front=20 reserve equal to 125% of the estimated = cost to=20 cure has been established. Standard & = Poor's=20 took these environmental issues into = account in=20 the subordination levels.

In lieu of or in addition to any = environmental=20 escrows already established, individual = secured=20 creditor environmental insurance policies = were=20 required to be purchased for two loans,=20 representing 0.53% of the pool balance. =

Escrows totaling $824,375 have been = established=20 for five properties (9.89% of pool = balance) to=20 address issues that were recommended in = the=20 environmental reports, such as the = establishment=20 of asbestos operations and maintenance = programs.=20

Phase I reports for 88 loans, = representing=20 98.07% of the pool balance, were prepared = within=20 the 12-month period before the cutoff = date. For=20 the remaining two loans, a phase I was = completed=20 in 1999 and 2000, respectively.=20


Structural Review

Independent, licensed engineers = prepared=20 engineering reports for all 102 of the = collateral=20 properties. These reports identified both = deferred=20 maintenance items to be corrected = immediately and=20 long-term capital expenditure needs. = Assets=20 securing 37 loans, representing 45.15% of = the=20 total pool balance, were identified as = needing=20 immediate repairs and escrows totaling = $2,751,456=20 were established at closing to remediate = these=20 items. Generally, the loan sellers' = requirements=20 for up-front, deferred maintenance = reserves are=20 100% to 125% of the recommended amount = indicated=20 in the reports.

Engineering reports for loans = representing=20 99.30% of the pool balance were completed = within=20 the 12-month period prior to the cutoff = date and=20 the remaining reports were prepared within = a=20 60-month period.=20


Seismic Review

Eleven loans, representing 20 = properties and=20 12.63% of the pool balance, are secured by = properties located in seismic zones 3 or = 4. One of=20 these loans is a portfolio of 11 = properties, for=20 which only one of these properties is = located in=20 seismic zones 3 or 4. Seismic studies were = completed for all but one of the 20 = properties.=20 The property is a Walgreen's store, for = which the=20 Walgreen Co. ('A+') self insures for all = property=20 losses. Of the properties for which = seismic=20 studies were conducted, only two were = determined=20 to have a probable maximum loss (PML) in = excess of=20 20%. Earthquake insurance was obtained for = both of=20 these properties and for one other = property, which=20 had a PML below 20%. The loans related to = these=20 three properties represent 6.40% of the = pool=20 balance. =


Hurricane and Flood = Review

There are 58 properties (84.38% of the = pool=20 balance) that have wind damage insurance. = Flood=20 insurance has been provided for 26 = properties=20 (49.59%). In addition, there are nine = Walgreen's=20 properties (1.83%) that are self insured = for all=20 property losses.=20 =


Top=20 Seven Loans


11 Madison Avenue =

The largest loan in the pool is the 11 = Madison=20 Avenue loan, has a whole loan balance of = $515=20 million. The whole loan consists of a $430 = million=20 A note, with credit characteristics = consistent=20 with investment-grade obligations rated = 'BBB',=20 which has been divided into four pari = passu=20 pieces. The first piece is a $143.3 = million A1=20 note that has been contributed to this = trust and=20 represents 11.1% of the pool balance. The = second,=20 third, and fourth pieces are an A2, A3, = and A4=20 notes, each sized at $95.6 million. Each = of the=20 three additional pieces is expected to be=20 contributed to a different future = transaction. In=20 addition to the pari passu A notes, the = mortgage=20 is also evidenced by three subordinate = loans: a=20 $10.0 million B note, a $37.5 million C = note, and=20 a $37.5 million D note. The 5.3043% = fixed-rate=20 loan, which is scheduled to mature on Jan. = 11,=20 2014, has a 10-year term and amortizes on = a=20 30-year schedule. The loan is secured by a = first=20 mortgage on the 11 Madison Avenue, located = on=20 Madison Avenue between 24th and 25th = Streets in=20 Manhattan, N.Y. The property is a class A = office=20 building containing a total of 2,256,552 = sq. ft.=20 of space. The property was constructed in = 1932 and=20 substantially renovated in 1997. For the=20 renovation, the former owner MetLife, = spent in=20 excess of $400 million ($177 per sq. ft.)=20 replacing the mechanical, electrical, and = plumbing=20 systems, all of the windows and the roof. = The=20 property offers floor plates ranging from = 45,000=20 sq. ft. to 100,000 sq. ft.

The property serves as the world = headquarters=20 of CSFB. CSFB ('A+') occupies 85.2% of the = net=20 rentable area (NRA) and has leases for = 64.2% of=20 the NRA extending to 2017. CSFB began = occupying 11=20 Madison Avenue in 1995 and invested $300 = million=20 ($133 per sq. ft.) into the property. 11 = Madison's=20 tower space consists of CSFB executive = suites=20 including the office of the CEO. Other = prominent=20 tenants included IBM ('A+', 138,072 sq. = ft.,=20 sublet from Aon), Omnicom ('A-', 95,557 = sq. ft.),=20 and Gould Paper (N.R., 46,318 sq. ft.). = The=20 property is currently 98.6% occupied with = tenants=20 paying an average in-place rent of $21.33. =

The sponsor of the bankruptcy-remote = SPE=20 borrower is Tamir Sapir, owner of ZAR = Realty=20 Management Corporation, an owner of 4.0 = million=20 sq. ft. of New York properties. The = property is=20 managed by Cushman & Wakefield. The = loan has a=20 hard lockbox for cash management.

