Presale: Wachovia Bank Commercial Mortgage Trust = 2004-C11

From: Subject: Presale: Wachovia Bank Commercial Mortgage Trust 2004-C11 Date: Tue, 20 Apr 2004 18:46:03 -0700 MIME-Version: 1.0 Content-Type: multipart/related; boundary="----=_NextPart_000_0000_01C42707.BB205850"; 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_01C42707.BB205850 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=1081531172965&s=&ig=&b=2&dct=19&r=1&l=EN =EF=BB=BF Presale: Wachovia Bank Commercial Mortgage Trust = 2004-C11

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Presale:=20 Wachovia Bank Commercial Mortgage Trust=20 2004-C11

Analyst:

Aeron Green,=20 New York (1) 212-438-1815; Miguel Rivera, New = York (1)=20 212-438-0107; Ronal Bhagat, New York (1) = 212-438-2206=20

Publication date: 13-Apr-04, = 17:15:34=20 EST

Reprinted from RatingsDirect=20

Quick=20 = Links

$= 1.04=20 Billion Commercial Mortgage Pass-Through = Certificates Series=20 = 2004-C11

= Profile

= Rationale

= Pool=20 = Characteristics

= Top=20 Seven=20 = Loans

Credit=20 = Evaluation

$1.04=20 Billion Commercial Mortgage Pass-Through Certificates = Series=20 2004-C11

This presale report is based on information = as of=20 April 13, 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 = April 13, 2004=20

Class Preliminary rating* = Preliminary amount ($)=20 Recommended credit support (%) =

A-1 AAA 67,000,000 15.250=20

A-2 AAA 59,200,000 15.250=20

A-3 AAA 87,715,000 15.250=20

A-4 AAA 52,829,000 15.250=20

A-5 AAA 454,900,000 15.250=20

B AA 28,641,000 12.500=20

C AA- 13,018,000 11.250=20

D A 23,434,000 9.000=20

E A- 11,717,000 7.875=20

A1-A AAA 161,017,000 15.250=20

F BBB+ 14,320,000 6.500=20

G BBB 13,019,000 5.250=20

H BBB- 10,415,000 4.250=20

J BB+ 16,924,000 2.625=20

K BB 5,207,000 2.125=20

L BB- 2,604,000 1.875=20

M B+ 2,604,000 1.625=20

N B 2,603,000 1.375=20

O B- 2,604,000 1.125=20

P N.R. 11,717,309 0.000=20

X-P=C2=B6 AAA 1,010,357,000=C2=A7 N/A=20

X-C=C2=B6 AAA 1,041,488,309=C2=A7 N/A=20

*The=20 rating of each class of securities is = preliminary=20 and subject to change at any time. = =C2=B6Interest-only=20 class. =C2=A7Notional amount. = N/A=E2=80=94Not applicable.=20 =

Profile

Expected closing date: April 30, 2004.

Collateral: 52 loans secured by 86 = properties.

Underwriters: Wachovia Capital Markets LLC, = Citigroup=20 Global Markets Inc., J.P. Morgan Securities = Inc., and=20 Goldman, Sachs & Co.

Sellers: Wachovia Bank N.A., Artesia Mortgage = Capital=20 Corp., Eurohypo AG, New York Branch, and = Citigroup=20 Global Markets Realty Corp.

Master servicer: Wachovia Bank N.A. (the 11 = Madison=20 Avenue loan, the Starrett-Lehigh Building loan, = and=20 their related companion loans will be serviced = under the=20 pooling and servicing agreement entered into in=20 connection with the issuance of the Wachovia = Bank=20 Commercial Mortgage Trust commercial mortgage=20 pass-through certificates series 2004-C10).

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

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 $1.04 billion = commercial=20 mortgage pass-through certificates series = 2004-C11=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, A5, B, C, D, and E = are=20 currently being offered publicly. Standard & = Poor's=20 Ratings Services' analysis determined that, on a = weighted average basis, the pool has a debt = service=20 coverage (DSC) of 1.54x, a beginning = loan-to-value (LTV)=20 of 83.9%, and an ending LTV of 70.9%. Unless = otherwise=20 indicated, all calculations in this report, = including=20 weighted averages, include only the A notes of = the five=20 A/B loans: Brass Mill Center & Commons, Four = Seasons=20 Town Centre, 11 Madison Avenue, Starrett-Lehigh=20 Building, and Deep Deuce at Bricktown. =

Strengths

The transaction exhibits the following=20 strengths:

Six of the top 10 loans and two = additional=20 loans not included in the top 10 (48.9% = of the=20 pool balance) have characteristics = consistent=20 with obligations rated investment-grade = by=20 Standard & Poor's: Brass Mill Center = &=20 Commons ('BBB+', 12.5% of the pool = balance);=20 Four Seasons Towne Centre ('BBB-', = 9.4%); 11=20 Madison Avenue ('BBB', 9.2%); = Starrett-Lehigh=20 Building ('AAA', 5.8%); Westland Mall = ('BBB+',=20 5.6%); Bay City Mall ('BBB-', 2.5%); = Home Depot=20 ('BBB-', 2.1%); and University Mall = ('AAA',=20 1.9%);=20
Relatively stable property types = make up=20 21.0% of the pool balance: multifamily = (12.0%);=20 mobile home park (6.6%); industrial = (1.3%); and=20 student housing (1.1%);=20
Fifty-one loans (99.53% of the pool=20 balance), collateralized by 82 = properties, have=20 borrowing entities that are structured = as=20 special-purpose entities (SPEs). = Additionally,=20 17 of these loans (73.43% of the pool) = have=20 borrowers with nonconsolidation = opinions, 12=20 loans (63.83% of the pool) have = independent=20 directors, and 11 loans (61.66% 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 nine 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 = 77.68%,=20 compared with 83.9% for the pool, and a = weighted=20 average ending LTV of 65.11%, compared = with=20 70.9% for the pool; and=20
The weighted average quality score = for the=20 assets securing mortgages in the pool is = 2.81,=20 an above-average score on Standard & = Poor's=20 scale of 1 (highest) to 5 (lowest).=20 =

Concerns and Mitigating = Factors

This transaction exhibits the following = concerns and mitigating factors:

The pool exhibits geographic = concentration,=20 with 67.7% of the mortgaged properties=20 concentrated in five states. The largest = concentrations are in Florida (16.5% of = the pool=20 balance); New York (16.2%); Connecticut = (12.9%);=20 California (12.5%); and North Carolina = (9.6%).=20 The remaining assets are dispersed = throughout 22=20 states, with no other state = concentration=20 exceeding 5.0% of the pool balance;=20
The pool exhibits loan = concentration, as the=20 top 10 loans represent 60.9% of the pool = balance, while the single largest loan = exposure=20 represents 12.48% of the pool balance. = However,=20 the economics of the top 10 loans are = better=20 than those of the overall pool, and six = of the=20 top 10 loans (44.96% of the pool = balance) have=20 characteristics consistent with = obligations=20 rated investment-grade by Standard & = Poor's.=20 Additionally, one of the top 10 loans = (3.46% of=20 the pool balance) is secured by a = portfolio of=20 eight properties, diversifying the = geographic=20 risk associated with that loan. = Furthermore,=20 nine (58.48% of the pool balance) of the = top 10=20 loans are structured with = bankruptcy-remote SPE=20 borrowers that have both a = nonconsolidation=20 opinion and an independent director; and =
The pool has a concentration in = retail=20 properties (47.7% of the pool balance).=20 Mitigating this concern, five of these = loans=20 (31.92%) have characteristics consistent = with=20 obligations rated investment-grade by = Standard=20 & Poor's: University Mall ('AAA', = 1.89% of=20 the pool balance); Brass Mill Center = &=20 Commons ('BBB+', 12.48%); Westland Mall = ('BBB+',=20 5.65%); Four Season's Town Center = ('BBB-',=20 9.40%); and Bay City Mall ('BBB-', = 2.50%). In=20 addition, five loans (31.92% of the pool = balance) are collateralized by shopping = malls,=20 which represent the most stable segment = in the=20 retail sector. The capital structure for = each of=20 the aforementioned loans takes into = account=20 property type, and the credit support = levels for=20 the pool considers asset-class = concentrations.=20 =

Pool=20 Characteristics

Transaction Structure =

The certificates issued by the trust = represent=20 the beneficial ownership interest in 47 = fixed-rate=20 whole loans, a pari-passu interest in the = senior=20 component of each of two fixed-rate loans = (14.94%=20 of the pool balance) that are structured = as A/B=20 loans, and the senior interest in three = fixed-rate=20 loans (23.63%), which are structured as = A/B loans.=20 The B notes related to the three A/B loans = will=20 not be assets of the trust.=20

Collateral = Description

The pool contains 52 conventional = fixed-rate=20 loans secured by liens on 86 properties. = By=20 property type, the pool has the following=20 composition: office (27.5% of the pool = balance);=20 retail (48.2%, with 47.4% of the pool = balance=20 being anchored retail and 0.8% of the pool = balance=20 being unanchored retail); multifamily = (12.0%);=20 mobile-home park (6.6%); mixed use (2.6%); = industrial (1.3%); student housing (1.1%); = and=20 self-storage (0.6%). The pool includes = five=20 multi-property portfolios (10.6% of the = pool).=20 Unless otherwise indicated, Standard & = Poor's=20 considered each portfolio to be one loan. = One of=20 these portfolios (2.39% of the pool) is = made up of=20 17 retail and office properties. Standard = &=20 Poor's property type allocation considers = this=20 portfolio as one loan secured by a = mixed-use=20 property.

