XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2002-MW1
UNDERWRITING AGREEMENT
New York, New York
June 26, 2002
XXXXXXX XXXXX & CO.
Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated
Four World Financial Center
New York, New York 10281
WACHOVIA SECURITIES, INC.
One Wachovia Center
Charlotte, North Carolina 28288
DEUTSCHE BANK SECURITIES INC.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
Xxxxxxx Xxxxx Mortgage Investors, Inc., a Delaware corporation (the
"Company"), will issue its Commercial Mortgage Pass-Through Certificates,
Xxxxxxx Xxxxx Mortgage Trust 2002-MW1 (the "Certificates"), in 21 classes (each,
a "Class") as designated in the Prospectus Supplement (as defined below). The
Company further proposes to sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ("Xxxxxxx Xxxxx"), Wachovia Securities, Inc. ("WSI") and Deutsche
Bank Securities Inc. ("DBSI", and each of Xxxxxxx Xxxxx, WSI and DBSI, an
"Underwriter" and together, the "Underwriters") the Certificates set forth in
Schedule I hereto (the "Underwritten Certificates") in the respective original
principal amounts set forth in Schedule I. The Certificates represent in the
aggregate the entire beneficial ownership interest in a trust fund (the "Trust
Fund") consisting of a segregated pool (the "Mortgage Pool") of 101 mortgage
loans having an aggregate principal balance of $1,082,600,757 as of the Cut-Off
Date (the "Mortgage Loans") secured by first liens on the borrowers' fee or
leasehold interests in multifamily and commercial properties (the "Mortgaged
Properties"). The Certificates will be
issued on July 11, 2002 (the "Closing Date"), pursuant to a pooling and
servicing agreement (the "Pooling and Servicing Agreement"), dated as of July
10, 2002, among the Company, Wachovia Bank, National Association, as master
servicer (in such capacity, the "Master Servicer"), Lend Lease Asset Management,
L.P., as special servicer (the "Special Servicer"), LaSalle Bank National
Association, as trustee (the "Trustee") and ABN AMRO Bank N.V., as fiscal agent.
Sixty-two of the Mortgage Loans (the "MLMLI Mortgage Loans"), having an
aggregate principal balance of $630,733,981 as of the Cut-Off Date, will be
acquired by the Company from Xxxxxxx Xxxxx Mortgage Lending, Inc. ("MLMLI")
pursuant to a mortgage loan purchase agreement, dated as of July 1, 2002 (the
"MLMLI Mortgage Loan Purchase Agreement"), between MLMLI and the Company.
Thirty-nine of the Mortgage Loans (the "Wachovia Mortgage Loans"), having an
aggregate principal balance of $451,866,776 as of the Cut-Off Date, will be
acquired by the Company from Wachovia Bank, National Association ("Wachovia" and
together with MLMLI, the "Mortgage Loan Sellers") pursuant to a mortgage loan
purchase agreement, dated as of July 10, 2002 (the "Wachovia Mortgage Loan
Purchase Agreement", and together with the MLMLI Mortgage Loan Purchase
Agreement, the "Mortgage Loan Purchase Agreements"), between Wachovia and the
Company. The cut-off date (the "Cut-Off Date") is July 1, 2002 (or, in the case
of one Wachovia Mortgage Loan, July 10, 2002). The Underwritten Certificates and
the Mortgage Pool are described more fully in Schedule I hereto and in a
registration statement furnished to you by the Company.
Capitalized terms used but not otherwise defined herein shall have the
respective meanings assigned to them in the Pooling and Servicing Agreement.
1. REPRESENTATIONS AND WARRANTIES. (a) The Company represents and warrants
to, and agrees with, each Underwriter that:
(i) The Company has filed with the Securities and Exchange Commission
(the "Commission") a registration statement (No. 333-84456) on Form S-3 for
the registration of Commercial Mortgage Pass-Through Certificates, issuable
in series, including the Underwritten Certificates, under the Securities
Act of 1933, as amended (the "1933 Act"), which registration statement has
become effective and a copy of which, as amended to the date hereof, has
heretofore been delivered to you. The Company meets the requirements for
use of Form S-3 under the 1933 Act, and such registration statement, as
amended at the date hereof, meets the requirements set forth in Rule
415(a)(1)(x) under the 1933 Act and complies in all other material respects
with the 1933 Act and the rules and regulations thereunder. The Company
proposes to file with the Commission, with your consent, pursuant to Rule
424 under the 1933 Act, a supplement dated June 26, 2002 (the "Prospectus
Supplement"), to the prospectus dated June 18, 2002 (the "Basic
Prospectus"), relating to the Underwritten Certificates and the method of
distribution thereof, and has previously advised you of all further
information (financial and other) with respect to the Underwritten
Certificates and the Mortgage Pool to be set forth therein. Such
registration statement (No. 333-84456), including all exhibits thereto, is
referred to herein as the "Registration Statement"; and the Basic
Prospectus and the Prospectus Supplement, together with any amendment
thereof or supplement thereto authorized by the Company prior to the
Closing Date for use in connection
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with the offering of the Underwritten Certificates, are hereinafter called
the "Prospectus". Any preliminary form of the Prospectus Supplement that
has heretofore been filed pursuant to Rule 424 or, prior to the effective
date of the Registration Statement, pursuant to Rule 402(a) or 424(a), is
hereinafter called a "Preliminary Prospectus Supplement". If so stated in
the Prospectus Supplement, the Company will file with the Commission within
fifteen days of the issuance of the Underwritten Certificates a report on
Form 8-K ("8-K") setting forth specific information concerning the Mortgage
Pool and the Underwritten Certificates to the extent that such information
is not set forth in the Prospectus Supplement. As used herein, "Pool
Information" means the mortgage pool information reflected in the Master
Tape and the Prospectus Supplement. The "Master Tape" shall mean the
compilation of information and data regarding the MLMLI Mortgage Loans
covered by the letter rendered by PricewaterhouseCoopers LLP, and (ii) the
compilation of information and data regarding the Wachovia Mortgage Loans
covered by the letter rendered by KPMG LLP (a "hard copy" of which Master
Tape was produced on behalf of the Mortgage Loan Sellers) described in
Section 6(h)(2) of this Agreement.
(ii) As of the date hereof, as of the date on which the Prospectus
Supplement is first filed pursuant to Rule 424 under the 1933 Act, as of
the date on which, prior to the Closing Date, any amendment to the
Registration Statement becomes effective, as of the date on which any
supplement to the Prospectus Supplement is filed with the Commission, and
as of the Closing Date, (i) the Registration Statement, as amended as of
any such time, and the Prospectus, as amended or supplemented as of any
such time, complies and will comply in all material respects with the
applicable requirements of the 1933 Act and the rules and regulations
thereunder, (ii) the Registration Statement, as amended as of any such
time, does not include and will not include any untrue statement of a
material fact and does not omit and will not omit to state any material
fact required to be stated therein or necessary in order to make the
statements therein not misleading, and (iii) the Prospectus, as amended or
supplemented as of any such time, does not include and will not include any
untrue statement of a material fact and does not omit and will not omit to
state any material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; provided, however, that the Company makes no representations or
warranties as to (x) statements contained in or omitted from the
Registration Statement or the Prospectus or any amendment or supplement
thereto made in reliance upon and in conformity with information furnished
in writing to the Company by or on behalf of any Underwriter through you
specifically for use in the Registration Statement and the Prospectus (such
information being identified in Section 8(b)) or (y) the Mortgage Loan
Seller Covered Information (as defined in Section 8 hereof).
(iii) The Company has been duly incorporated and is validly existing as
a corporation in good standing under the laws of the State of Delaware with
corporate power and authority to own, lease or operate its properties and
to conduct its business as now conducted by it and to enter into and
perform its
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obligations under this Agreement and the Pooling and Servicing Agreement;
and the Company is duly qualified as a foreign corporation to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business.
(iv) As of the date hereof, as of the date on which the Prospectus
Supplement is first filed pursuant to Rule 424 under the 1933 Act, as of
the date on which, prior to the Closing Date, any amendment to the
Registration Statement becomes effective, as of the date on which any
supplement to the Prospectus Supplement is filed with the Commission, and
as of the Closing Date, there has not and will not have been (i) any
request by the Commission for any further amendment to the Registration
Statement or the Prospectus or for any additional information, (ii) any
issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threat of any
proceeding for that purpose or (iii) any notification with respect to the
suspension of the qualification of the Underwritten Certificates for sale
in any jurisdiction or any initiation or threat of any proceeding for such
purpose.
(v) Each of this Agreement, the Pooling and Servicing Agreement and
each Mortgage Loan Purchase Agreement has been duly authorized, executed
and delivered by the Company and each of this Agreement, the Pooling and
Servicing Agreement and each Mortgage Loan Purchase Agreement constitutes
legal, valid and binding agreements of the Company, enforceable against the
Company in accordance with their respective terms, except as enforceability
may be limited by (i) bankruptcy, insolvency, reorganization, receivership,
moratorium or other similar laws affecting the enforcement of the rights of
creditors generally, (ii) general principles of equity, whether enforcement
is sought in a proceeding in equity or at law, and (iii) public policy
considerations underlying the securities laws, to the extent that such
public policy considerations limit the enforceability of the provisions of
this Agreement, the Pooling and Servicing Agreement or any Mortgage Loan
Purchase Agreement that purport to provide indemnification from securities
law liabilities.
(vi) As of the Closing Date, the Underwritten Certificates, the Pooling
and Servicing Agreement and the Mortgage Loan Purchase Agreements will
conform in all material respects to the respective descriptions thereof
contained in the Prospectus. As of the Closing Date, the Underwritten
Certificates will be duly and validly authorized and, when delivered in
accordance with the Pooling and Servicing Agreement to you against payment
therefor as provided herein, will be duly and validly issued and
outstanding and entitled to the benefits of the Pooling and Servicing
Agreement.
(vii) The Company is not in violation of its certificate of
incorporation or by-laws or in default under any agreement, indenture or
instrument the effect of which violation or default would be material to
the Company or which violation or default would have a material adverse
affect on the performance of its
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obligations under this Agreement, the Pooling and Servicing Agreement or
the Mortgage Loan Purchase Agreements. Neither the issuance and sale of the
Underwritten Certificates, nor the execution and delivery by the Company of
this Agreement, the Pooling and Servicing Agreement or the Mortgage Loan
Purchase Agreements, nor the consummation by the Company of any of the
transactions herein or therein contemplated, nor compliance by the Company
with the provisions hereof or thereof, did, does or will conflict with or
result in a breach of any term or provision of the certificate of
incorporation or by-laws of the Company or conflict with, result in a
breach, violation or acceleration of, or constitute a default under, the
terms of any indenture or other agreement or instrument to which the
Company is a party or by which it or any material asset is bound, or any
statute, order or regulation applicable to the Company of any court,
regulatory body, administrative agency or governmental body having
jurisdiction over the Company.
(viii) There is no action, suit or proceeding against the Company
pending, or, to the knowledge of the Company, threatened, before any court,
arbitrator, administrative agency or other tribunal (i) asserting the
invalidity of this Agreement, the Pooling and Servicing Agreement, the
Mortgage Loan Purchase Agreements or the Underwritten Certificates, (ii)
seeking to prevent the issuance of the Underwritten Certificates or the
consummation of any of the transactions contemplated by this Agreement
(iii) that might materially and adversely affect the performance by the
Company of its obligations under, or the validity or enforceability of,
this Agreement, the Pooling and Servicing Agreement, the Mortgage Loan
Purchase Agreements or the Underwritten Certificates or (iv) seeking to
affect adversely the federal income tax attributes of the Underwritten
Certificates as described in the Prospectus.
(ix) There are no contracts, indentures or other documents of a
character required by the 1933 Act or by the rules and regulations
thereunder to be described or referred to in the Registration Statement or
the Prospectus or to be filed as exhibits to the Registration Statement
which have not been so described or referred to therein or so filed or
incorporated by reference as exhibits thereto.
(x) No authorization, approval or consent of any court or governmental
authority or agency is necessary in connection with the offering or sale of
the Underwritten Certificates pursuant to this Agreement, except such as
have been, or as of the Closing Date will have been, obtained or such as
may otherwise be required under applicable state securities laws in
connection with the purchase and offer and sale of the Underwritten
Certificates by the Underwriters and any recordation of the respective
assignments of the Mortgage Loans to the Trustee pursuant to the Pooling
and Servicing Agreement that have not been completed.
(xi) The Company possesses all material licenses, certificates,
authorities or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct the business now
operated by it, and the
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Company has not received any notice of proceedings relating to the
revocation or modification of any such license, certificate, authority or
permit which, singly or in the aggregate, if the subject of any unfavorable
decision, ruling or finding, would materially and adversely affect the
condition, financial or otherwise, or the earnings, business affairs or
business prospects of the Company.
(xii) Any taxes, fees and other governmental charges in connection with
the execution and delivery of this Agreement and the delivery and sale of
the Underwritten Certificates (other than such federal, state and local
taxes as may be payable on the income or gain recognized therefrom) have
been or will be paid at or prior to the Closing Date.
(xiii) Neither the Company nor the Trust Fund is, and neither the sale
of the Underwritten Certificates in the manner contemplated by the
Prospectus nor the activities of the Trust Fund pursuant to the Pooling and
Servicing Agreement will cause the Company or the Trust Fund to be, an
"investment company" or under the control of an "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended
(the "Investment Company Act").
(xiv) Under generally accepted accounting principles ("GAAP") and for
federal income tax purposes, the Company reported the transfer of the
Mortgage Loans to the Trustee in exchange for the Underwritten Certificates
and will report the sale of the Underwritten Certificates to the
Underwriters pursuant to this Agreement as a sale of the interests in the
Mortgage Loans evidenced by the Underwritten Certificates. The
consideration received by the Company upon the sale of the Underwritten
Certificates to the Underwriters will constitute reasonably equivalent
value and fair consideration for the Underwritten Certificates. The Company
will be solvent at all relevant times prior to, and will not be rendered
insolvent by, the sale of the Underwritten Certificates to the
Underwriters. In addition, the Company was solvent at all relevant times
prior to, and was not rendered insolvent by, the transfer of the Mortgage
Loans to the Trustee on behalf of the Trust Fund. The Company is not
selling the Underwritten Certificates to the Underwriters and did not
transfer the Mortgage Loans to the Trustee on behalf of the Trust Fund with
any intent to hinder, delay or defraud any of the creditors of the Company.
(xv) At the Closing Date, the respective classes of Underwritten
Certificates shall continue to have maintained ratings no lower than those
set forth in Schedule I hereto by the nationally recognized statistical
rating organizations identified in Schedule I hereto (individually and
collectively, the "Rating Agency").
(b) XXXXX represents and warrants to, and agrees with, each Underwriter,
that:
(i) MLMLI has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware and
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possesses all requisite authority, power, licenses, permits and franchises
to carry on its business as currently conducted by it and to execute,
deliver and comply with its obligations under the terms of this Agreement.