The following points summarize Standard = &=20 Poor's underwriting assumptions for this = loan:=20

  • The analysis was bifurcated into a = real=20 estate component based on the value of = the=20 building at loan maturity and a = credit-tenant=20 component;=20
  • Underwritten revenues in the real = estate=20 analysis were based on leases in-place = per the=20 rent roll dated December 2003;=20
  • Reimbursements in the real estate = analysis=20 were based on the tenant's contractual=20 obligations;=20
  • In the real estate analysis, = percentage rent=20 and other income were based on = historical=20 performance and the 2003 budget; the = vacancy=20 rate applied to the gross potential = income for=20 all tenants other than CSFB and Omnicom = was=20 5.0%. A 1.0% vacancy rate was applied to = the=20 CSFB and Omnicom space. The property is=20 currently 98.6% occupied;=20
  • Reimbursement income was based = contractual=20 obligations including parking rental = income;=20
  • A management fee of $1.0 million was = assumed;=20
  • Underwritten operating expenses were = based=20 on the historical numbers;=20
  • Additional underwritten operating = expenses=20 were based on the Appraiser's estimate = of real=20 estate tax and insurance expenses;=20
  • TI expenses were assumed to range = from $7.00=20 per sq. ft. to $10.00 per sq. ft. for = new leases=20 and $3.50 per sq. ft. to $5.00 per sq. = ft. for=20 renewal leases in the real estate = analysis. The=20 CSFB space leased until 2017 was = excluded from=20 the roll;=20
  • LCs were assumed to be 4.0% for new = leases=20 and 2.0% for renewals;=20
  • The average lease terms were assumed = to=20 range from 11.0 to 20.0 years based on = the=20 actual in-place lease terms in the real = estate=20 analysis;=20
  • In the real estate analysis, a 65.0% = renewal=20 probability was assumed for non-CSFB = tenants. A=20 80.0% renewal probability was assumed = for=20 389,344 sq. ft. of CSFB space that = expires in=20 2007;=20
  • Capital reserves were assumed to be = $0.35=20 per sq. ft. in the real estate analysis; =
  • Based on these assumptions Standard = &=20 Poor's stabilized NCF variance was 0.0%; =
  • Standard & Poor's capitalized = stabilized=20 NCF using a 8.00% overall capitalization = rate=20 and to achieve a value of $611.2 million = ($270.83 per sq. ft.);=20
  • The difference between the original = loan=20 amount and the balloon balance due at = maturity=20 was analyzed as a credit-tenant loan = using=20 Standard & Poor's credit-tenant = model. This=20 analysis was combined with the analysis = for the=20 real estate component to determine the = capital=20 structure for the whole loan; and=20
  • The quality score for this asset was = 2.0 (a=20 better-than-average score).

This loan exhibits the following = strengths:=20

  • The trust balance exhibits credit=20 characteristics consistent with a 'BBB' = rated=20 obligation. However, the credit = characteristics=20 of the loan are dependent on the rating = of CSFB=20 (S&P 'A+'), the major tenant. Any = changes to=20 the rating of the tenant will affect the = credit=20 characteristics of the loan;=20
  • The property has 64.2% of its space = leased=20 through 2017 to CSFB, a tenant rated = 'A+' by=20 Standard & Poor's;=20
  • The property's in-place average = rents of=20 $21.33 are significantly below market as = the=20 REIS 2003 fourth quarter submarket = report stated=20 asking rents of $37.48;=20
  • The property has benefited from = extensive=20 renovation as $700 million ($310 per sq. = ft.)=20 have been spent by the former owner = MetLife and=20 its main tenant, CSFB, during the past = nine=20 years; and=20
  • The property benefits from a strong=20 sponsorship and experienced management. =

This loan exhibits the following = concerns and=20 mitigating factors:

  • CSFB has a termination clause that = allows=20 them to release 528,730 sq. ft. of space = in=20 2007. However, this risk is mitigated as = CSFB=20 will have to pay a termination fee of = $32.0=20 million ($14.18 per sq. ft.) if they = terminate=20 that space. Such termination fee will be = applied=20 pro-rata if less than the entire 528,730 = sq. ft.=20 are released. In addition, CSFB invested = $133=20 per sq. ft. (equivalent to $70.3 million = for the=20 cancelable space) to renovate the entire = property in 1995;=20
  • CSFB must give two years notice = prior to the=20 termination date and in the event it = elects to=20 terminate the space, the lender will = begin to=20 trap 100% of cash flow until the space = is=20 re-leased; and=20
  • The current in-place rent of the = terminated=20 space is significantly below market.=20 =

Philips Point Office = Building=20

The second-largest loan in the pool is = the=20 Philips Point Office Building loan, with a = whole=20 loan balance of $105.0 million (8.14% of = the=20 pool). The 6.250% fixed-rate loan has a = 10-year=20 term, amortizes over 30 years, and is = scheduled to=20 mature Dec. 11, 2013. The loan is secured = by a=20 first mortgage on the Philip's Point = Office=20 Building, located at 777 South Flagler = Drive, West=20 Palm Beach, Fla. The property consists of = two=20 class A office towers constructed in 1985, = which=20 contain a total of 421,650 sq. ft. of = space.

Major Tenants include Gunster, Yoakley, = Valdes-Fauli & Stewart PA (52,719 sq. = ft,=20 12.5% of NRA, lease expires 2013), = Greenberg,=20 Traurig LLP (35,707 sq. ft., 8.3% of NRA, = lease=20 expires 2011), and Steel, Hector & = Davis LLP=20 (28,589 sq. ft., 6.8% of NRA, lease = expires 2010).=20 Investment-grade tenants include Wachovia = Bank=20 N.A. ('A+', 5,683 sq. ft., 1.3% of NRA, = lease=20 expires 2006), Harris Trust & Savings = Bank=20 ('AA-', 9,084 sq. ft., 2.2% of NRA, lease = expires=20 2013), Alliance Capital Management L.P. = ('A+',=20 15,016 sq. ft., 3.6% of NRA, lease expires = 2012),=20 and Morgan Stanley & Co. Inc. (A+, = 9,897 sq.=20 ft., 2.3% of NRA, lease expires 2013). The = building is currently 96.0% occupied.