Lockboxes are in place for 16 loans,=20 representing 65.26% of the total pool = balance.=20 Eight of those loans (31.36% of the pool = balance)=20 have hard lockboxes, four loans (25.10%) = have=20 springing lockboxes that are triggered = after=20 certain conditions are met, and four loans = (8.81%)=20 have soft cash management.

Monthly tax escrows have been = established for=20 37 loans (67.48% of the pool balance), = monthly=20 insurance premium escrows have been = established=20 for 35 loans (57.26%), and monthly capital = reserves have been established for 40 = loans=20 (63.53%).

Remediation of existing deferred = maintenance=20 items is necessary for 29 loans (53.62% of = the=20 pool balance). A reserve has been = established to=20 address the deferred maintenance costs = associated=20 with 18 of these loans (28.53% of the = pool).=20 Generally, the reserve established for = each loan=20 equals 110%-125% of the amount recommended = by the=20 engineering report. For the 10 loans for = which a=20 reserve was not established, the estimated = amount=20 of deferred maintenance amounted to a = maximum of=20 0.30% of the corresponding loan balance. = In=20 addition, an up-front environmental = remediation=20 reserve has been established for four = loans=20 (13.24% of the pool balance). Each of = these=20 reserves amounted to a maximum of 0.27% of = the=20 corresponding whole loan balances. = Generally, the=20 reserve established for each loan equals = 110%-125%=20 of the amount recommended by the = environmental=20 report(s).

Monthly leasing and/or up-front leasing = reserves have been established for four = loans=20 (8.10% of the pool balance), representing = office,=20 retail, and industrial properties.

Eight mortgages (representing 5.80% of = the pool=20 balance) are secured by properties leased = to=20 single tenants. Of these loans, eight = (5.80% of=20 the pool balance) have long-term leases = that=20 expire after the loan maturity, including = three=20 (3.37% of the pool balance) that are = leased to=20 investment-grade tenants: Home Depot = ('AA');=20 Walgreens ('A+'); and Best Buy ('BBB-'). = In=20 addition, two mortgages (2.4% of the pool = balance)=20 are secured by a total of 17 properties, = 13 of=20 which are leased to single tenants. Seven = of these=20 single-tenant properties are leased to=20 investment-grade tenants: Regions Bank = ('A+');=20 National Bank of Commerce ('A'); Citibank = ('AA');=20 AmSouth Bank ('A'); Sovereign Bank = ('BBB'); Fleet=20 Bank (N.R.); and Keystone Savings Bank = ('BBB').=20 =

Geographic = Diversity

The pool consists of properties located = in 27=20 states. The largest concentrations are in = Florida=20 (16.5% of the pool balance); New York = (16.2%);=20 Connecticut (12.9%); California (12.5%); = and North=20 Carolina (9.6%). The remaining assets are=20 dispersed throughout 22 states, with no = other=20 state concentration exceeding 5.0% of the = pool=20 balance. =

Loan Sellers

Wachovia Bank N.A. contributed 34 loans = (75.82%=20 of the pool balance), Artesia Mortgage = Capital=20 Corp. contributed 13 loans (8.65%), = Eurohypo AG=20 contributed two loans (8.15%), and = Citigroup=20 Global Markets Realty Corp. contributed = three=20 loans (7.38%).=20

Loan Origination = Dates

All of the mortgage loans in the pool = were=20 originated in the past 12 months.=20

Agreed-Upon = Procedures

Agreed-upon procedures were performed = for one=20 (representing 0.53% of the pool balance) = of the=20 loans in the pool.=20

Hyperamortizing Loans =

Twenty-eight loans (representing 48.05% = of the=20 pool balance) were structured as = hyperamortizing=20 loans. All of these loans are structured = with some=20 form of cash management.=20

Interest-Only = Loans

Three of the loans in the pool (5.03% = of the=20 balance) are interest-only loans. = Additionally,=20 the 11 Madison Avenue loan (9.17% of the = pool=20 balance) is interest only for the first = five years=20 of the 10-year term and the Westland Mall = loan=20 (5.65% of the balance) is interest only = for the=20 first three years of the seven-year term.=20 =

Collateral Quality

Based on Standard & Poor's = analysis, the=20 pool has a DSC of 1.54x on a = weighted-average=20 coupon of 5.38%. 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 in their respective markets.

On a weighted-average basis, Standard = &=20 Poor's adjusted the NCF of the portfolio = downward=20 by 2.5%. 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 83.9% = and the=20 ending LTV is 70.9%. The weighted-average=20 capitalization rate applied to Standard = &=20 Poor's NCF is 8.86%. Capitalization rates = are a=20 function of asset type, quality, tenancy, = position=20 in 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 = 2.81, an=20 above-average score on Standard & = Poor's scale=20 of 1 (highest) to 5 (lowest).=20

Properties

Standard & Poor's inspected assets=20 representing 70.6% of the total pool and=20 re-underwrote cash flows and derived asset = values=20 for assets representing 83.0% of the pool. = The=20 weighted average quality score for the = inspected=20 properties was 2.81, a slightly = above-average=20 score on Standard & Poor's scale of 1=20 (highest) to 5 (lowest).=20

Borrower = Concentrations

The largest sponsor is General Growth=20 Properties Inc. (GGP, 'BBB-'), the sponsor = of=20 three loans (24.38% of the pool): Four = Seasons=20 Town Center, Bay City Mall, and Brass Mill = Center=20 & Commons. The five largest sponsors = represent=20 52.37% of the pool balance and the 10 = largest=20 sponsors represent 69.86% of the pool = balance.=20 Nine of the top 10 loans (58.48% of the = pool=20 balance) have bankruptcy-remote SPE = borrowers with=20 both a nonconsolidation opinion and an = independent=20 director. The remaining top 10 loan (2.41% = of the=20 pool balance) has an SPE borrower with a=20 nonconsolidation opinion but no provision = for an=20 independent director.

The largest loan in the pool is the = Brass Mill=20 Center & Commons loan, representing = 12.48% of=20 the pool balance. The top five loans = represent=20 44.02% of the pool balance and the top 10 = loans=20 account for 60.89% of the overall pool = balance.=20 The economics of the top 10 loans are = better than=20 those of the overall pool. The top 10 = loans have a=20 weighted average beginning LTV of 77.68% = and a=20 weighted average ending LTV of 65.11%. In=20 addition, six of the top 10 loans (44.96% = of the=20 pool balance) have characteristics = consistent with=20 obligations rated investment-grade by = Standard=20 & Poor's: Brass Mill Center & = Commons=20 ('BBB+', 12.5%); Four Seasons Towne Centre = ('BBB-', 9.4%); 11 Madison Avenue ('BBB', = 9.2%);=20 Starrett-Lehigh Building ('AAA', 5.8%); = Westland=20 Mall ('BBB+', 5.6%); and Bay City Mall = ('BBB-',=20 2.5%). One of the top 10 loans (3.46% of = the pool=20 balance) is secured by a portfolio of = eight=20 properties. =

Bankruptcy Issues

One of the loans (representing 0.08% of = the=20 pool) was made to borrowers with members = or=20 affiliates that have previously filed for=20 bankruptcy in the 10-year period preceding = April=20 2004. The borrower of this loan is = structured as=20 an SPE; however, the SPE lacks both a=20 nonconsolidation opinion and an = independent=20 director. Additionally, this loan has no = cash=20 management features.=20

Leasehold = Interests

One loan (1.89% of the pool balance) is = secured=20 by a mortgage lien on the borrower's = leasehold=20 interest pursuant to a ground lease. Such = ground=20 lease affords the lender notice and cure = rights,=20 and it has an ultimate term that extends = 19 years=20 beyond the loan maturity.=20

Additional = Indebtedness

One conduit loan, the Deep Deuce at = Bricktown=20 loan (1.75% of the pool balance), is = structured=20 with a subordinate B note. This B note was = privately placed with a third-party = investor and=20 is not an asset of the trust. It should be = noted=20 that Standard & Poor's believes the = relative=20 rights in a bankruptcy are more favorable = when an=20 A/B loan is structured as a participation = rather=20 than with separate notes.

Two conduit loans, representing 3.87% = of the=20 pool, have existing mezzanine debt for = which the=20 equity interest in the related mezzanine = borrower=20 has been pledged. Both loans are subject = to either=20 subordination and standstill agreements or = an=20 intercreditor agreement.

Three loans, representing 4.30% of the = pool,=20 permit the related borrower to obtain = future=20 secondary secured debt. In all three cases = subordination and standstill agreements or = an=20 intercreditor agreement is required. In = addition,=20 any future secondary debt is subject to = lender=20 consent and/or DSC and LTV tests.

Three loans, representing 12.11% 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 three 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.

All additional debt was taken into = account by=20 Standard & Poor's when determining=20 subordination levels.=20

A/B Loans: Brass Mill = Center &=20 Commons Loan and Four Seasons Town Centre = Loan

The largest loan in the pool, the Brass = Mill=20 Center & Commons loan, has a = whole-loan=20 balance of $140.0 million. The whole loan = has been=20 split into an A note of $130.0 million = (12.5% of=20 the pool balance) with credit = characteristics=20 consistent with investment-grade = obligations rated=20 'BBB+', which will be contributed to the = trust,=20 and a nonpooled B note of $10.0 million, = which=20 will be held outside of the trust. The = 10-year=20 loan amortizes on a 25-year schedule at an = interest rate of 4.55% until the maturity = date in=20 April 2014.