(ii) This Agreement has been duly and validly authorized, executed and
delivered by XXXXX and, assuming due authorization, execution and delivery
hereof by the Company and the Underwriters, constitutes a legal, valid and
binding obligation of MLMLI, enforceable against MLMLI in accordance with
its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights in general, as they may be applied in the
context of the insolvency of a national banking association, and by general
equity principles (regardless of whether such enforcement is considered in
a proceeding in equity or at law), and by public policy considerations
underlying the securities laws, to the extent that such public policy
considerations limit the enforceability of the provisions of this Agreement
which purport to provide indemnification from liabilities under applicable
securities laws.
(iii) The execution and delivery of this Agreement by XXXXX and XXXXX's
performance and compliance with the terms of this Agreement will not (A)
violate the articles of incorporation or bylaws of MLMLI, (B) violate any
law or regulation or any administrative decree or order to which it is
subject or (C) constitute a default (or an event which, with notice or
lapse of time, or both, would constitute a default) under, or result in the
breach of, any contract, agreement or other instrument to which MLMLI is a
party or by which MLMLI is bound.
(iv) MLMLI is not in default with respect to any order or decree of any
court or any order, regulation or demand of any federal, state, municipal
or other governmental agency or body, which default might have consequences
that would materially and adversely affect the condition (financial or
other) or operations of MLMLI or its properties or have consequences that
would materially and adversely affect its performance hereunder.
(v) MLMLI is not a party to or bound by any agreement or instrument or
subject to any articles of incorporation, bylaws or any other corporate
restriction or any judgment, order, writ, injunction, decree, law or
regulation that would materially and adversely affect the ability of MLMLI
to perform its obligations under this Agreement or that requires the
consent of any third person to the execution of this Agreement or the
performance by MLMLI of its obligations under this Agreement (except to the
extent such consent has been obtained).
(vi) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by MLMLI of or compliance by MLMLI with this Agreement or the
consummation of the transactions contemplated by this Agreement except as
have previously been obtained.
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(vii) No litigation is pending or, to the best of MLMLI knowledge,
threatened against MLMLI that would prohibit its entering into this
Agreement or materially and adversely affect the performance by MLMLI of
its obligations under this Agreement.
(viii) Each representation and warranty of the Company set forth in
Section 1(a) hereof is true and correct as of the date hereof or as of the
date specified in such representation and warranty.
(c) Each Underwriter represents and warrants to the Company that, as of the
date hereof and as of the Closing Date, (i) such Underwriter has complied in all
material respects with all of its obligations under Section 4 hereof and (ii)
with respect to all Computational Materials and Term Sheets (as such terms are
defined in Section 4 hereof), if any, provided by such Underwriter to the
Company pursuant to Section 4(b)(iv), such Computational Materials and Term
Sheets are accurate in all material respects (taking into account the
assumptions explicitly set forth or otherwise referred to in the Computational
Materials or in the Prospectus Supplement or Term Sheets or the Preliminary
Prospectus Supplement, and provided that the underlying data regarding the
Mortgage Loans, and the related Mortgagors and Mortgaged Properties, provided to
the Underwriters by the Mortgage Loan Sellers is accurate and complete in all
material respects) and constitute a complete set of all Computational Materials
and Term Sheets that are required to be filed with the Commission pursuant to
the No-Action Letters (as defined herein).
2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance
upon the representations and warranties set forth herein, the Company agrees to
sell to the Underwriters, and the Underwriters agree, severally and not jointly,
to purchase from the Company, at the applicable purchase prices set forth in
Schedule I hereto, the respective principal amounts of the Underwritten
Certificates set forth below the name of each Underwriter set forth in Schedule
II hereto, and any additional portions of the Underwritten Certificates that any
such Underwriter may be obligated to purchase pursuant to Section 10, in all
cases plus accrued interest as set forth in Schedule I.
3. DELIVERY AND PAYMENT. Delivery of and payment for the Underwritten
Certificates shall be made in the manner, at the location(s), on the Closing
Date at the time specified in Schedule I hereto (or such later date not later
than ten business days after such specified date as you shall designate), which
date and time may be changed by agreement between you and the Company or as
provided in Section 10 hereof. Delivery of the Underwritten Certificates shall
be made either directly to you or through the facilities of The Depository Trust
Company ("DTC"), as specified in Schedule I hereto, for the respective accounts
of the Underwriters against payment by the respective Underwriters of the
purchase price therefor in immediately available funds wired to such bank as may
be designated by the Company, or such other manner of payment as may be agreed
upon by the Company and you. Any Class of Underwritten Certificates to be
delivered through the facilities of DTC shall be represented by one or more
global Certificates registered in the name of Cede & Co., as nominee of DTC,
which global Certificate(s) shall be placed in the custody of DTC not later than
10:00 a.m. (New York City time) on the Closing Date pursuant to a custodial
arrangement to be entered into between the Trustee or its agent and DTC. Unless
delivered through the facilities of DTC,
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the Underwritten Certificates shall be in fully registered certificated form, in
such denominations and registered in such names as you may have requested in
writing not less than one full business day in advance of the Closing Date.
The Company agrees to have the Underwritten Certificates, including the
global Certificates representing the Underwritten Certificates to be delivered
through the facilities of DTC, available for inspection, checking and, if
applicable, packaging by you in New York, New York, not later than the close of
business (New York City time) on the business day preceding the Closing Date.
References herein, including, without limitation, in the Schedules hereto,
to actions taken or to be taken following the Closing Date with respect to any
Underwritten Certificates that are to be delivered through the facilities of DTC
shall include, if the context so permits, actions taken or to be taken with
respect to the interests in such Certificates as reflected on the books and
records of DTC.
4. OFFERING BY UNDERWRITERS.
(a) It is understood that the Underwriters propose to offer the
Underwritten Certificates for sale to the public, including, without limitation,
in and from the State of New York, as set forth in the Prospectus Supplement. It
is further understood that the Company, in reliance upon an exemption from the
Attorney General of the State of New York to be granted pursuant to Policy
Statement 104 and 105, has not and will not file the offering pursuant to
Section 352-e of the General Business Law of the State of New York with respect
to the Underwritten Certificates.
(b) Each Underwriter may prepare and provide to prospective investors
certain Computational Materials, ABS Term Sheets, Structural Term Sheets or
Collateral Term Sheets in connection with its offering of the Certificates,
subject to the following conditions:
(i) Such Underwriter shall comply with the requirements of the
no-action letter, dated May 20, 1994, issued by the Commission to Xxxxxx,
Xxxxxxx Acceptance Corporation I, Xxxxxx, Xxxxxxx & Co. Incorporated and
Xxxxxx Structured Asset Corporation, as made applicable to other issuers
and underwriters by the Commission in response to the request of the Public
Securities Association, dated May 25, 1994 (collectively, the "Xxxxxx/PSA
Letter"), and the requirements of the no-action letter, dated February 17,
1995, issued by the Commission to the Public Securities Association (the
"PSA Letter" and, together with the Xxxxxx/PSA Letter, the "No-Action
Letters").
(ii) For purposes hereof, "Computational Materials" shall have the
meaning given such term in the No-Action Letters, but shall include only
(x) the Computational Materials attached hereto as Exhibit A and (y) such
other Computational Materials that have been prepared or delivered to
prospective investors by or at the direction of such Underwriter. For
purposes hereof, "ABS Term Sheets," "Structural Term Sheets" and
"Collateral Term Sheets" shall have the meanings given such terms in the
PSA Letter but shall include only (x) the
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Term Sheets attached hereto as Exhibit B and (y) those other ABS Term
Sheets, Structural Term Sheets or Collateral Term Sheets that have been
prepared for or delivered to prospective investors by or at the direction
of such Underwriter. As used herein, "Term Sheets" means any ABS Term
Sheets, Structural Term Sheets and/or Collateral Term Sheets.
(iii) All Computational Materials and ABS Term Sheets provided to
prospective investors shall bear a legend in a form previously approved by
the Company or its counsel.
(iv) Such Underwriter shall not distribute any such Computational
Materials or Term Sheets unless the forms and methodology thereof are in
accordance with this Agreement. Such Underwriter shall provide to the
Company, for filing on Form 8-K as provided in Section 5(g), copies (in
such format as required by the Company) of all Computational Materials and
Term Sheets. The Underwriter may provide copies of the foregoing in a
consolidated or aggregated form including all information required to be
filed. All Computational Materials and Term Sheets described in this
subsection (iv) must be provided to the Company (a) in paper or electronic
format suitable for filing with the Commission and (b) not later than 10:00
a.m. (New York City time) on a business day that is not less than one
business day before filing thereof is required pursuant to the terms of the
No-Action Letters.
(v) All information included in the Computational Materials and Term
Sheets shall be generated based on substantially the same methodology and
assumptions as are used to generate the information in the Prospectus
Supplement as set forth therein; provided that the Computational Materials
and Term Sheets may include information based on alternative methodologies
or assumptions if specified therein. If any Computational Materials or Term
Sheets were based on assumptions with respect to the Mortgage Pool that
differ from the final Pool Information in any material respect or on
Underwritten Certificate structuring assumptions (except in the case of
Computational Materials when the different structuring terms were
hypothesized and so described) that were revised in any material respect
prior to the printing of the Prospectus, then to the extent that it has not
already done so, such Underwriter shall immediately inform the Company and,
upon the direction of the Company, and if not corrected by the Prospectus,
shall prepare revised Computational Materials and Term Sheets, as the case
may be, based on the final collateral information and structuring
assumptions, circulate such revised Computational Materials and Term Sheets
to all recipients of the preliminary versions thereof, and include such
revised Computational Materials and Term Sheets (marked, "as revised") in
the materials delivered to the Company pursuant to subsection (iv) above.
(vi) If, within the period during which the Prospectus relating to the
Underwritten Certificates is required to be delivered under the 1933 Act,
any Computational Materials or Term Sheets are determined, in the
reasonable judgment of the Company or such Underwriter, to contain a
material error or,
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when read together with the Prospectus, a material omission, then (unless
the material error or omission was corrected in the Prospectus) the
Underwriter shall prepare a corrected version of such Computational
Materials or Term Sheets, shall circulate such corrected Computational
Materials or Term Sheets to all recipients of the prior versions thereof,
and shall deliver copies of such corrected Computational Materials or Term
Sheets (marked, "as corrected") to the Company for filing with the
Commission in a subsequent Form 8-K submission (subject to the Company's
obtaining an accountant's comfort letter in respect of such corrected
Computational Materials and Term Sheets, which shall be at the expense of
such Underwriter).
(vii) Such Underwriter shall be deemed to have represented, as of the
Closing Date, that except for Computational Materials and/or Term Sheets
provided to the Company pursuant to subsection (iv) above, such Underwriter
did not provide any prospective investors with any information in written
or electronic form in connection with the offering of the Underwritten
Certificates that is required to be filed with the Commission in accordance
with the No-Action Letters.
(viii) In the event of any delay in the delivery by such Underwriter to
the Company of all Computational Materials and Term Sheets required to be
delivered in accordance with subsection (iv) above, the Company shall have
the right to delay the release of the Prospectus to investors or to the
Underwriter, to delay the Closing Date and to take other appropriate
actions in each case as necessary in order to allow the Company to comply
with its agreement set forth in Section 5(g) to file the Computational
Materials and Term Sheets by the time specified therein.
(ix) Computational Materials and Term Sheets may be distributed by the
Underwriter through electronic means in accordance with SEC Release No.
33-7233 or other applicable laws or regulations.
(c) Each Underwriter further agrees that it shall promptly provide the
Company with such information as to matters of fact as the Company may
reasonably request to enable it to comply with its reporting requirements with
respect to each class of Underwritten Certificates to the extent such
information can in the good faith judgment of the Underwriter be reasonably
determined by it.
5. COVENANTS OF THE COMPANY. The Company covenants and agrees with the
Underwriters that:
(a) The Company will not file any amendment to the Registration Statement
(other than by reason of Rule 429 under the 1933 Act) or any supplement to the
Basic Prospectus relating to or affecting the Underwritten Certificates, unless
the Company has furnished a copy to you for your review prior to filing, and
will not file any such proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, the Company will cause the Prospectus
Supplement to be transmitted to the Commission for filing pursuant to
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Rule 424 under the 1933 Act or will cause the Prospectus Supplement to be filed
with the Commission pursuant to said Rule 424. The Company promptly will advise
you or counsel for the Underwriters (i) when the Prospectus Supplement shall
have been filed or transmitted to the Commission for filing pursuant to Rule
424, (ii) when any amendment to the Registration Statement shall have become
effective, (iii) of any request by the Commission to amend the Registration
Statement or supplement the Prospectus Supplement or for any additional
information in respect of the offering contemplated hereby, (iv) of the issuance
by the Commission of any stop order suspending the effectiveness of the
Registration Statement or any post-effective amendment thereto which shall have
become effective on or prior to the Closing Date or the institution or
threatening of any proceeding for that purpose, and (v) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of the Underwritten Certificates for sale in any jurisdiction or the institution
or threatening of any proceeding for that purpose. The Company will use its best
efforts to prevent the issuance of any such stop order or suspension and, if
issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the Underwritten
Certificates is required to be delivered under the 1933 Act, any event occurs as
a result of which the Prospectus, as then amended or supplemented, would include
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, or if it shall be necessary to amend
or supplement the Prospectus to comply with the 1933 Act or the rules and
regulations thereunder, the Company promptly will prepare and file with the
Commission, at the expense of the Company, subject to paragraph (a) of this
Section 5, an amendment or supplement that will correct such statement or
omission or an amendment that will effect such compliance and, if such amendment
or supplement is required to be contained in a post-effective amendment to the
Registration Statement, the Company will use its best efforts to cause such
amendment to the Registration Statement to be made effective as soon as
possible.
(c) The Company will furnish to you and to counsel for the Underwriters,
without charge, signed copies of the Registration Statement (including exhibits
thereto) and each amendment thereto which shall become effective on or prior to
the Closing Date, and so long as delivery of a prospectus by an Underwriter or
dealer may be required by the 1933 Act, as many copies of any Preliminary
Prospectus Supplement, the Prospectus Supplement and the Basic Prospectus and
any amendments and supplements thereto as you may reasonably request.
(d) The Company will furnish such information, execute such instruments and
take such action, if any, as may be required to qualify the Underwritten
Certificates for sale under the laws of such jurisdictions as you may designate
and will maintain such qualifications in effect so long as required for the
distribution of the Underwritten Certificates; provided, however, that the
Company shall not be required to qualify to do business in any jurisdiction
where it is not now qualified or to take any action that would subject it to
general or unlimited service of process in any jurisdiction where it is not now
subject to such service of process.
(e) The Company will pay, or cause to be paid, all costs and expenses in
connection with the transactions herein contemplated pursuant to the Terms for
Xxxxxxx Xxxxx/WB Joint Securitization, dated April 8, 2002, between Wachovia and
Xxxxxxx Xxxxx & Co.