The sponsors of the bankruptcy-remote = SPE=20 borrower are the Winter Organization and = Melvin=20 Heller. The Winter Organization was = founded in=20 1913 and is a family-run private owner, = developer,=20 and manager of commercial, retail, and = residential=20 real estate located primarily in Manhattan = and its=20 suburbs. Two former real estate bankers, = Benjamin=20 and James Winter, currently run the = organization.=20 Assets include an office portfolio in = Manhattan,=20 as well as several Manhattan residential=20 properties. Melvin Heller is a real estate = investor who has converted several = Manhattan=20 office buildings from manufacturing to = office=20 space, primarily in the SoHo and TriBeCa = sections.=20 The subject property is managed by=20 Walters-Gottlieb Partners Inc., an = independent=20 third party. The loan is structured with a = hard=20 lockbox for cash management.

The following points summarize Standard = &=20 Poor's underwriting assumptions for this = loan:=20

  • Gross potential rent (GPR) was based = on=20 rents in place with vacant space grossed = up at=20 the weighted-average in-place rent for = the=20 building;=20
  • Reimbursement income was based on = grossing=20 up the trailing-12 month (TTM) = reimbursement=20 amount, including parking income and = other=20 income;=20
  • A vacancy allowance of 7.0% was = taken=20 against income excluding rents and=20 reimbursements from Harris Trust & = Savings=20 Bank ('AA-'), Alliance Capital = Management L.P.=20 ('A+'), and Morgan Stanley & Co. = Inc.=20 ('A+');=20
  • Underwritten operating expenses were = based=20 on historical levels;=20
  • A management fee of 4.0% was = assumed;=20
  • Additional underwritten operating = expenses=20 were based on the actual billed amounts = for real=20 estate tax and insurance expenses;=20
  • TI expenses were assumed to be = $12.00 per=20 sq. ft. for new leases and $6.00 per sq. = ft. for=20 renewal leases;=20
  • LCs were assumed to be 4.0% for new = leases=20 and 2.0% for renewals;=20
  • A 65.0% renewal probability was = assumed for=20 all tenants except for three highly = rated=20 tenants: Harris Trust & Savings = Bank,=20 Alliance Capital Management L.P., and = Morgan=20 Stanley & Co. Inc. These tenants = were=20 assumed to have a 70.0% renewal = probability;=20
  • Capital reserves were assumed to be = $0.25=20 per sq. ft.;=20
  • Based on these assumptions Standard = &=20 Poor's stabilized NCF variance was 1.2%; =
  • Standard & Poor's applied a=20 capitalization rate of 9.25% to NCF and = added=20 the net present value of rent steps over = the=20 term of the loan for Harris Trust & = Savings=20 Bank, Alliance Capital Management L.P., = and=20 Morgan Stanley & Co. Inc., which = aggregated=20 $142,289 to derive a value of = $110,138,866; and=20
  • The quality score for this asset was = 2.50, a=20 better-than-average score.

This loan exhibits the following = strengths:=20

  • The property benefits from a = prestigious=20 location along the waterfront of West = Palm Beach=20 at the intersection of Flagler Avenue = and Royal=20 Palm Bridge;=20
  • The property has an occupancy rate = of 95.8%,=20 and has historically experienced = occupancy rates=20 that are well above average market = rates; and=20
  • The property benefits from strong=20 sponsorship and management.

This loan exhibits the following = concern and=20 mitigating factor:

  • A large portion of the leases, = representing=20 42.5% of the NRA, roll within the next = five=20 years, and leases representing 96.0% of = the NRA=20 roll at or before the final maturity = date.=20 However, the building has a good tenant = mix and=20 is enhanced by a prestigious location.=20 Additionally, the property has = historically=20 maintained occupancy rates that have = been well=20 above the occupancy rates of the = surrounding=20 market.=20 =

Starrett Lehigh = Building

The third-largest loan in the pool is = the=20 Starrett Lehigh Office Building loan, with = a trust=20 balance of $100.0 million (7.75% of the = pool) and=20 a whole loan balance of $184.0 million. = The total=20 A note amount equals $160.0 million and is = split=20 into two pari-passu components: a $100.0 = million=20 A-1 note to be included in this = transaction and a=20 $60.0 million A-2 note to be included in a = future=20 transaction. In addition to the A notes, = the=20 property is encumbered by a $24.0 million=20 subordinate B note, which will be an asset = of the=20 trust, separately supporting the class SL=20 certificates. In addition to the A and B = notes,=20 the loan has outstanding mezzanine debt = totaling=20 $40.0 million. This hyperamortizing loan = has an=20 anticipated repayment date of February = 2014, is=20 structured with a fixed interest rate of = 5.760%,=20 is interest only for the first two years, = and=20 amortizes on a 26-year schedule = thereafter.