The second-largest loan in the pool, = the Four=20 Seasons Towne Centre loan, has a whole = loan=20 balance of $112.0 million. The whole loan = has been=20 split into an A note of $98.0 million = (9.4% of the=20 pool balance) with credit characteristics=20 consistent with investment-grade = obligations rated=20 'BBB-', which will be contributed to the = trust,=20 and a nonpooled B note of $14.0 million, = which=20 will be held outside of the trust. The = 10-year,=20 fixed-rate loan, at an interest rate of = 5.60%,=20 amortizes on a 25-year schedule and = matures in=20 December 2013.

Prior to an event of default, with = respect to=20 both Brass Mill Center & Commons and = Four=20 Seasons Town Centre, payments and proceeds = of=20 accrued and unpaid interest will be paid = to the A=20 note, followed by scheduled payments of = principal=20 to the A note, then proceeds of accrued = and unpaid=20 interest to the subordinate B note, = followed by=20 scheduled payments of principal to the = subordinate=20 B note.

Following an event of a default, with = respect=20 to both Brass Mill Center & Commons = and Four=20 Seasons Town Centre, the A note will = receive all=20 accrued and unpaid interest. Then, the A = note will=20 receive all payments of principal until = the=20 principal balance has been reduced to = zero. The=20 subordinate B note will then receive all = accrued=20 and unpaid interest. Finally, the = subordinate B=20 note will receive all payments of = principal until=20 the principal balance has been reduced to = zero.=20

It should be noted that Standard & = Poor's=20 believes the relative rights in a = bankruptcy are=20 more favorable when an A/B loan is = structured as a=20 participation rather than with separate = notes.=20 Currently, the master and special servicer = of this=20 trust will service the both the A notes = and B=20 notes for both Brass Mill Center & = Commons and=20 Four Seasons Town Centre. In addition, the = B=20 noteholders are entitled to appoint an = operating=20 advisor. Under certain circumstances, the = master=20 servicer or special servicer is obligated = to=20 consult with (and in some cases obtain the = approval of) the operating advisor for = certain=20 servicing actions. These actions include=20 significant servicing duties, such as loan = modifications, the enforcement of=20 legal/foreclosure actions, the sale of = assets=20 acquired through foreclosure, compliance = with=20 environmental laws, and the substitution = or=20 release of collateral. Notwithstanding any = consent=20 rights the operating advisor may have, any = action=20 taken by the master servicer or special = servicer=20 must be in accordance with the respective=20 servicing standard, which includes the=20 maximization of the net present value of = the=20 mortgage loans.

These A/B loans are subject to an = intercreditor=20 agreement, which generally conforms to = Standard=20 & Poor's criteria. The A/B loan = structure was=20 factored into the sizing of the capital = structures=20 of the loans and subordination levels for = the=20 transaction. =

A/B Loans: 11 Madison = Avenue=20 Loan

The third-largest loan in the pool, the = 11=20 Madison Avenue loan, has a whole-loan = balance of=20 $515 million. The whole loan consists of a = $430=20 million A note, with credit = characteristics=20 consistent with investment-grade = obligations rated=20 'BBB', which has been divided into four = pari-passu=20 pieces. The first piece, a $143.3 million = A1 note,=20 was contributed to the Wachovia Bank = Commercial=20 Mortgage Trust 2004-C10 transaction. The = second,=20 an A2 note sized at $95.6 million, has = been=20 contributed to this trust and represents = 9.2% of=20 the pool balance. The third and fourth = pieces are=20 the A3 and A4 notes, each sized at $95.6 = million=20 and expected to be contributed to = different future=20 transactions. In addition to the = pari-passu A=20 notes, the mortgage is also evidenced by = three=20 subordinate loans: a $10.0 million B note, = a $37.5=20 million C note, and a $37.5 million D = note. The=20 subordinated notes are not assets of the = trust.=20 The servicer for the Wachovia Bank = Commercial=20 Mortgage Trust 2004-C10 transaction is = responsible=20 for servicing the whole loan and making = principal=20 and interest advances with respect to the = A1, A2,=20 A3, and A4 pari-passu A notes of the 11 = Madison=20 Avenue loan. The servicers, on behalf of = Wachovia=20 Bank Commercial Mortgage Trust 2004-C10 = trust,=20 will not be responsible for making = principal and=20 interest advances with respect to the = subordinated=20 notes.

Prior to an event of default, payments = and=20 proceeds of accrued and unpaid interest = will be=20 paid pro rata to the A1, A2, A3, and A4 = notes,=20 followed by scheduled payments of = principal to the=20 A1, A2, A3, and A4 notes. Accrued and = unpaid=20 interest will then 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=20 notes will receive pro rata payments of = principal=20 until the principal balance has been = reduced to=20 zero. The subordinate loans will then = receive=20 accrued and unpaid interest, in order of=20 seniority, until the principal balance has = been=20 reduced to zero. Finally, the subordinate = loans,=20 in order of seniority, will receive = payments of=20 principal until the principal balances of = the=20 subordinated loans have been reduced to = zero.=20 =

A/B Loans: = Starrett-Lehigh Building=20 Loan

The fifth-largest loan in the pool, the = Starrett-Lehigh Building loan, has a trust = balance=20 of $60.0 million (5.8% of the pool) and a=20 whole-loan balance of $184.0 million. The = total A=20 note amount equals $160.0 million and = displays=20 credit characteristics consistent with=20 investment-grade obligations rated 'AAA'. = The A=20 note is split into two pari-passu = components: a=20 $100.0 million A-1 note, which was = contributed to=20 the Wachovia Bank Commercial Mortgage = Trust=20 2004-C10 transaction, and a $60.0 million = A-2 note=20 to be included in this transaction. In = addition to=20 the A notes, the property is encumbered by = a $24.0=20 million subordinate B note, which was also = contributed to the Wachovia Bank = Commercial=20 Mortgage Trust 2004-C10 transaction. In = addition=20 to the A and B notes, the loan has = outstanding=20 mezzanine debt totaling $40 million. The=20 servicers, on behalf of the trust, are = responsible=20 for servicing the whole loan and making = principal=20 and interest advances with respect to both = the A1=20 and A2 notes. In addition, they are = responsible=20 for making interest advances with respect = to the B=20 note.

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

Appraisal Reports

Appraisal reports, in conformance with = USPAP=20 and FIRREA, were prepared for all of the = loans.=20 All such reports were conducted in the = past year.=20 =

Environmental = Review

Phase I environmental studies were = conducted=20 for assets representing 100% of the pool = balance.=20 A phase II assessment was recommended for = two=20 properties related to loans representing = 3.75% of=20 the pool balance. For one property, which = is part=20 of an eight-property portfolio that = secures one=20 loan (3.46% of the pool balance), the = consultant=20 concluded that a soil-gas survey should be = conducted in connection with three = underground=20 storage tanks (USTs) that were formerly = removed=20 from the property. The cost of the survey = was=20 estimated at $20,000. In addition, the = cost of=20 cleanup was estimated at a maximum of = $30,000. An=20 up-front escrow reserve of $62,500 has = been=20 established. For a second property, which = secures=20 0.29% of the pool balance, a phase II = assessment=20 was conducted to address the possible = subsurface=20 contamination in connection with the = presence of=20 an onsite dry cleaner. The assessment = concluded=20 that there was no evidence of = contamination from=20 past or current activities at the dry = cleaner.=20

In addition, a phase II assessment that = had=20 previously been conducted for the = Starrett-Lehigh=20 building recommended the recovery of = free-phase=20 petroleum product present on the surface = of the=20 water table in the vicinity of the = property's=20 petroleum bulk storage system. A petroleum = contamination corrective action plan was = prepared=20 by EMTEQUE Corp. in October 2002 and = updated in=20 June 2003. EMTEQUE estimated the cost of = petroleum=20 recovery at $450,000. An up-front reserve = of=20 $500,000 was established to cover this = cost.

Furthermore, the Brass Mill Center = &=20 Commons occupies the site of the former = Scovill=20 Manufacturing Co. and Century Brass. At = one time,=20 the site contained more than 2.0 million = sq. ft.=20 of industrial space in 63 buildings. After = Century=20 Brass closed in the 1980s, the Naugatuck = Valley=20 Development Commission, in partnership = with the=20 City of Waterbury, Conn., the Connecticut=20 Department of Economic and Community = Development=20 and Environmental Protection, and the U.S. = Department of Defense, planned and funded = the=20 environmental remediation and clearance of = the=20 site for GGP to purchase and develop the = site for=20 retail use. After site remediation was = completed=20 in 1996, however, groundwater = contamination in the=20 form of polychlorinated biphenyls (PCBs) = was=20 found. In addition, persistent levels of = liquid=20 nonaqueous phase liquid (LNAPL) that = require=20 remediation were detected.