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(f) To the extent that the Pooling and Servicing Agreement provides that
the Underwriters are to receive any notices or reports, or have any other rights
thereunder, the Company will enforce the rights of the Underwriters under the
Pooling and Servicing Agreement and will not consent to any amendment of the
Pooling and Servicing Agreement that would adversely affect such rights of the
Underwriters.
(g) The Company shall, as to itself, and the Company, or pursuant to the
Pooling and Servicing Agreement the Trustee, will be required to, as to the
Trust Fund, satisfy and comply with all reporting requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and the rules and regulations
thereunder. The Company will also file with the Commission a report on Form 8-K
setting forth all Computational Materials and Term Sheets provided to the
Company by an Underwriter and identified by it as such within the time period
allotted for such filing pursuant to the No-Action Letters; provided, however,
that prior to such filing of the Computational Materials and Term Sheets by the
Company, each Underwriter must comply with its obligations pursuant to Section
4(b). The Company shall file any corrected Computational Materials described in
Section 4(b)(vi) as soon as practicable following receipt thereof.
(h) The Company shall take all reasonable action necessary to enable the
Rating Agencies to provide their respective credit ratings of the Certificates
as described in the Prospectus.
6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS. The obligation of
each Underwriter hereunder to purchase its allocated share of the Underwritten
Certificates shall be subject to: (i) the accuracy of the representations and
warranties on the part of the Company contained herein as of the date hereof, as
of the date of the effectiveness of any amendment to the Registration Statement
filed prior to the Closing Date, as of the date the Prospectus Supplement or any
supplement thereto is filed with the Commission and as of the Closing Date; (ii)
the accuracy of the statements of the Company made in any certificates delivered
pursuant to the provisions hereof; (iii) the performance by the Company of its
obligations hereunder; and (iv) the following additional conditions:
(a) The Registration Statement shall have become effective and no stop
order suspending the effectiveness of the Registration Statement, as amended
from time to time, shall have been issued and not withdrawn and no proceedings
for that purpose shall have been instituted or, to the Company's knowledge,
threatened; and the Prospectus Supplement shall have been filed or transmitted
for filing with the Commission in accordance with Rule 424 under the 1933 Act;
(b) You shall have received from Cadwalader, Xxxxxxxxxx & Xxxx, counsel for
the Underwriters, an opinion, dated the Closing Date, that, subject to the
limitations and qualifications set forth therein, based on conferences and
telephone conversations with representatives of XXXXX, Wachovia, the
Underwriters, the Company, the Trustee, the Master Servicer, the Special
Servicer and their respective counsel, and (with limited exception) without
having reviewed any of the mortgage notes, mortgages or other documents relating
to the Mortgage Loans or made any inquiry of any originator of any Mortgage
Loan, nothing has come to such counsel's attention in the course of its review
of the Prospectus and the Registration
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Statement that would lead it to believe that, (a) as of the date of the
Prospectus, the Registration Statement contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, or (b) that as of
its date or as of the date hereof, the Prospectus contained or contains any
untrue statement of a material fact or omitted or omits to state any material
fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; it being understood
that counsel expresses no view as to any information incorporated by reference
in the Registration Statement or the Prospectus or as to the adequacy or
accuracy of (i) the financial, numerical, statistical or quantitative
information included in the Registration Statement or the Prospectus or (ii) any
information contained in any computer disk, CD-ROM or other electronic media
accompanying the Prospectus.
(c) The Company shall have delivered to you a certificate of the Company,
signed by an authorized officer of the Company and dated the Closing Date, to
the effect that: (i) the representations and warranties of the Company in this
Agreement are true and correct in all material respects at and as of the Closing
Date with the same effect as if made on the Closing Date; and (ii) the Company
has in all material respects complied with all the agreements and satisfied all
the conditions on its part that are required hereby to be performed or satisfied
at or prior to the Closing Date; and XXXXX shall have delivered to you a
certificate of XXXXX, signed by an authorized officer of XXXXX and dated the
Closing Date, of the President, a Senior Vice President or a Vice President of
MLMLI to the effect that: (i) the representations and warranties of MLMLI in
this Agreement are true and correct in all material respects at and as of the
Closing Date and with the same effect as if made on the Closing Date; and (ii)
XXXXX has, in all material respects, complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied hereunder
at or prior to the Closing Date;
(d) You shall have received with respect to each of MLMLI and the Company,
a good standing certificate from the Secretary of State of the State of
Delaware, each good standing certificate dated not earlier than 30 days prior to
the Closing Date;
(e) (i) You shall have received from the Secretary or an assistant
secretary of the Company, in his individual capacity, a certificate, dated the
Closing Date, to the effect that: (x) each individual who, as an officer or
representative of the Company, signed this Agreement, or any other document or
certificate delivered on or before the Closing Date in connection with the
transactions contemplated herein, was at the respective times of such signing
and delivery, and is as of the Closing Date, duly elected or appointed,
qualified and acting as such officer or representative, and the signatures of
such persons appearing on such documents and certificates are their genuine
signatures; and (y) no event (including, without limitation, any act or omission
on the part of the Company) has occurred since the date of the good standing
certificate referred to in paragraph 6(d) above which has affected the good
standing of the Company under the laws of the State of Delaware. Such
certificate shall be accompanied by true and complete copies (certified as such
by the Secretary or an assistant secretary of the Company) of the certificate of
incorporation and by-laws of the Company, as in effect on the Closing Date, and
of the resolutions of the Company and any required shareholder consent relating
to the transactions contemplated in this Agreement; and (ii) you shall have
received from the Secretary or an assistant secretary of MLMLI, in his
individual capacity, a certificate, dated the Closing Date, to the effect that:
(x) each individual who, as an officer or representative of XXXXX, signed this
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Agreement or any other document or certificate delivered on or before the
Closing Date in connection with the transactions contemplated herein, was at the
respective times of such signing and delivery, and is as of the Closing Date,
duly elected or appointed, qualified and acting as such officer or
representative, and the signatures of such persons appearing on such documents
and certificates are their genuine signatures; and (y) no event (including,
without limitation, any act or omission on the part of MLMLI) has occurred since
the date of the certificate referred to in paragraph 6(d) above which has
affected the existence of MLMLI under the laws of the United States of America.
Such certificate shall be accompanied by true and complete copies (certified as
such by the Secretary or an assistant secretary of XXXXX) of the articles of
incorporation and by-laws of MLMLI, as in effect on the Closing Date, and of the
resolutions of MLMLI and any required shareholder consent relating to the
transactions contemplated in this Agreement;
(f) You shall have received from Xxxxx & XxXxxxxx, special counsel for the
Company, a favorable opinion, dated the Closing Date and satisfactory in form
and substance to you and counsel for the Underwriters, generally to the effect
that:
(i) The Registration Statement and any amendments thereto have become
effective under the 1933 Act; to the best knowledge of such counsel, no
stop order suspending the effectiveness of the Registration Statement, as
amended, has been issued and not withdrawn, no proceedings for that purpose
have been instituted or threatened and not terminated; and the Registration
Statement, the Basic Prospectus, the Prospectus Supplement and each
amendment or supplement thereto, as of their respective effective or issue
dates (other than the financial statements, schedules and other financial
and statistical information contained therein as to which such counsel need
express no opinion), complied as to form in all material respects with the
applicable requirements of the 1933 Act and the rules and regulations
thereunder; and such counsel has no reason to believe that (A) the
Registration Statement (which, for purposes of this clause, shall be deemed
not to include any exhibits filed therewith), or any amendment thereto, at
the time it became effective, contained or, as of the date of such opinion,
contains any untrue statement of a material fact or omitted or omits to
state any material fact required to be stated therein or necessary to make
the statements therein not misleading, or that (B) the Prospectus, as
amended or supplemented, as of the respective date thereof and at the date
hereof, contained or contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading (other than the financial statements, schedules and other
financial and statistical information contained therein as to which such
counsel need express no opinion);
(ii) To the best knowledge of such counsel, there are no material
contracts, indentures or other documents of a character required to be
described or referred to in the Registration Statement, as amended, or the
Prospectus or to be filed as exhibits to the Registration Statement, as
amended, other than those described or referred to therein or filed or
incorporated by reference as exhibits thereto;
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(iii) Assuming this Agreement has been duly authorized, executed and
delivered by the Company and MLMLI, it constitutes a valid, legal, binding
and enforceable agreement of each of the Company and MLMLI, subject, as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting creditors' rights generally, to general
principles of equity regardless of whether enforcement is sought in a
proceeding in equity or at law and public policy considerations underlying
the securities laws, to the extent that such public policy considerations
limit the enforceability of the provisions of this Agreement that purports
to provide indemnification from securities law liabilities;
(iv) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act of 1939, as amended, and the Trust
Fund created by the Pooling and Servicing Agreement is not required to be
registered under the Investment Company Act, as amended;
(v) The statements set forth in the Prospectus Supplement under the
heading "Description of the Offered Certificates", insofar as such
statements purport to summarize material terms of the Underwritten
Certificates, are correct in all material respects;
(vi) The statements set forth in the Basic Prospectus and the
Prospectus Supplement under the headings "Federal Income Tax Consequences",
"ERISA Considerations" and "Legal Investment", to the extent that they
constitute matters of federal law or legal conclusions with respect
thereto, are correct in all material respects with respect to those
consequences or aspects that are discussed;
(vii) The Certificates, when duly and validly executed, authenticated
and delivered in accordance with the Pooling and Servicing Agreement and
paid for in accordance with the Underwriting Agreement will be validly
issued and outstanding and entitled to the benefits provided by the Pooling
and Servicing Agreement.
(viii) Each Mortgage Loan Purchase Agreement and the Pooling and
Servicing Agreement constitutes the legal, valid and binding agreement of
the Company, enforceable against the Company in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
liquidation, receivership, moratorium, reorganization and similar laws
affecting creditors' rights generally, and general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity or
at law), and except that: (a) provisions purporting to waive or limit
rights to trial by jury, oral amendments to written agreements or rights of
set-off, (b) provisions relating to submission to jurisdiction, venue or
service of process, (c) interest on interest provisions or (d) severability
clauses may be limited by applicable law or considerations of public
policy;
(ix) No consent, approval, authorization or order of any State of New
York or federal court or governmental agency or body is required for the
-16-
consummation by the Company of the transactions contemplated herein, except
(A) such as have been obtained under the 1933 Act; (B) such as may be
required under the blue sky laws of any jurisdiction in connection with the
offer and sale of the Underwritten Certificates by the Underwriters, as to
which such counsel need express no opinion; and (C) any recordation of the
assignments of the Mortgage Loans pursuant to the Pooling and Servicing
Agreement that has not yet been completed; and
(x) Assuming compliance with all provisions of the Pooling and
Servicing Agreement, (i) REMIC I and REMIC II will each qualify as a real
estate mortgage investment conduit (a "REMIC") within the meaning of
Sections 860A through 860G (the "REMIC Provisions") of the Internal Revenue
Code of 1986, as amended, (the "Code"), (ii) the REMIC I Regular Interests
and the Regular Certificates will be "regular interests" (within the
meaning of Section 860G(a)(1) of the Code) in REMIC I and REMIC II,
respectively, (iii) the Class R-I Certificates and the Class R-II
Certificates will be the sole class of "residual interests" (within the
meaning of Section 860G(a)(2) of the Code) in REMIC I and REMIC II,
respectively, and (iv) the portion of the Trust Fund consisting of Grantor
Trust Assets will be treated as a grantor trust for federal income tax
purposes and the Class Z-I Certificates and the Class Z-II Certificates
will represent undivided beneficial interests in the Grantor Trust Assets.
With respect to such opinion, such counsel may express its reliance as to
factual matters on the representations and warranties made by, and on
certificates or other documents furnished by officers of, the parties to this
Agreement and the Pooling and Servicing Agreement; may assume the due
authorization, execution and delivery of the instruments and documents referred
to therein by the parties thereto other than the Company; may qualify such
opinion only as to the federal laws of the United States of America, the laws of
the State of New York, the laws of the State of North Carolina and the
corporation law of the State of Delaware; and may, to the extent deemed
necessary by such counsel, rely on the opinion of counsel in the regular employ
of the Company or any affiliate of the Company or independent North Carolina
counsel. Such counsel shall also confirm that the Underwriters may rely, on and
as of the Closing Date, on any opinion or opinions of such counsel submitted to
any Rating Agency as if addressed to the Underwriters and dated the Closing
Date.
(g) You shall have received from Xxxxxx Xxxxxxxx, in-house counsel for the
Company and MLMLI, a favorable opinion, dated the Closing Date and satisfactory
in form and substance to you and counsel for the Underwriters, to the effect
that:
(i) The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(ii) The Company has the corporate power and authority to execute and
deliver, and perform its obligations under, this Agreement.
(iii) Neither the sale of the Underwritten Certificates, nor the
execution or delivery of or performance under this Agreement, nor the
consummation of any
-17-
other of the transactions contemplated herein will conflict with or result
in a breach or violation of any term or provision of, or constitute a
default (or an event which with the passing of time or notification, or
both, would constitute a default) under, the organizational documents of
the Company, or, to the knowledge of such counsel, any indenture or other
agreement or instrument to which the Company is a party or by which it is
bound, or any State of Delaware or federal statute or regulation applicable
to the Company, or, to the knowledge of such counsel, any order of any
State of Delaware or federal court, regulatory body, administrative agency
or governmental body having jurisdiction over the Company.
(iv) MLMLI has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
(v) MLMLI has the corporate power and authority to execute and deliver,
and perform its obligations under, this Agreement.
(vi) To the best knowledge of such counsel, there are no actions,
proceedings or investigations pending before or threatened by any court,
administrative agency or other tribunal to which the Company is a party or
of which any of its properties is the subject (a) which if determined
adversely to the Company would have a material adverse effect on the
business or financial condition of the Company, (b) asserting the
invalidity of this Agreement or the Underwritten Certificates, (c) seeking
to prevent the sale of the Underwritten Certificates or the consummation by
the Company of any of the transactions contemplated by this Agreement, as
the case may be, or (d) which might materially and adversely affect the
performance by the Company of its obligations under, or the validity or
enforceability of, this Agreement or the Underwritten Certificates;
(vii) This Agreement has been duly authorized, executed and delivered
by each of the Company and MLMLI.
(viii) No consent, approval, authorization or order of any federal or
state court or governmental agency or body is required for the consummation
by MLMLI or the Company of the transactions contemplated by this Agreement,
except those consents, approvals, authorizations or orders that previously
have been obtained or as may be required under federal or state securities
laws, as to which such counsel expresses no opinion.