The loan is secured by a first mortgage = lien on=20 a 2.3 million sq. ft. office building, = which=20 occupies an entire city block bounded by = 11th and=20 12th Avenues and West 26th and 27th = Streets in New=20 York City. The property was originally = constructed=20 in 1931 as an industrial building and was=20 substantially renovated and converted into = an=20 office building between 1998 and 2003 at a = cost of=20 more than $30 million ($12.95 per sq. ft). = The=20 property contains a 4,000 sq. ft. = restaurant on=20 the first floor as well as a 2,000 sq. ft. = food=20 court on the eighth floor. As of September = 2003,=20 the property was 74.3% occupied by more = than 100=20 tenants at an average rent of $21.76 per = sq. ft.=20 he largest tenants include the U.S. = Customs and=20 Border Patrol ('AAA'; 11.5% of NRA; lease = expires=20 2013), Omnimedia (N.R.; 6.9% of NRA; lease = expires=20 2009), and the Federal Bureau of = Investigations=20 ('AAA'; 5.1% of NRA; lease expires 2008). =

The borrower is a bankruptcy-remote = SPE. The=20 sponsor of the loan is Mark Karasick, who = has been=20 actively involved in New York real estate=20 investment and ownership for nearly 25 = years.=20 During the past five years, Mr. Karasick = has made=20 property acquisitions totaling more than = eight=20 million sq. ft., with a total value in = excess of=20 $1.5 billion. The property is managed by = an=20 affiliate of the borrower. The loan is = structured=20 with a hard lockbox for cash management. =

The following points summarize Standard = &=20 Poor's underwriting assumptions for this = loan:=20

  • Standard & Poor's bifurcated the = underwriting analysis owing to the = transition=20 from an industrial building into an = office=20 property. Cash flow was underwritten = following=20 an as-is approach; however, Standard = &=20 Poor's used a stabilized approach to = derive the=20 ultimate value of the building;=20
  • GPR was based on leases in-place as = of=20 December 2003 for cash flow and debt = service=20 coverage purposes; however for valuation = purposes, GPR was grossed up to reflect = 100%=20 occupancy;=20
  • For cash flow and debt service = coverage=20 purposes, the current vacancy of 25.7% = was used=20 under the as-is approach; however, on a=20 stabilized basis, vacancy of 15% was = assumed for=20 valuation purposes;=20
  • Reimbursement income was based on=20 contractual obligations;=20
  • A management fee of 4.0% was = assumed, but a=20 cap of $1.0 million was applied;=20
  • Operating expenses were underwritten = in line=20 with historical levels;=20
  • TI expenses were estimated at $11.00 = per sq.=20 ft. for new leases and $5.50 per sq. ft. = for=20 renewals;=20
  • LCs were estimated at 4.0% for new = leases=20 and 2.0% for renewals;=20
  • The weighted average lease term was=20 estimated at 13.0 years;=20
  • A 65.0% renewal probability was = assumed;=20
  • Capital reserves were underwritten = at $0.35=20 per sq. ft.;=20
  • Based on these assumptions Standard = &=20 Poor's NCF variance was 3.8%;=20
  • Standard & Poor's capitalized = stabilized=20 NCF using a 9.75% overall capitalization = rate=20 and provided credit for a $7.0 million = upfront=20 TI/LC reserve to yield a value of $281.0 = million=20 ($121 per sq. ft.); and=20
  • The quality score for this asset was = 3.50 (a=20 lower-than-average score).

This loan exhibits the following = strengths:=20

  • The trust balance exhibits credit=20 characteristics consistent with a 'AAA' = rated=20 obligation;=20
  • The unpooled B note exhibits credit=20 characteristics consistent with a 'BBB-' = rated=20 obligation;=20
  • The subject benefits from a diverse = tenant=20 base consisting of more than 100 = tenants; and=20
  • The property offers exceptionally = large=20 floor plates, high ceilings, heavy = load-bearing=20 floors, and unobstructed views of the = Harbor,=20 the Hudson River, and the Manhattan = skyline.=20

This loan exhibits the following = concerns and=20 mitigating factors:

  • The property is only 74.3% occupied, = partially due to the telecommunications=20 (telecom) industry meltdown. However, = telecom=20 tenants have generally been replaced by = tenants=20 of higher quality including the U.S. = Customs=20 ('AAA'). In addition, the lender has = structured=20 the loan to include a $7.0 million = up-front=20 TI/LC reserve to facilitate incremental = lease-up=20 of the property. Furthermore, the as-is = cash=20 flow adequately covers the debt service = during=20 this transition period;=20
  • The borrower is a pre-existing = entity as it=20 was formed in June 1998. However, the = borrower's=20 only functions have been to own and = operate the=20 subject property. The borrower provided = a=20 satisfactory nonconsolidation opinion, = which=20 included representations sufficient to = mitigate=20 this issue; and=20
  • The subject is encumbered by = mezzanine=20 financing in the amount of $40.0 = million. This=20 additional debt is secured by the = owner's equity=20 interest in the borrower. The mezzanine = provider=20 is SL Green, an experienced owner and = operator=20 of New York City office properties. = Standard=20 & Poor's adjusted the capital = structure to=20 account for the mezzanine financing; and = an=20 intercreditor agreement is in place that = limits=20 the mezzanine lender's control rights.=20 =

IBM Southeast Marketing = Center=20

The fourth-largest loan is the IBM = Southeast=20 Marketing Center, with a whole loan and = trust=20 balance of $80.0 million (6.20% of the = pool). The=20 loan bears interest rate at 5.360% = fixed-rate and=20 provides for a period of interest-only = payments=20 through the first twenty-four months of = the term=20 and a second period of interest-only = payments=20 during the final twenty-four months of the = term.=20 The loan amortizes on a 28-year schedule = between=20 years two and eight and is scheduled to = mature in=20 September 2014. The loan is collateralized = by two=20 connected office towers and a four-story = parking=20 deck, totaling 800,000 sq. ft. of office = space,=20 located approximately 9.2 miles north of = the=20 Atlanta CBD. The Lakeside building, = completed in=20 1978, is an 11-story building comprising = 375,000=20 sq. ft. of office space and is connected = to a=20 four-story, 944-space parking deck. The = Hillside=20 building, completed in 1988, comprises = 425,000 sq.=20 ft. of office space. Both buildings are = connected=20 at all levels by an enclosed walkway. The = subject=20 is currently 100% triple-net leased to IBM = Corporation for 21 years.