Under the terms of the development = agreement,=20 the City of Waterbury is obligated to pay = for the=20 remediation of the aforementioned = contamination.=20 The city has recently allocated $350,000 = to Brass=20 Center Ltd., a limited liability = corporation=20 created to manage the remediation of the = site, for=20 that purpose. The funding will be used to = remedy=20 the localized area of contaminated soil = containing=20 PCBs and the two LNAPL wells, and to = conduct an=20 additional two years of groundwater = monitoring.=20

Escrows totaling $643,938 have been = established=20 for four properties (13.24% of the pool = balance)=20 to address actions that were recommended = in the=20 environmental reports, such as the = establishment=20 of asbestos operations and maintenance = programs.=20 Standard & Poor's took all = environmental=20 issues into account in the subordination = levels.=20

Phase I reports for 51 loans, = representing=20 98.30% of the pool balance, were prepared = in the=20 12-month period before the cutoff date. = For the=20 remaining loan, which represents 1.70% of = the pool=20 balance, a phase I report was completed in = February 2003.=20

Structural Review

Independent, licensed engineers = prepared=20 engineering reports for all 86 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 29 loans, representing 67.85% of = the=20 total pool balance, were identified as = needing=20 immediate repairs, and escrows totaling = $3,965,171=20 were established at closing to remedy = these items.=20 Generally, the loan sellers' requirements = for=20 up-front, deferred maintenance reserves = are=20 100%-125% of the recommended amount = indicated in=20 the reports.

Engineering reports for all the loans = in the=20 pool were completed in the 12-month period = prior=20 to the cutoff date.=20

Seismic Review

Fourteen loans, representing 22.72% of = the pool=20 balance, are secured by properties located = in=20 seismic zones 3 or 4. One of these loans = is=20 collateralized by a portfolio of eight = properties,=20 of which only three are located in seismic = zones 3=20 or 4. Another one of these loans is = collateralized=20 by a portfolio of 17 properties, of which = only one=20 is located in seismic zones 3 or 4. = Seismic=20 studies were completed for all properties = in=20 seismic zones 3 or 4. Of the properties = for which=20 seismic studies were conducted, only one = (0.29% of=20 the pool) was determined to have a = probable=20 maximum loss (PML) in excess of 20%. = Earthquake=20 insurance was obtained for this property.=20 Earthquake insurance was also obtained for = the two=20 aforementioned eight-property portfolios, = even=20 though none of the component properties = had a PML=20 above 20%. =

Hurricane and Flood = Review

There are 33 loans (78.95% of the pool = balance)=20 collateralized by properties that have = wind damage=20 insurance. Flood insurance has been = provided for=20 properties securing 17 of those loans = (53.77%).=20 =

Top=20 Seven Loans

Brass Mill Center & = Commons=20

The largest loan in the pool, the Brass = Mill=20 Center & Commons loan, has a trust = balance of=20 $130.0 million and a whole loan balance of = $140.0=20 million. The whole loan has been split = into an A=20 note of $130.0 million (12.5% of the pool=20 balance), which represents the trust = balance and a=20 B note of $10.0 million, which will be = held=20 outside of the trust. The 10-year loan = amortizes=20 on a 25-year schedule and bears interest = at a rate=20 of 4.55% until the maturity date in April = 2014.=20

The loan is secured by a first mortgage = on the=20 leased fee interest in 667,154 sq. ft. of = a=20 986,545-sq. ft. regional mall (Brass Mill = Center)=20 and an adjacent 197,033-sq. ft. community = shopping=20 center (Brass Mill Commons) located in = Waterbury,=20 Conn., in the northwestern portion of the = New=20 Haven MSA. The mall and center were built = in 1997.=20 The mall is anchored by Filene's (a = subsidiary of=20 The May Department Stores Co., 'BBB+', = 161,744 sq.=20 ft.); Sears ('BBB', 157,647 sq. ft.); and = JC=20 Penney ('BB+', 125,247 sq. ft.). Filene's = and=20 Sears own their stores, which are not part = of the=20 collateral. The mall contains 330,908 sq. = ft. of=20 in-line retail space at 91.7% occupancy = and a=20 12-screen cinema with 70,447 sq. ft. = Notable=20 in-line tenants include H&M (N.R., = 27,389 sq.=20 ft., lease expiration Jan. 1, 2016); Old = Navy=20 ('BB+', 15,000 sq. ft., lease expiration = Jan. 1,=20 2010); FYE (N.R., 12,282 sq. ft., lease = expiration=20 Jan. 1, 2008); and The Gap ('BB+', 6,547 = sq. ft.,=20 lease expiration Jan. 1, 2010). Average = sales for=20 mall shop tenants of less than 10,000 sq. = ft. for=20 2003 were $351 per sq. ft., with occupancy = costs=20 of 15.04%. The theater had sales per = screen of=20 $392,000 in 2003. The tenancy of Brass = Mill=20 Commons includes Shaw's Supermarkets Inc. = (a=20 subsidiary of J Sainsbury PLC, 'A', 53,317 = sq.=20 ft.); Toys "R" Us Inc. ('BB', 48,000 sq. = ft.);=20 OfficeMax Inc. (a subsidiary of Boise = Cascade=20 Corp., 'BB', 29,188 sq. ft.); and Barnes = and Noble=20 Inc. ('BB', 22,000 sq. ft.). The tenants = in Brass=20 Mill Commons had average sales of $310 per = sq. ft.=20 in 2003 with occupancy costs of 6.29%. = Brass Mill=20 Commons is 100% occupied at an average = rent of=20 $14.88 per sq. ft.

The borrower, GGP-Brass Mill Inc., is a = bankruptcy-remote SPE with a = nonconsolidation=20 opinion and an independent director. The = borrower=20 is wholly owned by GGP/Homart Inc., which = is a=20 50/50 joint venture between GGP L.P., a = subsidiary=20 of GGP ('BBB-'), and the New York State = Common=20 Retirement Fund (NYSCRF). GGP is the=20 second-largest owner and operator of = regional=20 malls and the largest third-party retail = manager=20 in the country. GGP had a total market=20 capitalization of approximately $7.0 = billion as of=20 April 5, 2004. NYSCRF had total assets of = $115.7=20 billion as of Dec. 31, 2003. As of January = 2004,=20 GGP had ownership interests in or = management=20 responsibility for more than 170 regional = shopping=20 malls totaling more than 149.0 million sq. = ft. of=20 retail space. The property is self-managed = by the=20 borrower, which is an affiliate of GGP. = The loan=20 is structured with a soft lockbox for cash = 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 of Feb. 20, = 2004,=20 with vacant space grossed up at the = weighted=20 average in-place rents;=20
Common area maintenance, real estate = tax,=20 and insurance reimbursements were based = on=20 expected calculated collections for each = current=20 tenant;=20
A 5% vacancy was assumed for the = mall and=20 shopping center space and a 10% vacancy = was=20 assumed for the theater;=20
Operating expenses were based on = historical=20 levels, where available, and on actual = insurance=20 premiums and real estate taxes;=20
A management fee of 5.0% of = effective gross=20 income (EGI) minus reimbursements was = assumed=20 for Brass Mill Center, and a management = fee of=20 4.0% of EGI was assumed for Brass Mill = Commons;=20
TI allowances were estimated at = $3.00 per=20 sq. ft. for new space and $1.50 per sq. = ft. for=20 renewal space for anchor tenants; $10.00 = per sq.=20 ft. for new space and $5.00 per sq. ft. = for=20 renewal space for in-line tenants; and = $5.00 per=20 sq. ft. for new space and $2.50 per sq. = ft. for=20 renewal space for the Brass Mill Commons = and the=20 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, in-line, and shopping-center = tenants, and a 60.0% renewal probability = was=20 assumed for the theater tenant;=20
A lease term of 14.2 years was = assumed for=20 the anchor tenants, 11.3 years was = assumed for=20 in-line tenants, 20.3 years was assumed = for=20 Brass Mill Commons tenants, and 24.4 = years was=20 assumed for the theater tenant;=20
Replacement reserves were = underwritten at=20 $0.24 per sq. ft. of collateral gross = leasable=20 area (GLA) based on $0.25 per sq. ft. = for the=20 mall and $0.20 per sq. ft. for Brass = Mill=20 Commons;=20
Based on these assumptions, Standard = &=20 Poor's overall NCF variance for the = assets was=20 2.52%;=20
Standard & Poor's used a = capitalization=20 rate of 8.25% for the mall and 9.25% for = the=20 commons, which resulted in a overall = blended=20 capitalization rate of 8.43% to NCF, = yielding a=20 value of $180.9 million, which is $209 = per sq.=20 ft.; and=20
The quality score for this asset was = 2.75,=20 an above-average score.

This loan exhibits the following = strengths:=20

The A note trust balance of the loan = exhibits credit characteristics = consistent with=20 a 'BBB+' rated obligation;=20
The subject is situated off = Interstate 84,=20 which connects the City of Waterbury to = New York=20 City to the southwest and Hartford and=20 Massachusetts to the northeast. = Approximately=20 155,000 cars pass by Brass Mill each day = on=20 I-84; and=20
The mall benefits from strong = sponsorship=20 and management.