(ix) The fulfillment of the terms of this Agreement will not conflict
with or result in a breach or violation of any term or provision of, or
constitute a default (or an event which with the passing of time or
notification, or both, would constitute a material default) under, the
articles of incorporation or by-laws of MLMLI or, to such counsel's
knowledge, any contract, agreement or other instrument to which MLMLI is a
party or by which it is bound, or any federal statute or regulation
applicable to MLMLI or, to such counsel's knowledge, any
-18-
order of any federal court, regulatory body, administrative agency or
governmental body having jurisdiction over MLMLI.
(x) To the best knowledge of such counsel, there are no actions,
proceedings or investigations pending before or threatened by any court,
administrative agency or other tribunal to which MLMLI is a party or of
which any of its properties is the subject (a) which, if determined
adversely to MLMLI, would have a material adverse effect on the business or
financial condition of MLMLI, (b) asserting the invalidity of this
Agreement, (c) seeking to prevent the consummation by MLMLI of any of the
transactions contemplated by this Agreement or (d) which might materially
and adversely affect the performance by MLMLI of its obligations under, or
the validity or enforceability of this Agreement.
(h) You shall have received from KPMG LLP and/or PricewaterhouseCoopers
LLP, certified public accountants, a letter(s) satisfactory in form and
substance to you and counsel for the Underwriters, to the following effect:
(1) they have performed certain specified procedures as a result of
which they have determined that the information of an accounting,
financial or statistical nature set forth in the Prospectus
Supplement under the headings "Summary of Prospectus Supplement,"
"Description of the Mortgage Pool" and "Yield and Maturity
Considerations" and on Annex A-1, Annex A-2, Annex A-3, Annex A-4
and Annex A-5 agrees with the Master Tape prepared by or on
behalf of the Mortgage Loan Sellers, unless non-material
deviations are otherwise noted in such letter; and
(2) they have compared the data contained in the Master Tape referred
to in the immediately preceding clause (1) to information
contained in an agreed upon sampling of the Mortgage Loan files
and in such other sources as shall be specified by them, and
found such data and information to be in agreement in all
material respects, unless non-material deviations are otherwise
noted in such letter;
(i) You shall have received written confirmation from the Rating Agencies
that the ratings assigned to the Underwritten Certificates on the Closing Date
are as described on Schedule I hereto and that, as of the Closing Date, no
notice has been given of (i) any intended or possible downgrading or (ii) any
review or possible changes in such ratings;
(j) You shall have received from the Secretary or an assistant secretary of
the Trustee, in his individual capacity, a certificate, dated the Closing Date,
to the effect that the information under the heading "Description of the Offered
Certificates - The Trustee" in the Prospectus Supplement is true and correct in
all material respects;
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(k) You shall have received from Xxxxxxx, Xxxxxxxxx, Xxxxxxx & Xxxxxxx,
counsel for the Trustee, a favorable opinion, dated the Closing Date, in form
and substance satisfactory to the Underwriters and counsel for the Underwriters;
(l) You shall have received from the Secretary or an assistant secretary of
the Master Servicer, in his individual capacity, a certificate, dated the
Closing Date, to the effect that the information relating to the Master Servicer
under the heading "Servicing of the Underlying Mortgage Loans--The Initial
Master Servicer and the Initial Special Servicer" in the Prospectus Supplement,
is true and correct in all material respects;
(m) You shall have received from Xxxxxx, Xxx, Xxxxx & Xxxxxxxxx L.L.P.,
counsel for the Master Servicer, a favorable opinion, dated the Closing Date, in
form and substance satisfactory to the Underwriters and counsel for the
Underwriters;
(n) You shall have received from the Secretary or an assistant secretary of
the Special Servicer, in his individual capacity, a certificate, dated the
Closing Date, to the effect that the information relating to the Special
Servicer under the heading "Servicing of the Underlying Mortgage Loans--The
Initial Master Servicer and the Initial Special Servicer" in the Prospectus
Supplement, is true and correct in all material respects;
(o) You shall have received from Xxxxxxx XxXxx, counsel for the Special
Servicer, a favorable opinion, dated the Closing Date, in form and substance
satisfactory to the Underwriters and counsel for the Underwriters;
(p) You shall have received from Xxxxxx Xxxxxxxx, in-house counsel for
XXXXX, as Mortgage Loan Seller, a favorable opinion, dated the Closing Date, in
form the substance satisfactory to the Underwriters and counsel for the
Underwriters;
(q) You shall have received from Xxxxx & XxXxxxxx, special counsel to the
Company, any opinions supplied to the Rating Agencies relating to certain
matters with respect to the Underwritten Certificates, the transfer of the
Mortgage Loans and any other matters related thereto. Any such opinions shall be
dated the Closing Date and addressed to the Underwriters; and
(r) All proceedings in connection with the transactions contemplated by
this Agreement and all documents incident hereto shall be satisfactory in form
and substance to you and counsel for the Underwriters, and you and such counsel
shall have received such additional information, certificates and documents as
you or they may have reasonably requested.
If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, if
the Company is in breach of any covenants or agreements contained herein or if
any of the opinions and certificates referred to above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to you and counsel for the Underwriters, this Agreement and all
obligations of the Underwriters hereunder may be canceled at, or at any time
prior to, the Closing Date by you. Notice of such cancellation shall be given to
the Company in writing, or by telephone or telegraph confirmed in writing.
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7. REIMBURSEMENT OF UNDERWRITERS' EXPENSES. If the sale of the Underwritten
Certificates provided for herein is not consummated because any condition to the
obligations of the Underwriters set forth in Section 6 is not satisfied or
because of any refusal, inability or failure on the part of the Company to
perform any agreement herein or comply with any provision hereof, other than by
reason of a default by any of the Underwriters, the Company will reimburse, or
cause to be reimbursed, the Underwriters severally, upon demand, for all
out-of-pocket expenses (including reasonable fees and disbursements of counsel)
that shall have been incurred by them in connection with the proposed purchase
and sale of the Underwritten Certificates pursuant to the Terms for Xxxxxxx
Xxxxx/WB Joint Securitization, dated April 8, 2002, between Wachovia and Xxxxxxx
Xxxxx & Co.
8. INDEMNIFICATION.
(a) The Company and MLMLI, jointly and severally, agree to indemnify and
hold harmless each Underwriter, its officers and directors and each person, if
any, who controls such Underwriter within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement
(or any amendment thereto), or the omission or alleged omission therefrom
of a material fact required to be stated therein or necessary to make the
statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact contained in the Basic
Prospectus, any Preliminary Prospectus Supplement or the Prospectus
Supplement (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to make
the statements therein, in the light of the circumstances under which they
were made, not misleading; provided the foregoing indemnity shall not inure
to the benefit of any Underwriter (or to the benefit of any person
controlling such Underwriter) from whom the person asserting claims giving
rise to any such losses, claims, damages, expenses or liabilities purchased
Underwritten Certificates if such untrue statement or omission or alleged
untrue statement or omission made in any Preliminary Prospectus Supplement
or Prospectus is eliminated or remedied in the Prospectus or a corrected
and amended Prospectus, as applicable, and, if required by law, a copy of
the Prospectus (as corrected or amended, if applicable) shall not have been
sent to such person at or prior to the written confirmation of the sale of
such Certificates to such person unless such failure to deliver the
Prospectus (as corrected or amended, if applicable) was a result of the
Company's failure to furnish copies thereof in sufficient quantity;
provided, however, that the indemnity provided by this Section 8(a) shall
not apply to any loss, liability, claim, damage or expense to the extent
any such untrue statement or alleged untrue statement or omission or
alleged omission arises out of or is based upon an untrue statement or
omission with respect to Seller Information as defined in Section 7 of each
of the related Mortgage Loan Purchase Agreements (the "Mortgage Loan Seller
Covered Information"); provided further that, the indemnification provided
by this Section
-21-
8 shall not apply to the extent that such untrue statement or omission of a
material fact was made as a result of an error in the manipulation of, or
in any calculations based upon, or in any aggregation of the information
regarding the Mortgage Loans, the related Mortgagors and/or the related
Mortgaged Properties set forth in the Master Tape or Annex A to the
Prospectus Supplement to the extent such information was materially
incorrect in the Master Tape or such Annex A, as applicable, including
without limitation the aggregation of such information relating to the
Mortgage Loans in the Trust Fund or the information provided by the related
Mortgage Loan Sellers;
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with
the written consent of the Company; and
(iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by such Underwriter),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any
such untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under (i) or (ii)
above;
provided, however, that the indemnity provided by this Section 8(a) shall not
apply to any loss, liability, claim, damage or expense to the extent arising out
of any untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information (as specified in
Section 8(b) below) furnished to the Company by such Underwriter expressly for
use in the Registration Statement (or any amendment thereto) or in the Basic
Prospectus, any Preliminary Prospectus Supplement or the Prospectus Supplement
(or any amendment or supplement thereto).
(b) Each Underwriter, severally but not jointly, agrees to indemnify and
hold harmless the Company, its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against
any and all loss, liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, as incurred, but only
with respect to untrue statements or omissions, or alleged untrue statements or
omissions, made in the Registration Statement (or any amendment thereto) or in
the Basic Prospectus, any Preliminary Prospectus Supplement or the Prospectus
Supplement (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
expressly for use in the Registration Statement (or any amendment thereto) or in
the Basic Prospectus, such Preliminary Prospectus Supplement or the Prospectus
Supplement (or any amendment or supplement thereto); provided, that no such
material misstatement or omission arises from an error or omission in
information relating to the underlying data regarding the
-22-
Mortgage Loans or the related Mortgagors or Mortgaged Properties provided by the
Company or any Mortgage Loan Seller to such Underwriter; in addition, each
Underwriter, severally but not jointly, shall indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement and each person, if any, who controls the Company within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any
and all losses, liabilities, claims and damages as incurred arising out of any
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission of a material fact contained in any Term Sheets or
Computational Materials which, when read together with any Preliminary
Prospectus Supplement and the Prospectus Supplement, was required to be stated
therein or necessary to make the statements therein not misleading; provided,
that no such material misstatement or omission arises from an error or omission
in information relating to the underlying data regarding the Mortgage Loans or
the related Mortgagors or Mortgaged Properties provided by the Company or any
Mortgage Loan Seller to such Underwriter; and provided, further, that any such
Term Sheets or Computational Materials were prepared by such Underwriter and
distributed by such Underwriter.
It is hereby acknowledged that (i) the statements set forth in the first,
second, third and fifth sentences of the last paragraph on the cover of the
Prospectus Supplement, (ii) the statements in the second paragraph, the third
paragraph and the first sentence of the seventh paragraph under the heading
"Method of Distribution" in the Prospectus Supplement and (iii) the statements
in any Computational Materials and Term Sheets delivered by the Underwriters to
the Company for filing with the Commission pursuant to this Agreement and the
No-Action Letters, constitute the only written information furnished to the
Company by the Underwriters expressly for use in the Registration Statement (or
any amendment thereto) or in the Basic Prospectus, the Preliminary Prospectus
Supplement or the Prospectus Supplement (or any amendment or supplement
thereto).
(c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
which it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of any such
action and, to the extent that it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from the
indemnified party, to assume the defense thereof, with counsel satisfactory to
such indemnified party. In any such proceeding, any indemnified party shall have
the right to retain its own counsel, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have agreed to the retention of such
counsel, or (ii) the indemnifying party shall not have assumed the defense of
such action, with counsel satisfactory to the indemnified party, within a
reasonable period following the indemnifying party's receiving notice of such
action, or (iii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. In no event shall
the indemnifying party or parties be liable for fees and expenses of more than
one counsel (or, in the event the Company is the indemnifying party, one counsel
for each Underwriter) (in addition to any local counsel) separate from its or
their own counsel for all indemnified parties in connection with any one action
or
-23-
separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. Unless it shall assume the
defense of any proceeding, an indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent but, if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party shall indemnify the indemnified party from and against any
loss or liability by reason of such settlement or judgment. If an indemnifying
party assumes the defense of any proceeding, it shall be entitled to settle such
proceeding with the consent of the indemnified party or, if such settlement
provides for release of the indemnified party in connection with all matters
relating to the proceeding that have been asserted against the indemnified party
in such proceeding by the other parties to such settlement, without the consent
of the indemnified party.
(d) The indemnity agreements contained in this Section 8 shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by the Company, the Underwriters, any of
their respective directors or officers, or any person controlling the Company or
the Underwriters, and (iii) acceptance of and payment for any of the
Underwritten Certificates.
(e) Each Underwriter, severally but not jointly, will indemnify and hold
harmless any other Underwriter and each person, if any, who controls such
Underwriter within the meaning of either the 1933 Act or the 1934 Act
(collectively, the "Non-Indemnifying Underwriter") from and against any and all
loss, liability, claim, damage and expense whatsoever, as incurred that arise
out of or are based upon (i) any untrue statement of material fact contained in
any Computational Materials or Term Sheets (other than the Computational
Materials and Term Sheets attached hereto as Exhibit A and Exhibit B) prepared
by such indemnifying Underwriter or any member of its selling group, in
connection with the Underwritten Certificates or in any revision or amendment
thereof or supplement thereto or (ii) the failure of such indemnifying
Underwriter, or any member of its selling group, to comply with any provision of
Section 4(b) hereof, and agrees to reimburse each such Non-Indemnifying
Underwriter, as incurred for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such loss, liability,
claim, damage or expense; provided, that the indemnity provided by this Section
8(e) shall not apply to the extent that such indemnifying Underwriter is
entitled under any Mortgage Loan Purchase Agreement to seek indemnity for such
loss, liability, claim, damage or expense from a Mortgage Loan Seller affiliated
with the Underwriter seeking indemnification. This indemnity agreement will be
in addition to any liability that any Underwriter may otherwise have.
9. CONTRIBUTION.
(a) In order to provide for just and equitable contribution in
circumstances in which the indemnity agreement provided for in Section 8 hereof
is for any reason held to be unenforceable by the indemnified parties although
applicable in accordance with its terms, or if such indemnification provided for
in Section 8 hereof is insufficient in respect of any losses, liabilities,
claims or damages referred to therein, the Company and MLMLI, jointly and
severally, and the Underwriters, severally, shall contribute to the aggregate
losses, liabilities, claims, damages and expenses of the nature contemplated by
said indemnity agreement incurred by the Company and the Underwriters, as
incurred, (i) in such proportion as is appropriate to
-24-
reflect the relative benefits received by the Company on the one hand and each
Underwriter on the other from the offering of the Underwritten Certificates or
(ii) if the allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the Company on the one hand and of the Underwriters on the other in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company on the one hand and of the Underwriters on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission;
provided, however, that no person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation; and
provided, further, that in no event shall any Underwriter be obligated to
contribute more than its share of the underwriting discounts and commissions
pertaining to the Underwritten Certificates less any damages otherwise paid by
such Underwriter with respect to such loss, liability, claim, damage or expense.