The borrower, Jamestown Northside L.P., = is=20 structured as a bankruptcy-remote entity = and is=20 sponsored by Jamestown Cos. (Jamestown). = Jamestown=20 provides real estate investment, = management, and=20 brokerage services for its investment = portfolio of=20 11.5 million sq. ft. of office space and = currently=20 manages 8.2 million sq. ft. of that space. = The=20 property is managed by an affiliate of the = borrower. The loan is structured with a = hard=20 lockbox for cash management.

The following points summarize Standard = &=20 Poor's underwriting assumptions for this = loan:=20

  • The analysis was bifurcated into a = real=20 estate component based on the value of = the=20 building at loan maturity and a = credit-tenant=20 component;=20
  • Underwritten revenues in the real = estate=20 analysis were based on leases in-place = per the=20 rent roll dated June 2003;=20
  • Reimbursements in the real estate = analysis=20 were based on the tenant's contractual=20 obligations;=20
  • In the real estate analysis, = parking,=20 miscellaneous, and other income were = based on=20 historical performance and the 2003 = budget;=20
  • A vacancy allowance of 3.0% was = assumed in=20 the real estate analysis;=20
  • Operating expenses in the real = estate=20 analysis were based on historical trends = and=20 supported by comparables;=20
  • A management fee of 3.0% of EGI was = assumed;=20
  • In the real estate analysis, TI = costs were=20 estimated at $5.00 per sq. ft. and $2.00 = per sq.=20 ft. for new and renewal leases, = respectively;=20
  • LCs were estimated at 4.0% for new = leases=20 and 2.0% for renewal leases in the real = estate=20 analysis;=20
  • In the real estate analysis, a = weighted=20 average lease term of 20.0 years was = assumed=20 based on the in-place leases. A renewal=20 probability of 70.0% was assumed;=20
  • Replacement reserves were estimated = at $0.25=20 per sq. ft. of collateral GLA in the = real estate=20 analysis;=20
  • Based on these assumptions, Standard = &=20 Poor's NCF variance was 9.2%;=20
  • Standard & Poor's derived a = value of=20 $102.52 million ($128.16 per sq. ft.) = based on a=20 direct capitalization of NCF using a = 9.75%=20 capitalization rate;=20
  • The difference between the original = loan=20 amount and the balloon balance due at = maturity=20 was analyzed as a credit-tenant loan = using=20 Standard & Poor's credit-tenant = model. This=20 analysis was combined with the analysis = for the=20 real estate component to determine the = capital=20 structure for the whole loan; and=20
  • The quality score for this asset was = 2.75, a=20 better-than-average score.

This loan exhibits the following = strengths:=20

  • The loan exhibits credit = characteristics=20 consistent with a 'BBB' rated = obligation.=20 However, the credit characteristics of = the loan=20 are dependent on the rating of the = tenant, IBM=20 Corporation(S&P 'A+'). Any changes = to the=20 rating of the tenant will affect the = credit=20 characteristics of the loan; and=20
  • The property benefits from a strong=20 sponsorship and experienced management. =

This loan exhibits the following = concerns and=20 mitigating factors:

  • The entire building is leased to a = single=20 tenant; however, IBM Corporation is a=20 long-standing, New York-based company = that is=20 rated 'A+' by Standard & Poor's;=20
  • In the final two years of the loan, = if there=20 is a casualty event where 60.0% of the = property=20 is taken IBM has the right to terminate = its=20 lease with 90-days notice. However, the = loan=20 provides for interest-only payments = during the=20 last two years of the loan therefore = eliminating=20 reliance on the tenant for principal = repayments=20 of the loan through the maturity date. = This was=20 taken into account when determining the = capital=20 structure for this loan.=20 =

North Riverside Park = Mall

The fifth-largest loan in the pool, the = North=20 Riverside Park Mall loan, has a cutoff = balance of=20 $80.0 million (6.20% of the pool). The = 10-year=20 loan provides for interest-only payments = at an=20 interest rate of 5.32% through the = anticipated=20 repayment date in February 2014, and is = subject to=20 hyperamortization thereafter with = stipulated=20 minimum principal payments based upon a = 15-year=20 amortization schedule. The final scheduled = maturity date for the loan is in February = 2014.=20

The loan is secured by a first mortgage = on the=20 leased fee interest in 440,421 sq. ft. of = a=20 1,067,435 sq. ft. regional mall located in = the=20 North Riverside, Ill., in the western = portion of=20 the Chicago MSA. The center was built in = 1974, and=20 expanded in 1990. It was last renovated in = 2001.=20 The mall is anchored by Sears ('BBB'); JC = Penney=20 ('BB+'); and Carson Pirie Scott (Saks = Inc., 'BB').=20 All three anchors own their stores, which = are not=20 part of the collateral. The mall contains = 440,421=20 sq. ft. of in-line retail space and a = six-screen=20 cinema. Average sales for mall shop = tenants less=20 than 30,000 sq. ft. for the TTM ended = November=20 2003 were $341.50 per sq. ft., with = occupancy=20 costs of 15.2%. TJ Maxx vacated 41,958 sq. = ft. in=20 January 2004, bringing the current in-line = occupancy to 86.9%.

The borrower, North Riverside Park LLC, = is a=20 bankruptcy-remote SPE, with a = consolidation=20 opinion and an independent director. The = sponsors=20 of the borrower are Jeffrey Feil, = principal of the=20 Feil Organization, and Lloyd Goldman, = president of=20 BLDG Management Co.. The Feil Organization = is a=20 New York based real estate concern with = interests=20 in more than 8.5 million sq. ft. of retail = and=20 mall space, 5 million sq. ft of office = space, and=20 5,000 residential units. The BLDG = Management Co.=20 owns more than 20 million sq. ft. of = commercial=20 and industrial space and 14,000 = residential units.=20 The property is managed by Urban Retail = Property=20 Co., an independent operator. The loan is=20 structured with a hard lockbox for cash=20 management.