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

There is significant competition = within a=20 45-minute drive of the subject. The = nearest=20 mall, the Meriden Square Mall, located = 11 miles=20 east, is an older, smaller regional = mall. This=20 mall has four anchor spaces, including = three=20 retailers that are also represented at = the=20 subject mall. The fourth anchor space is = dark=20 and the mall is located in a = less-densely=20 populated area. Westfarms Mall, located = 18 miles=20 northeast in West Hartford, is larger = and=20 contains a more upscale tenant base. Due = to=20 distance and the tenant mix, this mall = is not=20 competitive with Brass Mill. There are = three=20 additional malls that are considered = secondary=20 competition due to distance and age. All = of this=20 competition existed before Brass Mill's=20 constructed in 1997, and the mall has = been able=20 to achieve and maintain high levels of = sales and=20 occupancy; and=20
With regard to the operating = covenant for JC=20 Penney, there is a provision in JC = Penney's=20 lease that allows it to go dark; = however, the=20 store has been in the mall since the = mall=20 opened, its lease expiration is Sept. 1, = 2017,=20 which is approximately three years past = the loan=20 maturity date, sales for the store are=20 satisfactory in comparison with other JC = Penney=20 stores, and its rent is considered to be = at the=20 low end of the market.=20 =

Four Seasons Towne = Centre

The second-largest loan in the pool, = the Four=20 Seasons Towne Centre loan, has a trust = balance of=20 $98.0 million and a whole-loan balance of = $112.0=20 million. The whole loan has been split = into an A=20 note of $98.0 million (9.4% of the pool = balance),=20 which represents the trust balance, and a = B note=20 of $14.0 million, which will be held = outside of=20 the trust. The 10-year, fixed-rate loan, = bears=20 interest at a rate of 5.60%, amortizes on = a=20 25-year schedule, and matures in December = 2013.=20

The loan is secured by a first mortgage = on the=20 leased fee interest in 928,410 sq. ft. of = a=20 1,140,457-sq. ft. super regional mall = located in=20 Greensboro, N.C. The center was built in = 1973,=20 expanded in 1988, and extensively = renovated in=20 1999 at a cost of $11 million ($11.85 per = sq.=20 ft.). The mall is anchored by JC Penney = ('BB+')=20 and Belk Stores and shadow-anchored by = Dillards=20 ('BB'), which owns its own store and is = not part=20 of the collateral. The mall contains = 498,441 sq.=20 ft. of in-line retail space. Average sales = for=20 mall shop tenants in 2003 were $323.52 per = sq.=20 ft., with occupancy costs of 10.1%. = Average sales=20 for the anchors, JC Penney and Belk, in = 2003 were=20 $85 per sq. ft. and $83 per sq. ft., = respectively.=20 Large in-line tenants at the subject = include Comp=20 USA (N.R., 3.0% net rentable area (NRA), = $8.00=20 rent per sq. ft., lease expiration June 1, = 2008);=20 The Limited ('BBB+', 1.8% NRA, $21.20 rent = per sq.=20 ft., lease expires Jan. 1, 2007); Express = ('BBB+',=20 1.4% NRA, $20.50 rent per sq. ft., lease = expires=20 Jan. 1, 2007); Eckerd ('BB+', 1.3% NRA, = $3.04 rent=20 per sq. ft., lease expires Oct. 1, 2004);=20 Abercrombie & Fitch (N.R., 1.1% NRA, = $21.00=20 rent per sq. ft., lease expires Jan. 1, = 2010); and=20 Victoria's Secret ('BBB+', 0.6% NRA, = $25.00 rent=20 per sq. ft.; lease expires Jan. 1, 2009).=20 Occupancy at the subject as of Feb. 10, = 2004, was=20 95.7%.

The borrower is structured as a=20 bankruptcy-remote SPE with an independent = director=20 and a nonconsolidation opinion. The = sponsor of the=20 borrower is GGP ('BBB-'). GGP is a = publicly traded=20 REIT, which, together with its predecessor = companies, has been in the shopping center = business for nearly 50 years. GGP is the=20 second-largest owner and operator of = regional=20 malls and the largest third-party manager = in the=20 country. GGP had a total market = capitalization of=20 nearly $7.0 billion as of April 5, 2004. = NYSCRF=20 had total assets of $115.7 billion as of = Dec. 31,=20 2003. As of January 2004, GGP had = ownership=20 interests in or management responsibility = for more=20 than 170 regional shopping malls totaling = more=20 than 149.0 million sq. ft of retail space. = GGP-Four Seasons LLC, an affiliate of the = sponsor,=20 manages the Four Seasons Town Centre. Cash = management is in the form of a springing = lockbox,=20 whereby tenants are required to pay rent = directly=20 into a segregated lockbox account under = the sole=20 control of the mortgagee, but only after = certain=20 trigger events occur.

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 of Feb. 10, = 2004,=20 with vacant space grossed up at the = weighted=20 average in-line rent;=20
Common-area maintenance, real estate = tax,=20 and insurance reimbursements were based = on=20 anticipated calculated collections for = each=20 current tenant;=20
Vacancy of 5% was assumed for both = the=20 anchor tenants and the mall shop = tenants, as=20 both JC Penney and Belk have near-term = lease=20 expirations;=20
Operating expenses were based on = historical=20 levels, where available, and based on = actual=20 real estate taxes;=20
A management fee of 5.0% of EGI = minus=20 reimbursements was assumed;=20
TI allowances were estimated $10.00 = per sq.=20 ft. for new space and $5.00 per sq. ft. = for=20 renewal space for in-line tenants and = $1.00 per=20 sq. ft. for new space and $0.50 per sq. = ft. for=20 renewal space for the anchor tenants;=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 both the anchor and in-line tenants; =
A lease term of 11.8 years was = assumed for=20 in-line tenants and 25.0 years was = assumed for=20 the anchor tenants;=20
Replacement reserves were = underwritten at=20 $0.25 per sq. ft. of collateral GLA;=20
Based on these assumptions, Standard = &=20 Poor's overall NCF variance for the = center was=20 0.30%;=20
Standard & Poor's applied a=20 capitalization rate of 8.50% to NCF, = yielding a=20 value of $131.6 million, which is $142.0 = per sq.=20 ft.; and=20
The quality score for this asset was = 2.75,=20 an above-average score.

This loan exhibits the following = strengths:=20

The A note trust balance of the loan = exhibits credit characteristics = consistent with=20 a 'BBB-' rated obligation;=20
Next to the mall is a 990-room = Sheraton Four=20 Seasons Hotel and the Koury Convention = Center,=20 both of which are a large draw for the = subject;=20
The subject, built in 1972, is in = good=20 overall condition and in 1999 underwent = a=20 comprehensive renovation at a cost of = $11=20 million, ($11.85 per sq. ft.); and=20
The mall benefits from strong = sponsorship=20 and management.

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

The two anchors, JC Penney and Belk=20 (totaling 46.3% of the collateral GLA), = have=20 leases that expire in 2009 and 2014,=20 respectively. However, JC Penney has = been in=20 occupancy since the mall's opening and = has nine=20 five-year renewal options. Belk has six=20 five-year renewal options, and in 2003 = Belk=20 spent more than $1 million ($4.72 per = sq. ft.)=20 to improve its store. At that time, Belk = extended its lease to 2014. In addition, = the=20 anchors have a low occupancy cost of = 2.82%=20 combined; and=20
The transfer provisions of the Four = Seasons=20 loan permit free transferability of the = limited=20 partnership interests of the borrower's = parent.=20 However, GGP, the general partner of the = borrower's parent, must remain as the = general=20 partner. This could allow for the = majority of=20 the indirect, economic interests in the = borrower=20 to be freely transferred to other = parties,=20 regardless of such parties' sponsorship = strength=20 or experience. However, GGP would remain = in=20 control as the general partner. GGP is a = strong=20 sponsor, with ownership interests in or=20 management responsibility for more than = 170=20 regional shopping malls totaling more = than 149.0=20 million sq. ft. of retail space.=20 =

11 Madison Avenue

The third-largest loan in the pool is = the 11=20 Madison Avenue loan, with a trust balance = of $95.6=20 million (9.2% of the pool balance) and a=20 whole-loan balance of $515 million. The = whole loan=20 consists of a $430 million A note, which = has been=20 divided into four pari-passu pieces. The = first=20 piece, a $143.3 million A1 note, was = contributed=20 to the Wachovia Bank Commercial Mortgage = Trust=20 2004-C10 transaction. The second piece, = A2, sized=20 at $95.6 million, has been contributed to = this=20 trust. The third and fourth pieces, the A3 = and A4=20 notes, are also each sized at $95.6 = million, and=20 are expected to be contributed to a future = transaction. In addition to the pari-passu = A=20 notes, the mortgage is also evidenced by = three=20 subordinate pieces: a $10.0 million B = note, a=20 $37.5 million C note, and a $37.5 million = D note,=20 which are not assets of the trust. The = 5.3043%=20 fixed-rate loan, which is scheduled to = mature Jan.=20 11, 2014, has a 10-year term and amortizes = on a=20 30-year schedule. The loan is secured by a = first=20 mortgage on 11 Madison Avenue, located on = Madison=20 Avenue between 24th and 25th Streets in = Manhattan,=20 N.Y. The property is a class A office = building=20 containing a total of 2,256,552 sq. ft. of = space.=20 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 and 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 Credit Suisse First Boston (CSFB, = 'A+'). CSFB=20 occupies 85.2% of the NRA and has leases = for 64.2%=20 of the NRA extending to 2017. CSFB began = occupying=20 11 Madison Avenue in 1995 and invested = $300=20 million ($133 per sq. ft.) in the = property. 11=20 Madison's tower space consists of CSFB = executive=20 suites, including the office of the CEO. = Other=20 prominent tenants included IBM ('A+', = 138,072 sq.=20 ft., sublet from Aon); Omnicom ('A-', = 95,557 sq.=20 ft.); 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 Corp., an owner of 4.0 million = sq. ft.=20 of New York properties. The property is = managed by=20 Cushman & Wakefield Inc. The loan has = 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 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 on=20 contractual obligations including = parking rental=20 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=20 $7.00-$10.00 per sq. ft. for new leases = and=20 $3.50-$5.00 per sq. ft. for renewal = leases in=20 the real estate analysis. The CSFB = space, leased=20 until 2017, was excluded from 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 11.0-20.0 years based on the = actual=20 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 an 8.00% overall = capitalization rate=20 to achieve a value of $611.2 million = $271 per=20 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, an=20 above-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 ('A+'), the major tenant. Any changes to = the=20 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 REIS=20 Reports Inc.'s 2003 fourth-quarter = submarket=20 report stated asking rents of $37.48;=20
The property has benefited from = extensive=20 renovation, as $700 million ($310 per = sq. ft.)=20 has been spent by former owner MetLife = and its=20 main tenant, CSFB, during the past nine = years;=20 and=20
The property benefits from a strong=20 sponsorship and experienced management. =