It is hereby acknowledged that the respective Underwriters' obligations under
this Section 9 shall be several and not joint. For purposes of this Section,
each person, if any, who controls an Underwriter within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act, and such Underwriter's
directors, shall have the same rights to contribution as such Underwriter, and
each director of the Company, each officer of the Company who signed the
Registration Statement, and each person, if any, who controls the Company within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall
have the same rights to contribution as the Company.
(b) The parties hereto agree that it would not be just and equitable if
contribution were determined by pro rata allocation or by any other method of
allocation that does not take account of the considerations referred to in
subsection (a) above. The amount paid or payable by an indemnified party as a
result of the losses, liabilities, claims or damages referred to in Section 8 or
this Section 9 shall be deemed to include any legal fees and disbursements or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such claim except where the indemnified party is
required to bear such expenses, which expenses the indemnifying party shall pay
as and when incurred, at the request of the indemnified party, to the extent
that it is reasonable to believe that the indemnifying party will be ultimately
obligated to pay such expenses. In the event that any expenses so paid by the
indemnifying party are subsequently determined to not be required to be borne by
the indemnifying party hereunder, the party which received such payment shall
promptly refund the amount so paid to the party which made such payment. The
remedies provided for in Section 8 and this Section 9 are not exclusive and
shall not limit any rights or remedies that may otherwise be available to any
indemnified party at law or in equity.
(c) The contribution agreements contained in this Section 9 shall remain
operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by the Company, the Underwriters, any of
their respective directors or officers, or any person controlling the Company or
the Underwriters, and (iii) acceptance of and payment for any of the
Underwritten Certificates.
-25-
10. DEFAULT BY AN UNDERWRITER. If any one or more Underwriters shall fail
to purchase and pay for any of the Underwritten Certificates agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally (in the respective proportions which the portion of the Underwritten
Certificates set forth opposite their names in Schedule II hereto bears to the
aggregate amount of Underwritten Certificates set forth opposite the names of
all the remaining Underwriters) to purchase the Underwritten Certificates that
the defaulting Underwriter or Underwriters agreed but failed to purchase;
provided, however, that in the event that the amount of Underwritten
Certificates that the defaulting Underwriter or Underwriters agreed but failed
to purchase shall exceed 10% of the aggregate principal amount of Underwritten
Certificates set forth in Schedule II hereto, the remaining Underwriters shall
have the right to purchase all, but shall not be under any obligation to
purchase any, of the Underwritten Certificates, and if such nondefaulting
Underwriters do not purchase all of the Underwritten Certificates, this
Agreement will terminate without liability to any nondefaulting Underwriter or
the Company, except as provided in Section 11 or Section 12. In the event of a
default by any Underwriter as set forth in this Section 10, the Closing Date for
the Underwritten Certificates shall be postponed for such period, not exceeding
ten business days, as you shall determine in order that the required changes in
the Registration Statement and the Prospectus Supplement or in any other
documents or arrangements may be effected. Nothing contained in this Agreement
shall relieve any defaulting Underwriter of its liability, if any, to the
Company and any nondefaulting Underwriter for damages occasioned by its default
hereunder.
11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. All
representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter, or by or on behalf of the
Company, or by or on behalf of any of the controlling persons and officers and
directors referred to in Sections 8 and 9, and shall survive delivery of the
Underwritten Certificates to the Underwriters.
12. TERMINATION OF AGREEMENT; SURVIVAL.
(a) The Underwriters may terminate this Agreement, by notice to the
Company, at any time at or prior to the Closing Date (i) if there has occurred,
since the date of this Agreement or since the respective dates as of which
information is given in the Registration Statement and the Prospectus, any
material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company or of any
Mortgage Loan Seller, whether or not arising in the ordinary course of business,
or (ii) if there has occurred any outbreak of hostilities or escalation thereof
or other calamity or crisis, the effect of which is such as to make it, in the
reasonable judgment of any Underwriter, impracticable or inadvisable to market
the Underwritten Certificates or to enforce contracts for the sale of the
Underwritten Certificates, or (iii) if trading in any securities of the Company
or of any Mortgage Loan Seller has been suspended or limited by the Commission,
the New York Stock Exchange or the Nasdaq National Market, or if trading
generally on the American Stock Exchange or the New York Stock Exchange or on
the Nasdaq National Market has been suspended or limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have
-26-
been required, by any of said exchanges or by such system or by order of the
Commission, the National Association of Securities Dealers, Inc. or any other
governmental authority, or a material disruption has occurred in securities
settlement or clearance services in the United States or with respect to
Clearstream or Euroclear systems in Europe, or (iv) if a banking moratorium has
been declared by either federal or New York authorities
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
as provided in Section 11 or Section 12 (c).
(c) The provisions of Section 5(e) regarding the payment of costs and
expenses and the provisions of Sections 8 and 9 hereof shall survive the
termination of this Agreement, whether such termination is pursuant to this
Section 12 or otherwise.
13. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if mailed or transmitted by
any standard form of telecommunication. Notice to Xxxxxxx Lynch, Xxxxxx, Xxxxxx
& Xxxxx Incorporated shall be directed to it at North Tower, World Financial
Center, New York, New York 10281, Attention: Real Estate Investment Banking;
notice to Wachovia Securities, Inc. shall be directed to it at One Wachovia
Center, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0166,
Attention: Xxxxxxx X. Xxxxxx, with a copy to Xxxxxxx X. Xxxxxxx, Esq. at One
Wachovia Center, 000 Xxxxx Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000-0166; notice to Deutsche Bank Securities Inc. shall be directed
to it at 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; notice to the Company
shall be directed to it at 4 World Financial Center, 10th Floor, 000 Xxxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: President; and notice to Xxxxxxx
Xxxxx Mortgage Lending, Inc. shall be directed to it at 4 World Financial
Center, 10th Floor, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000; or, in any case,
such other address as may hereafter be furnished by the Underwriters, MLMLI or
the Company to the other such parties in writing.
-27-
14. PARTIES. This Agreement shall inure to the benefit of and be binding
upon each of the Underwriters, the Company and MLMLI and their respective
successors. Nothing expressed or mentioned in this Agreement is intended or
shall be construed to give any person, firm or corporation, other than the
Underwriters, the Company and MLMLI and their respective successors and the
controlling persons and officers and directors referred to in Sections 8 and 9
and their heirs and legal representatives, any legal or equitable right, remedy
or claim under or in respect of this Agreement or any provision herein
contained. This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Underwriters, the Company and
MLMLI and their respective successors, and said controlling persons and officers
and directors and their heirs and legal representatives, and for the benefit of
no other person, firm or corporation. No purchaser of Underwritten Certificates
from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.
15. APPLICABLE LAW; COUNTERPARTS. This Agreement will be governed by and
construed in accordance with the laws of the State of New York applicable to
agreements made and to be performed entirely in said State. This Agreement may
be executed in any number of counterparts, each of which shall for all purposes
be deemed to be an original and all of which shall together constitute but one
and the same instrument.
-28-
If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this letter and
your acceptance shall represent a binding agreement among the Company, MLMLI and
the several Underwriters.
Very truly yours,
XXXXXXX XXXXX MORTGAGE
INVESTORS, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
------------------------
Name: Xxxxxxx X. XxXxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX MORTGAGE LENDING,
INC.
By: /s/ Xxxxxx Xxx
--------------
Name: Xxxxxx Xxx
Title: Senior Vice President
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
XXXXXXX XXXXX, XXXXXX XXXXXX &
XXXXX INCORPORATED
By: /s/ Xxxxxx Xxx
--------------
Name: Xxxxxx Xxx
Title: Authorized Signatory
WACHOVIA SECURITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
DEUTSCHE BANK SECURITIES INC.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Managing Director
SCHEDULE I
UNDERWRITING AGREEMENT DATED JUNE 26, 2002:
As used in this Schedule I, the term "Registration Statement" refers to
registration statement No. 333-84456 filed by the Company on Form S-3 and
declared effective on March 28, 2002. The term "Basic Prospectus" refers to the
form of prospectus in the Registration Statement or such later form as most
recently filed by the Company pursuant to Rule 424(b) under the Securities Act
of 1933, as amended. The term "Prospectus Supplement" refers to the supplement
dated June 26, 2002, to the Basic Prospectus, relating to the mortgage
pass-through certificates being sold pursuant to the Underwriting Agreement (the
"Underwritten Certificates").
MORTGAGE POOL:
One hundred and one commercial and multifamily mortgage loans, having an
aggregate principal balance, after giving effect to payments of principal due on
or before July 1, 2002, and with respect to one Mortgage Loan, July 10, 2002
(the "Cut-Off Date") of $1,082,600,757, as described in the Prospectus
Supplement, and otherwise complying in all material respects with the
description thereof set forth in the Prospectus Supplement.
TITLE, PURCHASE PRICE AND DESCRIPTION OF UNDERWRITTEN CERTIFICATES:
Xxxxxxx Xxxxx Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1, Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C
and Class D.
----------------------------------------------------------------------------------------------------------------------
CLOSING DATE
AGGREGATE
CERTIFICATE PURCHASE PRICE
DESIGNATION PRINCIPAL BALANCE PASS -THROUGH RATE XXXXX'X/S&P RATING(1) PERCENTAGE(2)
----------------------------------------------------------------------------------------------------------------------
Class A-1 $67,917,000 3.8890% Aaa/AAA 100.0028%
----------------------------------------------------------------------------------------------------------------------
Class A-2 $97,857,000 4.9290% Aaa/AAA 100.5044%
----------------------------------------------------------------------------------------------------------------------
Class A-3 $120,974,000 5.4030% Aaa/AAA 100.5037%
----------------------------------------------------------------------------------------------------------------------
Class A-4 $559,033,000 5.6190% Aaa/AAA 100.5017%
----------------------------------------------------------------------------------------------------------------------
Class B $41,951,000 5.7470% Aa2/AA 100.5046%
----------------------------------------------------------------------------------------------------------------------
Class C $46,011,000 5.8450% A2/A 100.5012%
----------------------------------------------------------------------------------------------------------------------
Class D $10,826,000 5.9040% A3/A- 100.5008%
----------------------------------------------------------------------------------------------------------------------
--------------------
(1) By each of Xxxxx'x Rating Services, Inc. and Standard & Poor's Ratings
Services, a division of The XxXxxx-Xxxx Companies, Inc.
(2) There shall be added to the purchase price for each Class of Underwritten
Certificates accrued interest, if any, at the initial Pass-Through Rate for
such Class from July 1, 2002, up to, but not including, the Closing Date.
Credit Support and Other Terms and Conditions of the Underwritten
Certificates: As described in the Prospectus Supplement.
Closing Date and Location: 10:00 a.m. (New York City time) on July 11,
2002, at the offices of Xxxxx & XxXxxxxx, New York, New York; except that
delivery of the Underwritten Certificates shall be made through the
facilities of The Depository Trust Company.
Initial Public Offering Price: The Underwritten Certificates will be offered to
the public in negotiated transactions or otherwise at varying prices to be
determined at the time of sale.
-2-
SCHEDULE II
Underwriting Agreement dated June 26, 2002
Approximate Aggregate Principal Amount of Certificates to Underwriters Class to
be Purchased by Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated.
--------------------------------------------------------------------------------
Class A-1 $33,958,500
--------------------------------------------------------------------------------
Class A-2 $48,928,500
--------------------------------------------------------------------------------
Class A-3 $60,487,000
--------------------------------------------------------------------------------
Class A-4 $267,016,500
--------------------------------------------------------------------------------
Class B $20,975,500
--------------------------------------------------------------------------------
Class C $23,005,500
--------------------------------------------------------------------------------
Class D $5,413,000
--------------------------------------------------------------------------------
Wachovia Securities, Inc.
--------------------------------------------------------------------------------
Class A-1 $33,958,500
--------------------------------------------------------------------------------
Class A-2 $48,928,500
--------------------------------------------------------------------------------
Class A-3 $60,487,000
--------------------------------------------------------------------------------
Class A-4 $267,016,500
--------------------------------------------------------------------------------
Class B $20,975,500
--------------------------------------------------------------------------------
Class C $23,005,500
--------------------------------------------------------------------------------
Class D $5,413,000
--------------------------------------------------------------------------------
Deutsche Bank Securities Inc.