The following points summarize Standard = &=20 Poor's underwriting assumptions for this = loan:=20

  • Underwritten revenues were based on = leases=20 in place per the rent roll as of Jan. 8, = 2004;=20
  • Common area maintenance, real estate = tax,=20 and insurance reimbursements were based = on=20 anticipated calculated collections for = each=20 current tenant;=20
  • As current in-line occupancy is = 86.9%, no=20 additional vacancy was assumed for the = mall=20 space. A 10% vacancy was assumed when=20 calculating the theater's TI/LCs;=20
  • Operating expenses were based on = 2004=20 budgets, historical levels, and actual = premiums=20 where available;=20
  • A management fee of 5.0% of EGI less = reimbursements was assumed;=20
  • TI allowances were estimated $15.00 = per sq.=20 ft. for new space and $5.00 per sq. ft. = for=20 renewal space for in-line tenants; and = $10.00=20 per sq. ft. for new space and $5.00 per = sq. ft.=20 for renewal space for the cinema;=20
  • LCs were estimated at 4.0% for new = space and=20 2.0% for renewal space;=20
  • A renewal probability of 65.0% was = assumed=20 for anchor and in-line tenants, and = 60.0% was=20 assumed for the theater tenant;=20
  • A lease term of 10.5 years was = assumed for=20 in-line tenants, and 17.3 years was = assumed for=20 the theater tenant;=20
  • Replacement reserves were = underwritten at=20 $0.20 per sq. ft. of collateral GLA;=20
  • Based on these assumptions, Standard = &=20 Poor's overall NCF variance for the = center was=20 1.89%;=20
  • Standard & Poor's applied a=20 capitalization rate of 8.25% to NCF, = yielding a=20 value of $104.6 million, which is = $237.61 per=20 sq. ft.; and=20
  • The quality score for this asset was = 2.75, a=20 better-than-average score.

This loan exhibits the following = strengths:=20

  • The subject is situated within a=20 concentrated retail hub, which services = the=20 suburbs of North Chicago. North = Riverside Park=20 Mall is the largest and most significant = retail=20 land use in the local area; and=20
  • The mall benefits from strong = sponsorship.=20

This loan exhibits the following = concerns and=20 mitigating factors:

  • There is considerable competition = within the=20 surrounding Chicago retail market. = Competition=20 includes the Oakbrook Center, an outdoor = mall=20 generally regarded as one of the top = performing=20 malls in the Chicago region, which is = located=20 approximately 7 miles west of the = subject; and=20 Orland Park, a two level enclosed mall, = located=20 approximately 10 miles southwest of the = subject.=20 This mall has four anchor stores, = including=20 three retailers that are also = represented at the=20 subject mall. This competition has = existed since=20 1962 and 1990, respectively, and North = Riverside=20 Mall has still managed to steadily = increase=20 sales from $307 per sq. ft. in 2000 to = $344 per=20 sq. ft in 2003; and=20
  • The loan is structured with = interest-only=20 payments through the anticipated = repayment date,=20 in 2014. Standard & Poor's adjusted = its=20 capital structure to determine its = shadow rating=20 to reflect the lack of amortization.=20 =

520 Eighth Avenue =

The sixth-largest loan in the pool is = the 520=20 Eighth Avenue loan, with a whole loan = balance of=20 $49 million (3.80% of the pool balance). = The=20 4.800% fixed-rate interest-only loan has a = 10-year=20 term, and is scheduled to mature Feb. 11, = 2014.=20 The loan is secured by a first mortgage on = three=20 interconnected class B office buildings = located at=20 520 Eighth Avenue, 261 West 36th Street, = and 266=20 West 37th Street, in New York City. The = combined=20 NRA of the three buildings is 740,443 sq. = ft.

The properties were constructed in 1926 = and=20 completely renovated and repositioned from = industrial to office space between 2000 = and 2003,=20 at a total cost of $18 million ($24 per = sq. ft.).=20 As of Jan. 21, 2004, the buildings were = 98.4%=20 occupied by more than 100 tenants.

The sponsor of the bankruptcy-remote = SPE=20 borrower is the Jeffery Gural, one of the = three=20 principals owning Newmark & Co. Real = Estate=20 Inc. Newmark & Co. manages or provides = leasing=20 services on approximately 50 million sq. = ft. of=20 office space worldwide. The property is = managed by=20 an affiliate of the borrower. The loan = requires=20 the borrower to deposit daily receipts = into a=20 lender controlled lockbox.

The following points summarize Standard = &=20 Poor's underwriting assumptions for this = loan:=20

  • Base rent was based on the = grossed-up rents=20 in place as of January 20, 2004;=20
  • Reimbursement income was based = contractual=20 obligations;=20
  • A vacancy of 7.0% was assumed to = reflect=20 market vacancy and estimated credit = loss;=20
  • A management fee of 4.0% of EGI was = assumed;=20
  • Due to the limited operating history = as=20 repositioned office space, underwritten=20 operating expenses were based on the = appraiser's=20 estimates;=20
  • Real estate taxes and insurance = expenses=20 were based on the actual amounts;=20
  • TI expenses were assumed to be = $10.00 per=20 sq. ft. for new leases and $5.00 per sq. = ft. for=20 renewal leases;=20
  • LCs were assumed to be 4.0% for new = leases=20 and 2.0% for renewals;=20
  • The average lease term is 11.0 years = based=20 on the actual in-place lease terms;=20
  • A 65.0% renewal probability was = assumed;=20
  • Capital reserves were assumed to be = $0.35=20 per sq. ft.;=20
  • Based on these assumptions Standard = &=20 Poor's stabilized NCF variance was = 12.1%;=20
  • Standard & Poor's capitalized = the NCF=20 using a 9.25% capitalization rate = resulting in a=20 value of $82.2 million ($111 per sq. = ft.); and=20
  • The quality score for this asset was = 3.0 (an=20 average score).