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

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

Bank of America Tower =

The fourth-largest loan in the pool is = the Bank=20 of America Tower loan, with a whole-loan = balance=20 of $75.0 million (7.2% of the pool). The = 6.16%=20 fixed-rate, hyperamortizing loan is = interest only=20 for the first two years, amortizes over 30 = years=20 thereafter, has an anticipated repayment = date of=20 April 11, 2014, and a final maturity date = of April=20 11, 2034. The loan is secured by a first = mortgage=20 on the Bank of America Tower located in = the CBD of=20 Jacksonville, Fla. The property consists = of a=20 42-story, class A office tower constructed = in=20 1990, which contains a total of 697,341 = sq. ft. of=20 space, including a five-story annex = building, an=20 attached 660-space parking garage, and a = separate=20 240-space parking structure located within = one=20 block of the office building.

The building is currently 79.6% = occupied by=20 tenants paying an average rent of $23.57 = per sq.=20 ft. Major tenants include Bank of America = ('A+',=20 188,032 sq. ft., 27.0% of NRA, lease = expires=20 2009); Holland & Knight (N.R., 50,209 = sq. ft.,=20 7.2% of NRA, lease expires 2013); McGuire = Woods=20 (N.R., 37,517 sq. ft., 5.4% of NRA, lease = expires=20 2012); Ackerman Senterfitt (N.R., 33,178 = sq. ft.,=20 4.8% of NRA, lease expires 2011); Rayonier = Inc.=20 ('BBB-', 32,609 sq. ft., 4.7% of NRA, = lease=20 expires 2007); and Merrill Lynch ('A+', = 32,101 sq.=20 ft., 4.6% of NRA, lease expires 2007). =

The sponsor of the bankruptcy-remote = SPE=20 borrower is Darryl Parmenter. Mr. = Parmenter is the=20 founder and president of Parmenter Realty=20 Partners, a privately held real estate = investment,=20 management, and development company. = Parmenter=20 Realty Partners is headquartered in Miami, = Fla.,=20 is actively involved in acquiring and = managing=20 real estate in major markets throughout = the=20 southeastern U.S., and currently owns and = manages=20 approximately 2.0 million sq. ft. of = commercial=20 office space. The subject property is = managed by=20 Parmenter Realty and Investment Co. 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

Gross potential rent (GPR) was based = on=20 leases in place;=20
Reimbursement income was based on = the=20 trailing-12-month (TTM) reimbursement = amount,=20 including parking income and other = income;=20
A vacancy allowance was not taken = against=20 in-place income, as the subject property = has a=20 slightly lower occupancy rate than that = of the=20 surrounding market;=20
Underwritten operating expenses were = based=20 on historical levels;=20
A management fee of 4.0% of EGI 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 blended 58.5% renewal probability = was=20 assumed based on the potential roll of = the Bank=20 of America space in 2009, with a 0% = renewal=20 probability allocated to two of the Bank = of=20 America floors for which Bank of America = does=20 not intend to renew, a 50% renewal = probability=20 for the remaining nine Bank of America = floors,=20 and a 65% renewal probability for the = remainder=20 of the building;=20
Capital reserves were assumed to be = $0.35=20 per sq. ft. and $50.00 per parking = space;=20
Based on these assumptions Standard = &=20 Poor's stabilized NCF variance was = 2.10%;=20
Standard & Poor's applied a=20 capitalization rate of 9.25% to NCF to = derive a=20 value of $87.7 million ($126 per sq. = ft.); and=20
The quality score for this asset was = 2.50,=20 an above-average score.

This loan exhibits the following = strengths:=20

The property benefits from a = prestigious=20 location in the downtown CBD of = Jacksonville,=20 Fla.;=20
The property has a strong and = diverse tenant=20 mix, with the largest tenant, Bank of = America=20 ('A+'), occupying 27.0 of the NRA; and=20
The property benefits from strong=20 sponsorship and management.

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

The Bank of America lease, = representing=20 27.0% of the NRA, rolls in July 2009, = within two=20 years of the loan maturity. Bank of = America=20 currently occupies nine of the 11 floors = that it=20 leases, with the remaining two floors = already=20 having been identified as space that it = does not=20 intend to renew in 2009. However, Bank = of=20 America is the largest consumer bank in = Florida,=20 with the leased Bank of America space=20 representing the consolidation of its = Florida=20 state headquarters, and the building = carries the=20 bank's name. The borrower escrowed $1.5 = million=20 ($7.98 per sq. ft.) at closing and will = continue=20 to make monthly deposits to this escrow = account=20 for a total of $2.66 million ($14.15 per = sq.=20 ft.) over the remaining five years of = the lease.=20 As of March 2009, the escrow account = will=20 contain $4.16 million ($22.12 per sq. = ft.) with=20 conditions for release being no event of = default, and after expiration or renewal = of the=20 lease with Bank of America on July 31, = 2009, the=20 property must have at least 80.0% = physical and=20 economic occupancy and a DSC of at least = 1.35x.=20 The $4.16 million escrow is = approximately 89.0%=20 of the total annual rent for Bank of = America.=20 =

Starrett-Lehigh = Building

The fifth-largest loan in the pool is = the=20 Starrett-Lehigh office building loan, with = a trust=20 balance of $60.0 million (5.8% of the = pool) and a=20 whole-loan balance of $184.0 million. The = total A=20 note amount equals $160.0 million and is = split=20 into two pari-passu components: a $100.0 = million=20 A-1 note, which was contributed to the = Wachovia=20 Bank Commercial Mortgage Trust 2004-C10=20 transaction, and a $60.0 million A-2 note = to be=20 included in this transaction. In addition = to the A=20 notes, the property is encumbered by a = $24.0=20 million subordinate B note, which was also = contributed to the Wachovia Bank = Commercial=20 Mortgage Trust 2004-C10 transaction. In = addition=20 to the A and B notes, the loan has = outstanding=20 mezzanine debt totaling $40.0 million. = This=20 hyperamortizing loan has an anticipated = repayment=20 date of February 2014, is structured with = a fixed=20 interest rate of 5.760%, is interest only = for the=20 first two years and amortizes on a 26-year = schedule thereafter, and has a final = maturity date=20 of Feb. 11, 2028.

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 and a 2,000-sq. ft. food = court on=20 the eighth floor. As of September 2003, = the=20 property was 74.3% occupied by more than = 100=20 tenants at an average rent of $21.76 per = sq. ft.=20 The 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 = Investigation=20 ('AAA', 5.1% of NRA, lease expires 2008). =

The borrower is a bankruptcy-remote SPE = with a=20 nonconsolidation opinion and an = independent=20 director. The sponsor of the borrower is = Mark=20 Karasick, who has been actively involved = in New=20 York real estate investment and ownership = for=20 nearly 25 years. During the past five = years, Mr.=20 Karasick has made property acquisitions = totaling=20 more than eight million sq. ft., with a = total=20 value in excess of $1.5 billion. The = property is=20 managed by an affiliate of the borrower. = The loan=20 is structured 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% of EGI was = assumed,=20 but a 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 3.88%;=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 below-average score.

This loan exhibits the following = strengths:=20

The trust balance exhibits credit=20 characteristics consistent with an '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 = New York=20 Harbor, the Hudson River, and the = Manhattan=20 skyline.

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

The property is only 74.3% occupied, = partially due to the telecommunications = industry=20 meltdown. However, telecom tenants have=20 generally been replaced by tenants of = higher=20 quality, including U.S. Customs ('AAA'). = In=20 addition, the lender has structured the = loan to=20 include a $7.0 million up-front TI/LC = reserve to=20 facilitate incremental lease-up of the = property.=20 Furthermore, the as-is cash flow = adequately=20 covers the debt service during this = transition=20 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 =

Westland Mall

The sixth-largest loan in the pool, the = Westland Mall loan, has a cutoff balance = of $58.8=20 million (5.6% of the pool). The seven-year = loan=20 provides for interest-only payments at an = interest=20 rate of 4.952% until February 2007 and = then=20 amortizes on a 30-year basis through the = final=20 maturity date of February 2011.