--------------------------------------------------------------------------------
Class A-1 $0
--------------------------------------------------------------------------------
Class A-2 $0
--------------------------------------------------------------------------------
Class A-3 $0
--------------------------------------------------------------------------------
Class A-4 $25,000,000
--------------------------------------------------------------------------------
Class B $0
--------------------------------------------------------------------------------
Class C $0
--------------------------------------------------------------------------------
Class D $0
--------------------------------------------------------------------------------
EXHIBIT A
June 26, 2002 04:12PM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLMT_2002_MW1_PRICING_L Class A1
Current Balance: $67,917,000.00 Current Coupon: 3.889%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------- ------------- ------------- ------------- -------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------- ------------- ------------- ------------- -------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
99-00 4.265 2.56 4.265 2.56 4.265 2.56 4.266 2.56 4.269 2.54
99-04 4.216 4.216 4.216 4.217 4.219
99-08 4.167 4.167 4.167 4.167 4.170
99-12 4.118 4.118 4.118 4.118 4.120
99-16 4.069 2.57 4.069 2.57 4.069 2.57 4.069 2.57 4.071 2.54
99-20 4.020 4.020 4.020 4.021 4.021
99-24 3.972 3.972 3.972 3.972 3.972
99-28 3.923 3.923 3.923 3.923 3.923
100-00 3.875 2.58 3.875 2.58 3.874 2.57 3.874 2.57 3.874 2.55
100-04 3.826 3.826 3.826 3.826 3.825
100-08 3.778 3.778 3.778 3.778 3.776
100-12 3.730 3.729 3.729 3.729 3.727
100-16 3.681 2.58 3.681 2.58 3.681 2.58 3.681 2.58 3.679 2.55
100-20 3.633 3.633 3.633 3.633 3.630
100-24 3.585 3.585 3.585 3.585 3.582
100-28 3.538 3.537 3.537 3.537 3.533
101-00 3.490 2.59 3.489 2.59 3.489 2.59 3.489 2.58 3.485 2.56
WAL 2.800 2.798 2.796 2.794 2.766
1st Prin 08/12/02 08/12/02 08/12/02 08/12/02 08/12/02
Mat. 02/12/07 02/12/07 01/12/07 01/12/07 11/12/06
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-213 1-223 -1-00 100-29 -1-00 -1-00 101-21 -1-00 100-30+ 99-06+
Yield: 1.7000 1.7390 2.0580 2.6960 3.1103 3.5247 3.9390 4.2414 4.6950 5.3970
Curve Date: 06/26/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 21, 2002 08:49AM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1 Class A1
Current Balance: $286,748,000.00 Current Coupon: 5.14%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
99-00 5.374 4.72 5.375 4.72 5.375 4.71 5.375 4.70 5.378 4.63
99-04 5.348 5.348 5.348 5.348 5.351
99-08 5.321 5.321 5.321 5.322 5.324
99-12 5.294 5.295 5.295 5.295 5.296
99-16 5.268 4.73 5.268 4.73 5.268 4.72 5.268 4.71 5.269 4.64
99-20 5.241 5.242 5.242 5.242 5.242
99-24 5.215 5.215 5.215 5.215 5.215
99-28 5.189 5.189 5.189 5.189 5.188
100-00 5.162 4.74 5.162 4.73 5.162 4.73 5.162 4.72 5.162 4.65
100-04 5.136 5.136 5.136 5.136 5.135
100-08 5.110 5.110 5.109 5.109 5.108
100-12 5.083 5.083 5.083 5.083 5.081
100-16 5.057 4.75 5.057 4.74 5.057 4.73 5.057 4.72 5.055 4.66
100-20 5.031 5.031 5.031 5.030 5.028
100-24 5.005 5.005 5.004 5.004 5.001
100-28 4.979 4.979 4.978 4.978 4.975
101-00 4.953 4.76 4.953 4.75 4.952 4.74 4.952 4.73 4.948 4.66
WAL 5.700 5.691 5.680 5.665 5.568
1st Prin 08/12/02 08/12/02 08/12/02 08/12/02 08/12/02
Mat. 08/12/11 08/12/11 08/12/11 07/12/11 05/12/11
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-21+ 1-24 -1-00 100-22 -1-00 -1-00 101-10+ -1-00 100-17+ 99-141
Yield: 1.7000 1.7900 2.1550 2.8850 3.2810 3.6770 4.0730 4.3650 4.8030 5.4130
Curve Date: 06/14/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 21, 2002 08:49AM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1 Class A2
Current Balance: $559,033,000.00 Current Coupon: 5.783%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
99-16 5.898 7.18 5.898 7.17 5.898 7.15 5.898 7.14 5.899 7.03
99-20 5.881 5.881 5.881 5.881 5.881
99-24 5.863 5.863 5.863 5.863 5.864
99-28 5.846 5.846 5.846 5.846 5.846
100-00 5.829 7.19 5.829 7.18 5.828 7.16 5.828 7.15 5.828 7.04
100-04 5.811 5.811 5.811 5.811 5.810
100-08 5.794 5.794 5.794 5.794 5.793
100-12 5.777 5.776 5.776 5.776 5.775
100-16 5.759 7.19 5.759 7.18 5.759 7.17 5.759 7.16 5.757 7.05
100-20 5.742 5.742 5.742 5.741 5.740
100-24 5.725 5.725 5.724 5.724 5.722
100-28 5.708 5.707 5.707 5.707 5.705
101-00 5.690 7.20 5.690 7.19 5.690 7.18 5.690 7.17 5.687 7.05
101-04 5.673 5.673 5.673 5.672 5.670
101-08 5.656 5.656 5.656 5.655 5.652
101-12 5.639 5.639 5.638 5.638 5.635
101-16 5.622 7.21 5.622 7.20 5.621 7.19 5.621 7.17 5.617 7.06
WAL 9.605 9.588 9.567 9.538 9.342
1st Prin 08/12/11 08/12/11 08/12/11 07/12/11 05/12/11
Mat. 06/12/12 06/12/12 05/12/12 05/12/12 02/12/12
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-21+ 1-24 -1-00 100-22 -1-00 -1-00 101-10+ -1-00 100-17+ 99-141
Yield: 1.7000 1.7900 2.1550 2.8850 3.2810 3.6770 4.0730 4.3650 4.8030 5.4130
Curve Date:06/14/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 21, 2002 08:49AM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1 Class B
Current Balance: $41,951,000.00 Current Coupon: 5.929%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
99-16 6.046 7.30 6.046 7.30 6.046 7.30 6.047 7.26 6.047 7.15
99-20 6.029 6.029 6.029 6.029 6.030
99-24 6.012 6.012 6.012 6.012 6.012
99-28 5.995 5.995 5.995 5.995 5.995
100-00 5.978 7.31 5.978 7.31 5.978 7.31 5.978 7.27 5.977 7.16
100-04 5.961 5.961 5.961 5.961 5.960
100-08 5.944 5.944 5.944 5.944 5.943
100-12 5.927 5.927 5.927 5.926 5.925
100-16 5.910 7.32 5.910 7.32 5.910 7.32 5.909 7.28 5.908 7.17
100-20 5.893 5.893 5.893 5.892 5.891
100-24 5.876 5.876 5.876 5.875 5.873
100-28 5.859 5.859 5.859 5.858 5.856
101-00 5.842 7.33 5.842 7.33 5.842 7.33 5.841 7.29 5.839 7.17
101-04 5.825 5.825 5.825 5.824 5.822
101-08 5.809 5.809 5.808 5.807 5.804
101-12 5.792 5.792 5.792 5.791 5.787
101-16 5.775 7.34 5.775 7.34 5.775 7.34 5.774 7.30 5.770 7.18
WAL 9.919 9.919 9.918 9.848 9.643
1st Prin 06/12/12 06/12/12 05/12/12 05/12/12 02/12/12
Mat. 06/12/12 06/12/12 06/12/12 06/12/12 03/12/12
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-21+ 1-24 -1-00 100-22 -1-00 -1-00 101-10+ -1-00 100-17+ 99-141
Yield: 1.7000 1.7900 2.1550 2.8850 3.2810 3.6770 4.0730 4.3650 4.8030 5.4130
Curve Date:06/14/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 21, 2002 08:49AM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1 Class C
Current Balance: $46,011,000.00 Current Coupon: 6.047%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
99-16 6.167 7.26 6.167 7.26 6.167 7.26 6.167 7.26 6.168 7.12
99-20 6.150 6.150 6.150 6.150 6.150
99-24 6.133 6.133 6.133 6.133 6.133
99-28 6.115 6.115 6.115 6.115 6.115
100-00 6.098 7.27 6.098 7.27 6.098 7.27 6.098 7.27 6.098 7.13
100-04 6.081 6.081 6.081 6.081 6.080
100-08 6.064 6.064 6.064 6.064 6.063
100-12 6.047 6.047 6.047 6.047 6.045
100-16 6.030 7.28 6.030 7.28 6.030 7.28 6.030 7.28 6.028 7.14
100-20 6.013 6.013 6.013 6.013 6.011
100-24 5.996 5.996 5.996 5.996 5.993
100-28 5.979 5.979 5.979 5.979 5.976
101-00 5.962 7.28 5.962 7.28 5.962 7.28 5.962 7.28 5.959 7.15
101-04 5.945 5.945 5.945 5.945 5.941
101-08 5.928 5.928 5.928 5.928 5.924
101-12 5.911 5.911 5.911 5.911 5.907
101-16 5.894 7.29 5.894 7.29 5.894 7.29 5.894 7.29 5.890 7.16
WAL 9.919 9.919 9.919 9.919 9.669
1st Prin 06/12/12 06/12/12 06/12/12 06/12/12 03/12/12
Mat. 06/12/12 06/12/12 06/12/12 06/12/12 03/12/12
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-21+ 1-24 -1-00 100-22 -1-00 -1-00 101-10+ -1-00 100-17+ 99-141
Yield: 1.7000 1.7900 2.1550 2.8850 3.2810 3.6770 4.0730 4.3650 4.8030 5.4130
Curve Date:06/14/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 21, 2002 08:49AM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1 Class D
Current Balance: $10,826,000.00 Current Coupon: 6.145%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
99-16 6.268 7.22 6.268 7.22 6.268 7.22 6.268 7.22 6.268 7.09
99-20 6.250 6.250 6.250 6.250 6.251
99-24 6.233 6.233 6.233 6.233 6.233
99-28 6.216 6.216 6.216 6.216 6.215
100-00 6.198 7.23 6.198 7.23 6.198 7.23 6.198 7.23 6.198 7.10
100-04 6.181 6.181 6.181 6.181 6.180
100-08 6.164 6.164 6.164 6.164 6.163
100-12 6.147 6.147 6.147 6.147 6.145
100-16 6.129 7.24 6.129 7.24 6.129 7.24 6.129 7.24 6.128 7.11
100-20 6.112 6.112 6.112 6.112 6.110
100-24 6.095 6.095 6.095 6.095 6.093
100-28 6.078 6.078 6.078 6.078 6.075
101-00 6.061 7.25 6.061 7.25 6.061 7.25 6.061 7.25 6.058 7.12
101-04 6.044 6.044 6.044 6.044 6.041
101-08 6.027 6.027 6.027 6.027 6.023
101-12 6.010 6.010 6.010 6.010 6.006
101-16 5.993 7.26 5.993 7.26 5.993 7.26 5.993 7.26 5.989 7.13
WAL 9.919 9.919 9.919 9.919 9.669
1st Prin 06/12/12 06/12/12 06/12/12 06/12/12 03/12/12
Mat. 06/12/12 06/12/12 06/12/12 06/12/12 03/12/12
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-21+ 1-24 -1-00 100-22 -1-00 -1-00 101-10+ -1-00 100-17+ 99-141
Yield: 1.7000 1.7900 2.1550 2.8850 3.2810 3.6770 4.0730 4.3650 4.8030 5.4130
Curve Date:06/14/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 21, 2002 08:49AM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1 Class XP
Current Balance: $993,674,000.00 Current Coupon: 1.76312%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
6-16 10.790 2.60 10.790 2.60 10.790 2.60 10.790 2.60 10.790 2.60
6-20 10.066 10.066 10.066 10.066 10.066
6-24 9.365 9.365 9.365 9.365 9.365
6-28 8.684 8.684 8.684 8.684 8.684
7-00 8.023 2.72 8.023 2.72 8.023 2.72 8.023 2.72 8.023 2.72
7-04 7.382 7.382 7.382 7.382 7.382
7-08 6.758 6.758 6.758 6.758 6.758
7-12 6.151 6.151 6.151 6.151 6.151
7-16 5.561 2.84 5.561 2.84 5.561 2.84 5.561 2.84 5.561 2.84
7-20 4.986 4.986 4.986 4.986 4.986
7-24 4.426 4.426 4.426 4.426 4.426
7-28 3.880 3.880 3.880 3.880 3.880
8-00 3.348 2.95 3.348 2.95 3.348 2.95 3.348 2.95 3.348 2.95
8-04 2.829 2.829 2.829 2.829 2.828
8-08 2.322 2.322 2.322 2.322 2.322
8-12 1.827 1.827 1.827 1.827 1.827
8-16 1.343 3.06 1.343 3.06 1.343 3.06 1.343 3.06 1.343 3.06
WAL 5.760 5.760 5.760 5.760 5.760
1st Prin 07/12/03 07/12/03 07/12/03 07/12/03 07/12/03
Mat. 07/12/09 07/12/09 07/12/09 07/12/09 07/12/09
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-21+ 1-24 -1-00 100-22 -1-00 -1-00 101-10+ -1-00 100-17+ 99-141
Yield: 1.7000 1.7900 2.1550 2.8850 3.2810 3.6770 4.0730 4.3650 4.8030 5.4130
Curve Date:06/14/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 21, 2002 08:49AM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1 Class XC
Current Balance: $1,082,600,757.38 Current Coupon: 0.190284%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
2-04+ 17.346 4.90 17.305 4.90 17.250 4.89 17.167 4.89 16.532 4.85
2-08+ 16.203 16.160 16.105 16.021 15.377
2-12+ 15.141 15.098 15.042 14.957 14.305
2-16+ 14.151 14.108 14.051 13.965 13.305
2-20+ 13.224 5.26 13.181 5.26 13.123 5.26 13.037 5.25 12.370 5.21
2-24+ 12.354 12.310 12.252 12.164 11.491
2-28+ 11.534 11.489 11.431 11.343 10.663
3-00+ 10.759 10.714 10.655 10.566 9.880
3-04+ 10.025 5.56 9.979 5.55 9.920 5.55 9.830 5.54 9.138 5.50
3-08+ 9.327 9.282 9.222 9.131 8.434
3-12+ 8.664 8.617 8.557 8.466 7.763
3-16+ 8.030 7.984 7.923 7.831 7.124
3-20+ 7.425 5.80 7.379 5.79 7.318 5.79 7.225 5.78 6.513 5.74
3-24+ 6.846 6.799 6.738 6.645 5.928
3-28+ 6.291 6.244 6.182 6.089 5.367
4-00+ 5.758 5.711 5.649 5.554 4.829
4-04+ 5.246 6.00 5.198 6.00 5.136 5.99 5.041 5.98 4.311 5.94
WAL 8.656 8.644 8.629 8.606 8.434
1st Prin 08/12/02 08/12/02 08/12/02 08/12/02 08/12/02
Mat. 07/12/19 07/12/19 07/12/19 07/12/19 04/12/19
--------------------------------------------------------------------------------
Treasury Curve
3mo 6mo 1yr 2yr 3yr 4yr 5yr 7yr 10yr 30yr
Price: 1-21+ 1-24 -1-00 100-22 -1-00 -1-00 101-10+ -1-00 100-17+ 99-141
Yield: 1.7000 1.7900 2.1550 2.8850 3.2810 3.6770 4.0730 4.3650 4.8030 5.4130
Curve Date:06/14/2002
--------------------------------------------------------------------------------
Recipient must read the information in the attached underwriter's statement
regarding computational materials and other information (the 'Statement'). If
the statement is not attached, please contact your account representative. Do
not use or rely on this information if you have not received and reviewed the
Statement.