This loan exhibits the following = strengths:=20

  • The whole loan exhibits credit=20 characteristics consistent with a 'AAA' = rated=20 obligation;=20
  • The property benefits from strong=20 sponsorship; and=20
  • The asset recently underwent a = complete=20 renovation at a cost of $18 million ($24 = per sq.=20 ft.)

This loan exhibits the following = concerns and=20 mitigating factors:

  • The loan is structured with weak = cash=20 management, where the borrower is = required to=20 deposit cash receipts daily into a=20 lender-controlled account. This is = mitigated by=20 the experienced and reputable = sponsorship and=20 the low LTV of 59.6; and=20
  • The borrower is able to incur future = mezzanine debt secured by an equity = interest in=20 the borrower. The future mezzanine debt = would be=20 subject to an intercreditor agreement = and can be=20 incurred only with Standard & Poor's = rating=20 confirmation. The ability to incur = additional=20 debt has been factored into the = subordination=20 levels.=20 =

Villa Del Sol

The seventh-largest loan in the pool is = the=20 Villa Del Sol loan, with a whole loan = balance of=20 $45.0 million (3.49% of the total pool = balance).=20 The loan has a term of 10 years and = amortizes over=20 a 30-year schedule after an initial = two-year=20 interest-only period and matures in = December 2013.=20 The loan is secured by an 84-building = multifamily=20 complex containing 562-units located in = Santa Ana,=20 Calif. near the I-405 freeway. The subject = buildings were constructed in 1964 and = renovated=20 in 1994. Unit amenities include garbage = disposals=20 while shared amenities include two laundry = facilities, picnic areas, and a community = room.=20 The property has a current occupancy of = 98.0% at=20 weighted average rents per unit of $1015. = The=20 sponsor of the loan is Richard J. Juilian, = a=20 principal of Advanced Real Estate = Solutions. The=20 company currently has interests in 22 = properties=20 aggregating 4,000 units. The borrower is = an SPE=20 but does not have an independent director. = The=20 property is managed by an affiliate of the = sponsor. There is no cash management = in-place.=20

The following points summarize Standard = &=20 Poor's underwriting assumptions for this = loan:=20

  • Underwriting revenues were based on = the=20 in-place leases as of November 2003. = Vacancy,=20 collection loss, and concessions were = assumed at=20 5.0%. The property is currently 97.5% = occupied;=20
  • Operating expenses were based on = historical=20 levels and the amounts estimated in the=20 appraisal report;=20
  • Given the large number of units, = management=20 fees were underwritten at 3.5% of EGI;=20
  • Capital reserves were underwritten = at $300=20 per unit;=20
  • Based on these assumptions, Standard = &=20 Poor's NCF variance was 0.0%;=20
  • A property value of $44.2 million = ($78,653=20 per unit) was derived by direct = capitalization=20 of NCF using a 9.00% overall = capitalization=20 rate; and=20
  • The quality score for this asset is = 3.25, a=20 lower-than-average score.

This loan exhibits the following = strength:

  • The subject's in-place occupancy is=20 consistent with the North Santa Ana = apartment=20 submarket vacancy rate of 2.4%. = Furthermore, no=20 new construction is expected until 2007. =

This loan exhibits the following = concern and=20 mitigating factor:

  • The property is of older vintage as = the=20 improvements were built in 1962 and last = renovated in 1994. Furthermore, the = property=20 lacks contemporary amenities such as=20 washer/dryer connections, dishwashers, = and=20 community swimming pools. However, the = property=20 has demonstrated consistent historical=20 performance and currently is 97.5% = occupied.=20 =

Credit=20 Evaluation

The following tables provide further analysis = of the=20 cash flow and valuation of the various property = types,=20 the top 10 loan characteristics, and Standard = &=20 Poor's DSC and LTV stratification ranges.

Cash=20 Flow Analysis and Valuation =
Property type =   Percentage of pool =   DSCR=20 (x)   Percentage NCF difference*=20   Capitalization rate (%)=20   Beginning LTV (%) =   End=20 LTV (%)   Value per unit/sq. ft. ($)=20  
Multifamily 22.32=20 1.30=20 0.41=20 8.92=20 101.1=20 89.9=20 60,755=20
Retail 29.16=20 1.63=20 3.61=20 9.12=20 91.1=20 79.1=20 156=20
Office 43.86=20 1.72=20 3.52=20 9.10=20 77.3=20 68.7=20 187=20
Hotel 1.67=20 1.58=20 4.91=20 12.50=20 87.6=20 68.3=20 294,739=20
Mobile home park 0.92=20 1.27=20 1.15=20 8.75=20 99.5=20 88.1=20 48,985=20
Warehouse 0.37=20 1.17=20 7.88=20 9.25=20 99.1=20 77.8=20 32=20
Mixed 1.36=20 1.45=20 2.42=20 10.00=20 97.7=20 84.0=20 151=20
Movie theatre 0.36=20 1.64=20 7.53=20 11.75=20 76.5=20 52.4=20 155=20
Total 100.00=20 1.59=20 2.87=20 9.14=20 87.4=20 76.8=20  
*Difference between Standard = & Poor's=20 estimated net cash flow and underwriter's=20 estimated net cash flow as a percentage of = underwriter's estimated net cash flow. = DSCR=E2=80=94Debt=20 service coverage ratio. NCF=E2=80=94Net = cash flow.=20 LTV=E2=80=94Loan-to-value. =