The loan is secured by a first mortgage = on the=20 fee interest in 231,239 sq. ft. of a = 835,057-sq.=20 ft. regional mall located in the Hialeah, = Fla., in=20 Miami-Dade County. The center was built in = 1971=20 and last renovated in 1989. The mall is = anchored=20 by Sears ('BBB', 199,032 sq. ft.); JC = Penney=20 ('BB+', 183,786 sq. ft.); and Burdines (a=20 subsidiary of Federated Stores, 'BBB+', = 221,000=20 sq. ft). All three anchors own their = stores, which=20 are not part of the collateral. The mall = contains=20 231,239 sq. ft. of in-line retail space. = Average=20 sales for mall shop tenants for the year = ended=20 2003 were $366 per sq. ft., with occupancy = costs=20 of 15%. The in-line space was 87.5% = occupied as of=20 December 2003; however, one tenant, = Picadilly=20 (N.R., 10,014 sq. ft.) has a lease = expiration of=20 June 2004 and was excluded from the = underwriting,=20 bringing occupancy to 81.91%. In-line = tenants=20 include Charlotte Russe (N.R., 6,177 sq. = ft,=20 $25.04 per sq. ft.); Victoria's Secret = ('BBB+',=20 6,000 sq. ft., $20.00 per sq. ft.); = Footlocker=20 ('BB+', 5,000 sq. ft., $37.50 per sq. = ft.);=20 Pacific Sunwear (N.R., 3,600 sq. ft., = $20.00 per=20 sq. ft.); Finish Line (N.R., 3,750 sq. = ft., $29.00=20 per sq. ft.); and Lenscrafters (N.R., = 3,470 sq.=20 ft., $17.00 per sq. ft.).

The borrower, Westland Mills LLC, is a=20 bankruptcy-remote SPE with a = nonconsolidation=20 opinion and an independent director. The = sponsor=20 of the borrower, a subsidiary of the The = Mills=20 Corp., is The Mills L.P., a Delaware = limited=20 partnership. The Mills Corp. is an = Arlington,=20 Va.-based real estate concern with = interests in=20 more than 32 million sq. ft. of retail and = mall=20 space. The property is managed by an = affiliate of=20 the sponsor. 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

Underwritten revenues were based on = leases=20 in place per the rent roll of Dec. 31, = 2003;=20
Common-area maintenance, real estate = tax,=20 and insurance reimbursements were based = on=20 tenants' contractual obligations and the = property's historical performance;=20
As current in-line occupancy, = excluding=20 tenant Picadilly, is 81.91%, no = additional=20 vacancy was assumed for the mall space;=20
Percentage rent and other income = were based=20 on historical performance;=20
Operating expenses were based on = historical=20 performance;=20
A management fee of 5.0% of EGI = minus=20 reimbursements was assumed;=20
TI allowances were estimated $12.00 = per sq.=20 ft. for new space and $6.00 per sq. ft. = for=20 renewal space;=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
A lease term of 11.5 years was = assumed;=20
Replacement reserves were = underwritten at=20 $0.25 per sq. ft. of collateral GLA;=20
Based on these assumptions, Standard = &=20 Poor's overall NCF variance for the = center was=20 1.77%;=20
Standard & Poor's applied a=20 capitalization rate of 8.25% to NCF, = yielding a=20 value of $84.7 million ($367 per sq. = ft.); and=20
The quality score for this asset was = 3.00,=20 an average score.

This loan exhibits the following = strengths:=20

The trust balance of the loan = exhibits=20 credit characteristics consistent with a = 'BBB+'=20 rated obligation; and=20
The mall benefits from strong = sponsorship=20 and management.

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

The subject is located in a = competitive=20 market, with five competing malls = located within=20 15 miles of the subject. Two of the = competing=20 malls rely more heavily on tourist = traffic, and=20 thus are considered secondary = competition. The=20 subject, however, has and continues to = display=20 consistent and competitive levels of = occupancy=20 and tenant sales in its market.=20 =

ARC Portfolio 10-1 =

The seventh-largest loan in the pool is = the ARC=20 Portfolio 10-1 loan, with a cutoff balance = of=20 $36.0 million (3.5% of the pool). The = 10-year,=20 fixed-rate loan bears interest at a rate = of 5.53%,=20 amortizes on a 30-year schedule, and is = scheduled=20 to mature in March 2014.

The loan is secured by the fee = interests in=20 eight mobile-home parks, which are=20 cross-collateralized and cross-defaulted = (see=20 following table).

ARC Portfolio 10-1 Mobile = Home Parks=20

Property name = Address = City, state = Year built = Occupancy (%) = Pads Allocated balance ($)=20

Siesta Lago 4750 Siesta Lago Drive = Kissimmee, Fla. 1972=20 93.27=20 490=20 10,434,702

Lakeview Estates 2600 North Hill Field Road = Layton, Utah 1971=20 96.17=20 209=20 5,186,840

Spring Valley Village = 36 Hopf Drive Nanuet, N.Y. 1964=20 100.00 135=20 4,881,732

Washington Mobile Estates = 1450 North Washington Boulevard = Ogden, Utah 1987=20 95.70=20 186=20 4,347,793

Breazeale 2458 North 9th Street = Laramie, Wyo. 1960=20 98.29=20 117=20 3,127,360

Havenwood 106 Havenwood Drive = Pompano Beach, Fla. = 1971=20 98.30=20 120=20 3,051,083

Connelly Village 331 James Street Connelly, N.Y. 1976=20 100.00 100=20 2,562,909

Lido Estates 2547 East Avenue I Lancaster, Calif. 1987=20 96.69=20 121=20 2,440,866

Total/weighted avg. = -- -- --=20 96.14=20 1,478=20 36,033,285=20

The improvements include a total of = 1,478 pads=20 that were constructed between 1960 and = 1987.=20 Typical amenities at each property include = a=20 leasing office, a clubhouse, a playground, = and in=20 southern locations, a pool. As of = September 2003,=20 the subject properties had a weighted = average=20 occupancy of 96.14%. The borrower is = structured as=20 a bankruptcy-remote SPE controlled by = Affordable=20 Residential Communities Inc. (ARC). ARC is = a=20 publicly held REIT that acquires, = redevelops,=20 repositions, and operates mobile-home = parks. In=20 February 2004, ARC completed an IPO and = acquired=20 90 mobile home parks from Hometown = America, making=20 ARC the largest mobile-home park operator = in the=20 U.S., with a portfolio of 301 communities = totaling=20 more than 66,600 pads located in 29 = states. The=20 property is managed by an affiliate of the = borrower. The loan is structured with soft = cash=20 management.

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

Underwritten rents were based on the = leases=20 in place with vacant pads grossed up the = weighted average in-place rents;=20
The higher of the actual or market = vacancy=20 rate was applied;=20
Management fees of 4.0%-5.0% of EGI = were=20 assumed;=20
Operating expenses were in line with = historical levels;=20
Capital reserves were estimated at = $75 per=20 pad;=20
Based on these assumptions, Standard = &=20 Poor's NCF variance was 1.33%;=20
Standard & Poor's applied = capitalization=20 rates ranging from 8.75%-9.25% to NCF = (resulting=20 in a blended capitalization rate of = 9.03%),=20 yielding a value of $37.5 million = ($25,381 per=20 pad); and=20
Quality scores for these assets = range from=20 3.00-3.50, resulting in a blended = portfolio=20 quality score of 3.33, a below-average = score.=20

This loan exhibits the following = strengths:=20

Mobile-home park is considered a = relatively=20 more stable asset class;=20
The collateral consists of eight=20 cross-collateralized and cross-defaulted = mobile=20 home parks located in five states; and=20
The properties benefit from strong=20 sponsorship and management.

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

Several properties are located in = rural=20 areas with limited growth potential. = However,=20 these rural area are generally stable = with=20 regard to occupancy and rental rate and, = overall, have few mobile-home parks; and =
The collateral consists of older = properties=20 that range from 17-44 years in age. In = spite of=20 their age, the properties are well = maintained=20 and continue to perform competitively, = as=20 evidenced by occupancy rates greater = than 93%.=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 = % of=20 pool DSC=20 (x) %=20 NCF difference* Capitalization rate (%)=20 Beginning LTV (%) = Ending LTV (%) = Value per unit/sq. ft. ($)=20

Multifamily 12.0=20 1.36=20 3.3=20 8.85=20 101.4=20 90.5=20 48,970=20

Retail - anchored 47.4=20 1.64=20 2.7=20 8.67=20 79.1=20 64.8=20 186=20

Office 27.5=20 1.56=20 1.4=20 8.98=20 78.1=20 68.9=20 170=20

Industrial 1.3=20 1.20=20 0.0=20 9.50=20 105.1=20 89.9=20 84=20

Mobile-home park 6.6=20 1.36=20 2.6=20 9.02=20 98.1=20 85.1=20 21,878=20

Self-storage 0.6=20 1.45=20 0.0=20 10.56=20 85.7=20 47.8=20 3,769=20

Mixed 2.6=20 1.27=20 4.8=20 9.75=20 92.2=20 65.9=20 133=20

Retail - unanchored 0.8=20 1.41=20 1.3=20 9.75=20 96.7=20 79.4=20 152=20

Student housing 1.1=20 1.02=20 14.4=20 8.75=20 104.3=20 80.8=20 183,014=20

Total 100.0=20 1.54=20 2.5=20 8.86=20 83.9=20 70.9=20 --=20

*Difference between Standard = & Poor's=20 estimated NCF and underwriter's estimated = NCF as a=20 percentage of underwriter's estimated NCF. = DSC=E2=80=94Debt service coverage ratio. = NCF=E2=80=94Net cash=20 flow. LTV=E2=80=94Loan-to-value ratio.=20

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

Brass Mill Center & Commons = Anchored retail 12.5=20 1.73=20 2.52=20 8.43=20 71.84=20 52.82=20 209=20

Four Seasons Town Centre = Anchored retail 9.4=20 1.53=20 0.30=20 8.50=20 74.36=20 57.46=20 142=20