--------------------------------------------------------------------------------
June 24, 2002 01:16PM Xxxxxxx Xxxxx & Company
Settlement: July 11, 2002 HyperStruct
Last Payment: None Next Payment: August 12, 2002
PRICE/YIELD TO MATURITY Table for MLWB0617A1_A1_SPLIT1 Class A4
Current Balance: $97,857,000.00 Current Coupon: 5.056%
ML WB Prelim
--------------------------------------------------------------------------------
No default scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Scenario Assumption
------------ ------------ ------------ ------------ ------------
0 CPY 25 CPY 50 CPY 75 CPY 100 CPY
------------ ------------ ------------ ------------ ------------
Xxxxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx Xxxxx Xxx
----- ----- ---- ----- ---- ----- ---- ----- ---- ----- ----
99-22 5.146 4.39 5.146 4.38 5.146 4.38 5.146 4.36 5.147 4.28
99-24 5.131 5.131 5.131 5.131 5.132
99-26 5.117 5.117 5.117 5.117 5.117
99-28 5.103 5.103 5.103 5.103 5.103
99-30 5.089 4.39 5.089 4.39 5.089 4.38 5.089 4.37 5.088 4.28
100-00 5.074 5.074 5.074 5.074 5.073
100-02 5.060 5.060 5.060 5.060 5.059
100-04 5.046 5.046 5.046 5.046 5.044
100-06 5.032 4.40 5.032 4.39 5.032 4.38 5.031 4.37 5.030 4.28
100-08 5.018 5.018 5.017 5.017 5.015
100-10 5.004 5.003 5.003 5.003 5.001
100-12 4.989 4.989 4.989 4.989 4.986
100-14 4.975 4.40 4.975 4.39 4.975 4.38 4.974 4.37 4.972 4.28
100-16 4.961 4.961 4.961 4.960 4.957
100-18 4.947 4.947 4.946 4.946 4.943
100-20 4.933 4.933 4.932 4.932 4.928
100-22 4.919 4.40 4.919 4.39 4.918 4.39 4.918 4.37 4.914 4.28
100-24 4.905 4.904 4.904 4.903 4.899
100-26 4.891 4.890 4.890 4.889 4.885
100-28 4.877 4.876 4.876 4.875 4.870
100-30 4.863 4.40 4.862 4.40 4.862 4.39 4.861 4.38 4.856 4.29
101-00 4.848 4.848 4.848 4.847 4.841
101-02 4.834 4.834 4.834 4.833 4.827
101-04 4.820 4.820 4.819 4.819 4.813
101-06 4.806 4.40 4.806 4.40 4.805 4.39 4.805 4.38 4.798 4.29
101-08 4.792 4.792 4.791 4.791 4.784
101-10 4.778 4.778 4.777 4.776 4.770
101-12 4.764 4.764 4.763 4.762 4.755
WAL 5.100 5.092 5.081 5.066 4.950
1st Prin 02/12/07 02/12/07 01/12/07 01/12/07 11/12/06
Mat. 11/12/08 11/12/08 10/12/08 10/12/08 08/12/08
--------------------------------------------------------------------------------
June 24, 2002 01:20PM Xxxxxxx Xxxxx Capital Markets
Settlement: July 11, 2002 HyperStruct
Cashflow Report for MLWB0617A1_A1_SPLIT1 Class A4
ML WB PRELIM
--------------------------------------------------------------------------------
Scen. Name:pricing, 0 CPR, No default scenario exists
No reinvestment scenario exists
Prepay scenario is not a complex prepay.
--------------------------------------------------------------------------------
Net
Notional Coupon
per date Balance Balance Rate Principal Interest Cashflow
0 07/01/2002 97857000.00 0.00
1 08/12/2002 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
2 09/12/2002 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
3 10/12/2002 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
4 11/12/2002 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
5 12/12/2002 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
6 01/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
7 02/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
8 03/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
9 04/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
10 05/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
11 06/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
12 07/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
13 08/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
14 09/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
15 10/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
16 11/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
17 12/12/2003 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
18 01/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
19 02/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
20 03/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
21 04/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
22 05/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
23 06/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
24 07/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
25 08/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
26 09/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
27 10/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
28 11/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
29 12/12/2004 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
30 01/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
31 02/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
32 03/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
33 04/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
34 05/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
35 06/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
36 07/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
37 08/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
38 09/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
39 10/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
40 11/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
41 12/12/2005 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
42 01/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
43 02/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
44 03/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
45 04/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
46 05/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
47 06/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
48 07/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
49 08/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
50 09/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
51 10/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
52 11/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
53 12/12/2006 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
54 01/12/2007 97857000.00 0.00 5.056000 0.00 412304.16 412304.16
55 02/12/2007 93833347.65 0.00 5.056000 4023652.35 412304.16 4435956.51
56 03/12/2007 92123658.45 0.00 5.056000 1709689.20 395351.17 2105040.37
57 04/12/2007 91018074.11 0.00 5.056000 1105584.34 388147.68 1493732.02
58 05/12/2007 79304300.41 0.00 5.056000 11713773.70 383489.49 12097263.19
59 06/12/2007 78192324.23 0.00 5.056000 1111976.18 334135.45 1446111.63
60 07/12/2007 31923824.21 0.00 5.056000 46268500.02 329450.33 46597950.34
61 08/12/2007 17529892.99 0.00 5.056000 14393931.22 134505.71 14528436.94
62 09/12/2007 16454961.13 0.00 5.056000 1074931.86 73859.28 1148791.14
63 10/12/2007 15183616.54 0.00 5.056000 1271344.59 69330.24 1340674.83
64 11/12/2007 14093844.32 0.00 5.056000 1089772.22 63973.64 1153745.85
65 12/12/2007 12808047.07 0.00 5.056000 1285797.25 59382.06 1345179.32
66 01/12/2008 11703248.83 0.00 5.056000 1104798.24 53964.57 1158762.81
67 02/12/2008 10591460.92 0.00 5.056000 1111787.91 49309.69 1161097.60
68 03/12/2008 9095807.17 0.00 5.056000 1495653.74 44625.36 1540279.10
69 04/12/2008 7967528.85 0.00 5.056000 1128278.32 38323.67 1166601.99
70 05/12/2008 6644231.43 0.00 5.056000 1323297.42 33569.85 1356867.27
71 06/12/2008 5500445.33 0.00 5.056000 1143786.10 27994.36 1171780.46
72 07/12/2008 4162045.26 0.00 5.056000 1338400.07 23175.21 1361575.28
73 08/12/2008 3002557.35 0.00 5.056000 1159487.91 17536.08 1177024.00
74 09/12/2008 1835733.11 0.00 5.056000 1166824.24 12650.77 1179475.02
75 10/12/2008 474896.72 0.00 5.056000 1360836.39 7734.56 1368570.94
76 11/12/2008 0.00 0.00 5.056000 474896.72 2000.90 476897.62
Principal Principal Interest Interest
Short Shortfall Principal Short Shortfall
per date Fall Delta Writedown Fall Delta
0 07/01/2002 0.00 0.00 0.00 0.00 0.00
1 08/12/2002 0.00 0.00 0.00 0.00 0.00
2 09/12/2002 0.00 0.00 0.00 0.00 0.00
3 10/12/2002 0.00 0.00 0.00 0.00 0.00
4 11/12/2002 0.00 0.00 0.00 0.00 0.00
5 12/12/2002 0.00 0.00 0.00 0.00 0.00
6 01/12/2003 0.00 0.00 0.00 0.00 0.00
7 02/12/2003 0.00 0.00 0.00 0.00 0.00
8 03/12/2003 0.00 0.00 0.00 0.00 0.00
9 04/12/2003 0.00 0.00 0.00 0.00 0.00
10 05/12/2003 0.00 0.00 0.00 0.00 0.00
11 06/12/2003 0.00 0.00 0.00 0.00 0.00
12 07/12/2003 0.00 0.00 0.00 0.00 0.00
13 08/12/2003 0.00 0.00 0.00 0.00 0.00
14 09/12/2003 0.00 0.00 0.00 0.00 0.00
15 10/12/2003 0.00 0.00 0.00 0.00 0.00
16 11/12/2003 0.00 0.00 0.00 0.00 0.00
17 12/12/2003 0.00 0.00 0.00 0.00 0.00
18 01/12/2004 0.00 0.00 0.00 0.00 0.00
19 02/12/2004 0.00 0.00 0.00 0.00 0.00
20 03/12/2004 0.00 0.00 0.00 0.00 0.00
21 04/12/2004 0.00 0.00 0.00 0.00 0.00
22 05/12/2004 0.00 0.00 0.00 0.00 0.00
23 06/12/2004 0.00 0.00 0.00 0.00 0.00
24 07/12/2004 0.00 0.00 0.00 0.00 0.00
25 08/12/2004 0.00 0.00 0.00 0.00 0.00
26 09/12/2004 0.00 0.00 0.00 0.00 0.00
27 10/12/2004 0.00 0.00 0.00 0.00 0.00
28 11/12/2004 0.00 0.00 0.00 0.00 0.00
29 12/12/2004 0.00 0.00 0.00 0.00 0.00
30 01/12/2005 0.00 0.00 0.00 0.00 0.00
31 02/12/2005 0.00 0.00 0.00 0.00 0.00
32 03/12/2005 0.00 0.00 0.00 0.00 0.00
33 04/12/2005 0.00 0.00 0.00 0.00 0.00
34 05/12/2005 0.00 0.00 0.00 0.00 0.00
35 06/12/2005 0.00 0.00 0.00 0.00 0.00
36 07/12/2005 0.00 0.00 0.00 0.00 0.00
37 08/12/2005 0.00 0.00 0.00 0.00 0.00
38 09/12/2005 0.00 0.00 0.00 0.00 0.00
39 10/12/2005 0.00 0.00 0.00 0.00 0.00
40 11/12/2005 0.00 0.00 0.00 0.00 0.00
41 12/12/2005 0.00 0.00 0.00 0.00 0.00
42 01/12/2006 0.00 0.00 0.00 0.00 0.00
43 02/12/2006 0.00 0.00 0.00 0.00 0.00
44 03/12/2006 0.00 0.00 0.00 0.00 0.00
45 04/12/2006 0.00 0.00 0.00 0.00 0.00
46 05/12/2006 0.00 0.00 0.00 0.00 0.00
47 06/12/2006 0.00 0.00 0.00 0.00 0.00
48 07/12/2006 0.00 0.00 0.00 0.00 0.00
49 08/12/2006 0.00 0.00 0.00 0.00 0.00
50 09/12/2006 0.00 0.00 0.00 0.00 0.00
51 10/12/2006 0.00 0.00 0.00 0.00 0.00
52 11/12/2006 0.00 0.00 0.00 0.00 0.00
53 12/12/2006 0.00 0.00 0.00 0.00 0.00
54 01/12/2007 0.00 0.00 0.00 0.00 0.00
55 02/12/2007 0.00 0.00 -0.00 0.00 0.00
56 03/12/2007 0.00 0.00 -0.00 0.00 0.00
57 04/12/2007 0.00 0.00 0.00 0.00 0.00
58 05/12/2007 0.00 0.00 0.00 0.00 0.00
59 06/12/2007 0.00 0.00 -0.00 0.00 0.00
60 07/12/2007 0.00 0.00 0.00 0.00 0.00
61 08/12/2007 0.00 0.00 0.00 0.00 0.00
62 09/12/2007 0.00 0.00 0.00 0.00 0.00
63 10/12/2007 0.00 0.00 0.00 0.00 0.00
64 11/12/2007 0.00 0.00 -0.00 0.00 0.00
65 12/12/2007 0.00 0.00 0.00 0.00 0.00
66 01/12/2008 0.00 0.00 -0.00 0.00 0.00
67 02/12/2008 0.00 0.00 0.00 0.00 0.00
68 03/12/2008 0.00 0.00 0.00 0.00 0.00
69 04/12/2008 0.00 0.00 0.00 0.00 0.00
70 05/12/2008 0.00 0.00 -0.00 0.00 0.00
71 06/12/2008 0.00 0.00 -0.00 0.00 0.00
72 07/12/2008 0.00 0.00 0.00 0.00 0.00
73 08/12/2008 0.00 0.00 0.00 0.00 0.00
74 09/12/2008 0.00 0.00 0.00 0.00 0.00
75 10/12/2008 0.00 0.00 0.00 0.00 0.00
76 11/12/2008 0.00 0.00 0.00 0.00 0.00
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.8912367 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 CDR 100 CPY, 2 CDR 100 CPY, 4 CDR 100 CPY, 6 CDR
Yield Yield Yield Yield
------------------------------------------------------------------------------------------------------------------------------------
7.167054 10.1674 10.1674 10.1674 10.1674
7.267054 9.6480 9.6480 9.6480 9.6480
7.367054 9.1402 9.1402 9.1402 9.1402
7.467054 8.6435 8.6435 8.6435 8.6435
7.567054 8.1575 8.1575 8.1575 8.1575
7.667054 7.6818 7.6818 7.6818 7.6818
7.767054 7.2161 7.2161 7.2161 7.2161
7.867054 6.7599 6.7599 6.7599 6.7599
7.967054 6.3130 6.3130 6.3130 6.3130
8.067054 5.8750 5.8750 5.8750 5.8750
8.167054 5.4457 5.4457 5.4457 5.4457
8.267054 5.0246 5.0246 5.0246 5.0246
8.367054 4.6116 4.6116 4.6116 4.6116
8.467054 4.2063 4.2063 4.2063 4.2063
8.567054 3.8086 3.8086 3.8086 3.8086
8.667054 3.4181 3.4181 3.4181 3.4181
8.767054 3.0347 3.0347 3.0347 3.0347
8.867054 2.6581 2.6581 2.6581 2.6581
8.967054 2.2881 2.2881 2.2881 2.2881
9.067054 1.9246 1.9246 1.9246 1.9246
9.167054 1.5672 1.5672 1.5672 1.5672
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 135 135 135
------------------------------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760 5.760
Mod Durn 2.861 2.861 2.861 2.861
Mod Convexity 0.132 0.132 0.132 0.132
Benchmark Maturity 5.76 5.76 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 154,298,401.49(14.25%) 287,521,833.51(26.56%) 402,300,287.16(37.16%)
Total Collat Loss 0.00(0.00%) 54,801,824.30 (5.06%) 102,097,168.82 (9.43%) 142,824,977.96(13.19%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.777 2.777 2.777 2.777
5YR 3.982 3.982 3.982 3.982
10YR 4.730 4.730 4.730 4.730
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY 100 CPY
Default 2 CDR 4 CDR 6 CDR
Loss Severity 35% 35% 35% 35%
Servicer Advances 100% 100% 100% 100%
Liquidation Lag 12 12 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 7 CDR 100 CPY, 8 CDR 100 CPY, 9 CDR 100 CPY, 10 CDR
Yield Yield Yield Yield
------------------------------------------------------------------------------------------------------------------------------------
7.167054 10.0665 9.7558 9.2827 8.7199
7.267054 9.5467 9.2347 8.7604 8.1964
7.367054 9.0384 8.7253 8.2497 7.6847
7.467054 8.5413 8.2271 7.7503 7.1842
7.567054 8.0549 7.7396 7.2616 6.6945
7.667054 7.5788 7.2625 6.7834 6.2153
7.767054 7.1127 6.7953 6.3152 5.7461
7.867054 6.6562 6.3378 5.8566 5.2865
7.967054 6.2089 5.8896 5.4073 4.8363
8.067054 5.7706 5.4503 4.9670 4.3951
8.167054 5.3408 5.0196 4.5353 3.9627
8.267054 4.9194 4.5973 4.1121 3.5386
8.367054 4.5061 4.1830 3.6969 3.1226
8.467054 4.1005 3.7766 3.2895 2.7145
8.567054 3.7024 3.3777 2.8898 2.3140