Top=20 10 Loans
Property name =   Property type =   % of=20 pool   DSCR=20 (x)   %=20 NCF diff.*   Cap=20 rate (%)   Beg.=20 LTV (%)   End.=20 LTV (%)   Value per unit/sq. ft. ($)=20  
11 Madison Avenue Office - CBD 11.1=20 1.51=20 0.0=C2=B6=20 8.00=20 70.36=20 65.18=20 271=20
Phillips Point Office Building = Office - CBD 8.1=20 1.31=20 0.77=20 9.25=20 95.33=20 84.96=20 261=20
Starrett =E2=80=93 Lehigh = Building Office - CBD 7.8=20 2.00=20 3.88=20 9.75=20 56.93=20 47.65=20 121=20
IBM Center Office - suburban 6.2=20 1.72=20 9.18=20 9.50=20 78.03=20 68.72=20 131=20
North Riverside Park Mall = Retail - regional mall = 6.2=20 2.04=20 1.89=20 8.25=20 76.45=20 76.45=20 238=20
520 Eighth Avenue Office - CBD 3.8=20 3.23=20 12.04=20 9.25=20 59.61=20 59.61=20 111=20
Villa Del Sol Apartments = Multifamily - conventional = 3.5=20 1.26=20 0.00=20 9.00=20 101.8=20 89.66=20 78,653=20
Pine Trail Square Retail - anchored 2.4=20 1.19=20 18.30=20 9.50=20 114.29=20 96.23=20 99=20
Pacific Center Office - CBD 2.1=20 1.40=20 2.48=20 9.50=20 93.25=20 89.54=20 73=20
Bal Harbour Square Retail - anchored 2.1=20 1.25=20 0.99=20 9.50=20 108.53=20 91.33=20 183=20
Weighted average   53.3=20 1.71=20 3.78=20 8.99=20 79.49=20 71.97=20  
*Difference between Standard = & Poor's=20 estimated net cash flow and underwriter's=20 estimated net cash flow as a percentage of = underwriter's estimated net cash flow. = =C2=B6This loan=20 was analyzed using a bifurcated approach. = The=20 adjusted Standard & Poor's value was = derived=20 using Standard & Poor's credit-tenant = model.=20 The NCF that was capitalized to derive the = property value did not have a variance = with=20 respect to the banker's NCF. The DSCR of = 1.51x was=20 calculated based on the as-is property = NCF, which=20 reflects the current real estate economics = of the=20 property. The as-is NCF used for this = approach had=20 a 2.59% variance when compared with that=20 underwritten by the banker. = DSCR=E2=80=94Debt service=20 coverage ratio. NCF=E2=80=94Net cash flow. = LTV=E2=80=94Loan-to-value. =

Standard & Poor's DSCR = Range=20
DSCR=20 range (x)   No.=20 of loans   Loan=20 balance ($)   % of=20 pool  
>1.65 14=20 388,541,277 30.1=20
1.55 to 1.65 3=20 16,324,671 1.3=20
1.50 to 1.54 3=20 160,551,324 12.4=20
1.45 to 1.49 4=20 12,123,052 0.9=20
1.40 to 1.44 10=20 72,918,721 5.7=20
1.35 to 1.39 6=20 32,397,601 2.5=20
1.30 to 1.34 11=20 210,416,460 16.3=20
1.25 to 1.29 14=20 161,687,733 12.5=20
1.20 to 1.24 15=20 130,302,457 10.1=20
1.15 to 1.19 8=20 87,769,407 6.8=20
1.10 to 1.14 2=20 17,066,866 1.3=20
Total 90=20 1,290,099,569 100.0=20
DSCR=E2=80=94Debt service = coverage ratio.=20

Standard & Poor's = Beginning LTV=20 Ratios
Beginning LTV range (%)=20   No.=20 of loans   Loan=20 balance ($)   % of=20 pool  
<50 3=20 11,580,589 0.9=20
50 to 60 3=20 149,450,558 11.6=20
61 to 70 2=20 6,559,631 0.5=20
71 to 75 3=20 172,983,583 13.4=20
76 to 80 5=20 179,651,211 13.9=20
81 to 85 9=20 38,821,851 3.0=20
86 to 90 7=20 32,659,473 2.5=20
91 to 95 11=20 80,305,923 6.2=20
96 to 100 15=20 248,563,380 19.3=20
>100 32=20 369,523,370 28.6=20
Total 90=20 1,290,099,569 100.0=20
LTV=E2=80=94Loan-to-value.=20

Standard & Poor's Ending = LTV Ratios=20
Ending LTV range (%)=20   No.=20 of loans   Loan=20 balance ($)   % of=20 pool  
Fully amortizing loans = 6=20 14,598,086 1.1=20
0 to 50 3=20 111,300,000 8.6=20
51 to 60 4=20 64,576,800 5.0=20
61 to 70 7=20 258,371,856 20.0=20
71 to 75 10=20 63,330,862 4.9=20
76 to 80 11=20 123,123,576 9.5=20
81 to 85 15=20 226,932,481 17.6=20
86 to 90 9=20 133,774,231 10.4=20
91 to 95 12=20 134,661,973 10.4=20
96 to 100 8=20 120,330,568 9.3=20
>100 5=20 39,096,138 3.0=20
Total 90=20 1,290,099,569 100.0=20
LTV=E2=80=94Loan-to-value.=20


Analyst E-mail = Addresses

miguel_rivera@standardandpoors.com

craig_brundage@standardandpoors.com =

david_mei@standardandpoors.com

Surveillance Contact:=20 christian_degenhardt@standardandpoors.com=20 =

=20
Regulatory=20 Disclosures Privacy=20 Notice Terms=20 of Use Disclaimers=20 Site=20 Map Site=20 Feedback
Copyright = (c)=20 Standard & Poor's, a division of The McGraw-Hill Companies, = Inc. All=20 rights reserved.=20
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