11 Madison Avenue Office CBD 9.2=20 1.55=20 0.00=20 8.00=20 70.36=20 65.18=20 271=20

Bank of America Tower = Office CBD 7.2=20 1.48=20 2.10=20 9.25=20 85.44=20 76.00=20 126=20

Starrett-Lehigh Building = Office CBD 5.8=20 1.74=20 3.88=20 9.75=20 65.47=20 54.79=20 121=20

Westland Mall Anchored retail 5.6=20 1.86=20 1.77=20 8.25=20 69.36=20 65.12=20 367=20

ARC Portfolio 10-1 Mobile-home park 3.5=20 1.35=20 1.33=20 9.03=20 96.05=20 80.39=20 25,381=20

Amargosa Commons Shopping Center = Anchored retail 2.9=20 1.19=20 1.59=20 9.25=20 113.48=20 99.58=20 151=20

Bay City Mall=C2=B6 Anchored retail 2.5=20 1.52=20 24.74=20 9.50=20 73.55=20 61.33=20 98=20

The Shoppes at Gilbert Commons = Anchored retail 2.4=20 1.25=20 0.10=20 9.25=20 109.77=20 91.49=20 138=20

Weighted avg. 60.9=20 1.58=20 2.51=20 8.73=20 77.68=20 65.11=20 0=20

*Difference between Standard = & Poor's=20 estimated NCF and underwriter's estimated = NCF as a=20 percentage of underwriter's estimated NCF. = =C2=B6This=20 loan 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 DSC of = 1.52x 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 24.74% variance when compared with that=20 underwritten by the banker. = DSC=E2=80=94Debt service=20 coverage ratio. NCF=E2=80=94Net cash flow. = LTV=E2=80=94Loan-to-value. = CBD=E2=80=94Central business district.=20

Standard & Poor's DSC = Range=20

DSC=20 range (x) No.=20 of loans Loan=20 balance ($) % of=20 pool

>1.65 9=20 336,896,942 32.3=20

1.55 to 1.65 3=20 100,402,627 9.6=20

1.50 to 1.54 6=20 155,417,848 14.9=20

1.45 to 1.49 2=20 82,492,796 7.9=20

1.40 to 1.44 5=20 36,628,309 3.5=20

1.35 to 1.39 6=20 71,150,634 6.8=20

1.30 to 1.34 6=20 51,448,877 4.9=20

1.25 to 1.29 4=20 68,677,228 6.6=20

1.20 to 1.24 4=20 65,637,612 6.3=20

1.15 to 1.19 6=20 61,279,101 5.9=20

1.10 to 1.14 0=20 0=20 0.0=20

1.05 to 1.09 0=20 0=20 0.0=20

1.04 to 1.00 1=20 11,456,334 1.1=20

0.00 to 1.00 0=20 0=20 0.0=20

Total 52=20 1,041,488,309 100.0=20

DSC=E2=80=94Debt service coverage = ratio.=20

Standard & Poor's = Beginning LTV=20

Beginning LTV range (%)=20 No.=20 of loans Loan=20 balance ($) % of=20 pool

<50 1=20 19,734,143 1.9=20

50 to 60 0=20 0=20 0.0=20

61 to 70 3=20 126,309,002 12.1=20

71 to 75 5=20 352,537,502 33.8=20

76 to 80 5=20 36,942,291 3.5=20

81 to 85 2=20 5,695,891 0.5=20

86 to 90 6=20 119,459,937 11.5=20

91 to 95 5=20 49,681,707 4.8=20

96 to 100 9=20 128,445,571 12.3=20

>100 16=20 202,682,265 19.5=20

Total 52=20 1,041,488,309 100.0=20

LTV=E2=80=94Loan-to-value ratio.=20

Standard & Poor's Ending = LTV=20

Ending LTV range (%)=20 No.=20 of loans Loan=20 balance ($) % of=20 pool

Fully amortizing loans = 1=20 1,694,781 0.2=20

0 to 50 1=20 19,734,143 1.9=20

51 to 60 8=20 318,184,096 30.6=20

61 to 70 7=20 221,600,100 21.3=20

71 to 75 5=20 39,962,268 3.8=20

76 to 80 6=20 98,412,292 9.4=20

81 to 85 7=20 107,509,902 10.3=20

86 to 90 5=20 46,538,050 4.5=20

91 to 95 7=20 104,342,677 10.0=20

96 to 100 2=20 42,260,000 4.1=20

>100 3=20 41,250,000 4.0=20

Total 52=20 1,041,488,309 100.0=20

LTV=E2=80=94Loan-to-value ratio.=20

Analyst E-mail = Addresses

aeron_green@@standardandpoors.com

miguel_rivera@standardandpoors.com

barbara_duka@standardandpoors.com

Surveillance Contact:

ronal_bhagat@standardandpoors.com=20 =

=20

Regulatory=20 Disclosures

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FONT-SIZE: 11px; COLOR: #3399cc; LINE-HEIGHT: 14px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } A.center-small:link { FONT-SIZE: 9px; COLOR: #000000; LINE-HEIGHT: 12px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.center-small:active { FONT-SIZE: 9px; COLOR: #000000; LINE-HEIGHT: 12px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.center-small:visited { FONT-SIZE: 9px; COLOR: #000000; LINE-HEIGHT: 12px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.center-small:hover { FONT-SIZE: 9px; COLOR: #3399cc; LINE-HEIGHT: 12px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.tab:link { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #999999; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } A.tab:active { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #999999; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } A.tab:visited { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #999999; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } A.tab:hover { COLOR: #3399cc; TEXT-DECORATION: none } .tab-selected { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #3399cc; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.results-nav:link { FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: underline } A.results-nav:active { FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: underline } A.results-nav:visited { FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: underline } A.results-nav:hover { FONT-SIZE: 11px; COLOR: #3399cc; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: underline } A.results-nav-bold:link { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial; TEXT-DECORATION: underline } A.results-nav-bold:active { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial; TEXT-DECORATION: underline } A.results-nav-bold:visited { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial; TEXT-DECORATION: underline } A.results-nav-bold:hover { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #3399cc; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial; TEXT-DECORATION: underline } .results-copy { FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial } .results-copy-bold { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #000000; LINE-HEIGHT: 15px; = FONT-FAMILY: Arial } .topnavmenuQQ-ulitarian { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #cccccc; FONT-FAMILY: Arial } .fgrinterface-headers { FONT-WEIGHT: bold; FONT-SIZE: 13px; COLOR: #000000; FONT-FAMILY: Arial } .fgrinterface-copy { FONT-SIZE: 13px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial } .fgrinterfacemenu-ulitarian { FONT-WEIGHT: bold; FONT-SIZE: 12px; COLOR: #cccccc; FONT-FAMILY: Arial } A.fgrinterface-link:link { FONT-SIZE: 13px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.fgrinterface-link:active { FONT-SIZE: 15px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.fgrinterface-link:visited { FONT-SIZE: 13px; COLOR: #000000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.fgrinterface-link:hover { FONT-SIZE: 13px; COLOR: #3399cc; LINE-HEIGHT: 15px; FONT-FAMILY: Arial; = TEXT-DECORATION: underline } .article-title { FONT-WEIGHT: bold; FONT-SIZE: 18px; COLOR: #000000; LINE-HEIGHT: 22px; = FONT-FAMILY: Arial } .article-info { FONT-SIZE: 12px; COLOR: #000000; LINE-HEIGHT: 14px; FONT-FAMILY: Arial } .pressrelease-info { FONT-SIZE: 12px; COLOR: #000000; LINE-HEIGHT: 14px; FONT-FAMILY: = Courier New } .article-close:link { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #ffffff; LINE-HEIGHT: 13px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } .article-close:active { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #ffffff; LINE-HEIGHT: 13px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } .article-close:visited { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #ffffff; LINE-HEIGHT: 13px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } .article-close:hover { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #ffffff; LINE-HEIGHT: 13px; = FONT-FAMILY: Arial; TEXT-DECORATION: none } .article-action { FONT-WEIGHT: bold; FONT-SIZE: 11px; COLOR: #000000; FONT-FAMILY: Arial } .tabledata-red { FONT-SIZE: 11px; COLOR: #ff0000; LINE-HEIGHT: 15px; FONT-FAMILY: Arial } .productselectmenu { FONT-SIZE: 9px; WIDTH: 200px; COLOR: #000000; FONT-FAMILY: Arial; = BACKGROUND-COLOR: #f2f2f2 } .rating-results { FONT-SIZE: 9px; COLOR: #000000; LINE-HEIGHT: 13px; FONT-FAMILY: Arial } .rating-results-wspacing { FONT-SIZE: 9px; COLOR: #000000; LINE-HEIGHT: 13px; FONT-FAMILY: Arial } .promo-text { FONT-SIZE: 10px; COLOR: #000000; LINE-HEIGHT: 10px; FONT-FAMILY: Arial } A.promo-link:link { FONT-SIZE: 10px; COLOR: #000000; LINE-HEIGHT: 10px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.promo-link:active { FONT-SIZE: 10px; COLOR: #000000; LINE-HEIGHT: 10px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.promo-link:visited { FONT-SIZE: 10px; COLOR: #000000; LINE-HEIGHT: 10px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } A.promo-link:hover { FONT-SIZE: 10px; COLOR: #3399cc; LINE-HEIGHT: 10px; FONT-FAMILY: Arial; = TEXT-DECORATION: none } ------=_NextPart_000_0000_01C42707.BB205850--