8.667054 3.3116 2.9861 2.4973 1.9208
8.767054 2.9279 2.6016 2.1120 1.5347
8.867054 2.5510 2.2239 1.7335 1.1556
8.967054 2.1808 1.8528 1.3617 0.7831
9.067054 1.8169 1.4882 0.9963 0.4171
9.167054 1.4593 1.1299 0.6372 0.0573
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 125 94 47 -9
------------------------------------------------------------------------------------------------------------------------------------
WAL 5.730 5.660 5.560 5.460
Mod Durn 2.859 2.853 2.847 2.841
Mod Convexity 0.131 0.131 0.130 0.130
Benchmark Maturity 5.73 5.66 5.56 5.46
Total Collat Group Liquidation 453,514,266.24(41.89%) 500,973,072.50(46.27%) 544,928,228.33(50.34%) 585,616,417.81(54.09%)
Total Collat Loss 160,990,731.60(14.87%) 177,820,086.13(16.43%) 193,402,761.03(17.86%) 207,823,168.37(19.20%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.777 2.777 2.777 2.777
5YR 3.982 3.982 3.982 3.982
10YR 4.730 4.73 4.730 4.73
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY 100 CPY
Default 7 CDR 8 CDR 9 CDR 10 CDR
Loss Severity 35% 35% 35% 35%
Servicer Advances 100% 100% 100% 100%
Liquidation Lag 12 12 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XC
--------------------------------------------------------------------------------
Balance $1,082,600,757.39 Delay 11
Coupon 0.1937243 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
PRICE 0 CPY, 0 CDR 100 CPY, 0 CDR 100 CPY, 2 CDR
Yield Yield Yield
-------------------------------------------------------------------------------------------------------------------------
3.181765 10.2780 9.3874 5.5233
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 571 485 107
-------------------------------------------------------------------------------------------------------------------------
WAL 8.650 8.430 7.830
Mod Durn 5.589 5.533 5.876
Mod Convexity 0.404 0.395 0.440
Benchmark Maturity 8.65 8.43 7.83
Total Collat Group Liquidation 0.00(0.00%) 0.00(0.00%) 158,932,829.81(14.68%)
Total Collat Loss 0.00(0.00%) 0.00(0.00%) 69,096,176.90 (6.38%)
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845
5YR 4.037 4.037 4.037
10YR 4.768 4.768 4.768
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Prepay 0 CPY 100 CPY 100 CPY
Default 2 CDR
Loss Severity 43%
Servicer Advances 100%
Liquidation Lag 9
Optional Redemption Call (Y) Call (Y) Call (Y)
-------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0.71 FOR 12 THEN 0.53 CDR 100 CPY, 1.5 FOR 12 THEN 1.13 CDR
Xxxxx Xxxxx
------------------------------------------------------------------------------------------------------------------------
3.181765 8.2953 7.0441
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 378 256
------------------------------------------------------------------------------------------------------------------------
WAL 8.250 8.060
Mod Durn 5.629 5.746
Mod Convexity 0.408 0.423
Benchmark Maturity 8.25 8.06
Total Collat Group Liquidation 46,326,885.50(4.28%) 96,384,862.83(8.90%)
Total Collat Loss 20,139,942.47(1.86%) 41,899,950.75(3.87%)
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.768 4.768
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY
Default 0.71 for 12 then 0.53 CDR 1.5 for 12 then 1.13 CDR
Loss Severity 43% 43%
Servicer Advances 100% 100%
Liquidation Lag 9 9
Optional Redemption Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XC
--------------------------------------------------------------------------------
Balance $1,082,600,757.39 Delay 11
Coupon 0.241608 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
PRICE 0 CPY, 0 CDR 100 CPY, 0 CDR 100 CPY, 2 CDR
Yield Yield Yield
-----------------------------------------------------------------------------------------------------------------------
3.49067 9.8548 8.9569 4.9688
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 536 450 60
-----------------------------------------------------------------------------------------------------------------------
WAL 8.647 8.425 7.829
Mod Durn 5.453 5.398 5.791
Mod Convexity 0.393 0.385 0.435
Benchmark Maturity 8.65 8.43 7.83
Total Collat Group Liquidation 0.00(0.00%) 0.00(0.00%) 158,932,829.81(14.68%)
Total Collat Loss 0.00(0.00%) 0.00(0.00%) 69,096,176.90 (6.38%)
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
2YR 2.696 2.696 2.696
5YR 3.939 3.939 3.939
10YR 4.695 4.695 4.695
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Prepay 0 CPY 100 CPY 100 CPY
Default 2 CDR
Loss Severity 43%
Servicer Advances 100%
Liquidation Lag 9
Optional Redemption Call (Y) Call (Y) Call (Y)
-----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0.71 FOR 12 THEN 0.53 CDR 100 CPY, 1.5 FOR 12 THEN 1.13 CDR
Yield Yield
----------------------------------------------------------------------------------------------------------------------
3.49067 7.7994 6.5057
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 337 210
----------------------------------------------------------------------------------------------------------------------
WAL 8.249 8.056
Mod Durn 5.513 5.647
Mod Convexity 0.399 0.416
Benchmark Maturity 8.25 8.06
Total Collat Group Liquidation 46,326,885.50(4.28%) 96,384,862.83(8.90%)
Total Collat Loss 20,139,942.47(1.86%) 41,899,950.75(3.87%)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
2YR 2.696 2.696
5YR 3.939 3.939
10YR 4.695 4.695
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY
Default 0.71 for 12 then 0.53 CDR 1.5 for 12 then 1.13 CDR
Loss Severity 43% 43%
Servicer Advances 100% 100%
Liquidation Lag 9 9
Optional Redemption Call (Y) Call (Y)
----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XC
--------------------------------------------------------------------------------
Balance $1,082,600,757.39 Delay 11
Coupon 0.2394168 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 CDR 100 CPY, 0 FOR 24 THEN 2 CDR 100 CPY, 0 FOR 24 THEN 3 CDR
Yield
------------------------------------------------------------------------------------------------------------------------------------
3.589265 8.8954 7.0692 6.1482
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
SPREAD @ CENTER PRICE 450 272 183
------------------------------------------------------------------------------------------------------------------------------------
WAL 8.430 8.110 7.950
Mod Durn 5.440 5.496 5.526
Mod Convexity 0.389 0.398 0.403
Benchmark Maturity 8.43 8.11 7.95
Total Collat Group Liquidation 0.00(0.00%) 116,882,529.74(10.80%) 170,711,533.45(15.77%)
Total Collat Loss 0.00(0.00%) 41,577,928.27 (3.84%) 60,721,533.08 (5.61%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.618 2.618 2.618
5YR 3.857 3.857 3.857
10YR 4.643 4.643 4.643
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 0 CPY 0 CPY
Default 0 CDR 2 CDR 3 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 12 12
Optional Redemption Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XC
--------------------------------------------------------------------------------
Balance $1,082,600,757.39 Delay 11
Coupon 0.2394168 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 CDR 100 CPY, 2 CDR 100 CPY, 3 CDR
Yield
-----------------------------------------------------------------------------------------------------------------------
3.607053 8.7954 5.0762 3.1860
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 440 77 -108
-----------------------------------------------------------------------------------------------------------------------
WAL 8.430 7.860 7.600
Mod Durn 5.448 5.790 5.984
Mod Convexity 0.390 0.434 0.461
Benchmark Maturity 8.43 7.86 7.60
Total Collat Group Liquidation 0.00(0.00%) 154,298,401.49(14.25%) 223,372,962.37(20.63%)
Total Collat Loss 0.00(0.00%) 54,801,824.30 (5.06%) 79,326,560.08 (7.33%)
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
2YR 2.618 2.618 2.618
5YR 3.857 3.857 3.857
10YR 4.643 4.643 4.643
-----------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 0 CPY 0 CPY
Default 0 CDR 2 CDR 3 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 12 12
Optional Redemption Call (Y) Call (Y) Call (Y)
-----------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - CASH FLOW - CLASS A2
----------------------------------------------------------------
Balance $97,857,000.00 Delay 11
Coupon 5.136 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
----------------------------------------------------------------
-------------------------------------------------------------------------------------------------
Period Date Principal Interest Cash Flow Balance
Total 97,857,000.00 25,618,277.46 123,475,277.46
0 11-Jul-02 0 0 0 97,857,000.00
1 12-Aug-02 0 418,827.96 418,827.96 97,857,000.00
2 12-Sep-02 0 418,827.96 418,827.96 97,857,000.00
3 12-Oct-02 0 418,827.96 418,827.96 97,857,000.00
4 12-Nov-02 0 418,827.96 418,827.96 97,857,000.00
5 12-Dec-02 0 418,827.96 418,827.96 97,857,000.00
6 12-Jan-03 0 418,827.96 418,827.96 97,857,000.00
7 12-Feb-03 0 418,827.96 418,827.96 97,857,000.00
8 12-Mar-03 0 418,827.96 418,827.96 97,857,000.00
9 12-Apr-03 0 418,827.96 418,827.96 97,857,000.00
10 12-May-03 0 418,827.96 418,827.96 97,857,000.00
11 12-Jun-03 0 418,827.96 418,827.96 97,857,000.00
12 12-Jul-03 0 418,827.96 418,827.96 97,857,000.00
13 12-Aug-03 0 418,827.96 418,827.96 97,857,000.00
14 12-Sep-03 0 418,827.96 418,827.96 97,857,000.00
15 12-Oct-03 0 418,827.96 418,827.96 97,857,000.00
16 12-Nov-03 0 418,827.96 418,827.96 97,857,000.00
17 12-Dec-03 0 418,827.96 418,827.96 97,857,000.00
18 12-Jan-04 0 418,827.96 418,827.96 97,857,000.00
19 12-Feb-04 0 418,827.96 418,827.96 97,857,000.00
20 12-Mar-04 0 418,827.96 418,827.96 97,857,000.00
21 12-Apr-04 0 418,827.96 418,827.96 97,857,000.00
22 12-May-04 0 418,827.96 418,827.96 97,857,000.00
23 12-Jun-04 0 418,827.96 418,827.96 97,857,000.00
24 12-Jul-04 0 418,827.96 418,827.96 97,857,000.00
25 12-Aug-04 0 418,827.96 418,827.96 97,857,000.00
26 12-Sep-04 0 418,827.96 418,827.96 97,857,000.00
27 12-Oct-04 0 418,827.96 418,827.96 97,857,000.00
28 12-Nov-04 0 418,827.96 418,827.96 97,857,000.00
29 12-Dec-04 0 418,827.96 418,827.96 97,857,000.00
30 12-Jan-05 0 418,827.96 418,827.96 97,857,000.00
31 12-Feb-05 0 418,827.96 418,827.96 97,857,000.00
32 12-Mar-05 0 418,827.96 418,827.96 97,857,000.00
33 12-Apr-05 0 418,827.96 418,827.96 97,857,000.00
34 12-May-05 0 418,827.96 418,827.96 97,857,000.00
35 12-Jun-05 0 418,827.96 418,827.96 97,857,000.00
36 12-Jul-05 0 418,827.96 418,827.96 97,857,000.00
37 12-Aug-05 0 418,827.96 418,827.96 97,857,000.00
38 12-Sep-05 0 418,827.96 418,827.96 97,857,000.00
39 12-Oct-05 0 418,827.96 418,827.96 97,857,000.00
40 12-Nov-05 0 418,827.96 418,827.96 97,857,000.00
41 12-Dec-05 0 418,827.96 418,827.96 97,857,000.00
42 12-Jan-06 0 418,827.96 418,827.96 97,857,000.00
43 12-Feb-06 0 418,827.96 418,827.96 97,857,000.00
44 12-Mar-06 0 418,827.96 418,827.96 97,857,000.00
45 12-Apr-06 0 418,827.96 418,827.96 97,857,000.00
46 12-May-06 0 418,827.96 418,827.96 97,857,000.00
47 12-Jun-06 0 418,827.96 418,827.96 97,857,000.00
48 12-Jul-06 0 418,827.96 418,827.96 97,857,000.00
49 12-Aug-06 0 418,827.96 418,827.96 97,857,000.00
50 12-Sep-06 0 418,827.96 418,827.96 97,857,000.00
51 12-Oct-06 0 418,827.96 418,827.96 97,857,000.00
52 12-Nov-06 0 418,827.96 418,827.96 97,857,000.00
53 12-Dec-06 0 418,827.96 418,827.96 97,857,000.00
54 12-Jan-07 0 418,827.96 418,827.96 97,857,000.00
55 12-Feb-07 4,023,652.34 418,827.96 4,442,480.30 93,833,347.66
56 12-Mar-07 1,709,689.20 401,606.73 2,111,295.93 92,123,658.45
57 12-Apr-07 1,105,584.34 394,289.26 1,499,873.60 91,018,074.11
58 12-May-07 11,713,773.70 389,557.36 12,103,331.06 79,304,300.41
59 12-Jun-07 1,111,976.18 339,422.41 1,451,398.58 78,192,324.23
60 12-Jul-07 46,268,500.02 334,663.15 46,603,163.16 31,923,824.22
61 12-Aug-07 14,393,931.22 136,633.97 14,530,565.19 17,529,892.99
62 12-Sep-07 1,074,931.86 75,027.94 1,149,959.80 16,454,961.13
63 12-Oct-07 1,271,344.59 70,427.23 1,341,771.82 15,183,616.54
64 12-Nov-07 1,089,772.22 64,985.88 1,154,758.09 14,093,844.33
65 12-Dec-07 1,285,797.25 60,321.65 1,346,118.91 12,808,047.07
66 12-Jan-08 1,104,798.24 54,818.44 1,159,616.68 11,703,248.83
67 12-Feb-08 1,111,787.91 50,089.91 1,161,877.82 10,591,460.92
68 12-Mar-08 1,495,653.74 45,331.45 1,540,985.19 9,095,807.18
69 12-Apr-08 1,128,278.32 38,930.05 1,167,208.38 7,967,528.86
70 12-May-08 1,323,297.42 34,101.02 1,357,398.44 6,644,231.44
71 12-Jun-08 1,143,786.10 28,437.31 1,172,223.41 5,500,445.34
72 12-Jul-08 1,338,400.07 23,541.91 1,361,941.98 4,162,045.26
73 12-Aug-08 1,159,487.91 17,813.55 1,177,301.47 3,002,557.35
74 12-Sep-08 1,166,824.24 12,850.95 1,179,675.19 1,835,733.11
75 12-Oct-08 1,360,836.39 7,856.94 1,368,693.33 474,896.72
76 12-Nov-08 474,896.72 2,032.56 476,929.28 0.00
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS A3
-----------------------------------------------------------------
Balance $120,974,000.00 Delay 11
Coupon 5.607 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
-----------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Period Date Principal Interest Cash Flow Balance
Total 120,974,000.00 52,979,996.84 173,953,996.84
0 11-Jul-02 0 0 0 120,974,000.00
1 12-Aug-02 0 565,251.02 565,251.02 120,974,000.00
2 12-Sep-02 0 565,251.02 565,251.02 120,974,000.00
3 12-Oct-02 0 565,251.02 565,251.02 120,974,000.00
4 12-Nov-02 0 565,251.02 565,251.02 120,974,000.00
5 12-Dec-02 0 565,251.02 565,251.02 120,974,000.00
6 12-Jan-03 0 565,251.02 565,251.02 120,974,000.00
7 12-Feb-03 0 565,251.02 565,251.02 120,974,000.00
8 12-Mar-03 0 565,251.02 565,251.02 120,974,000.00
9 12-Apr-03 0 565,251.02 565,251.02 120,974,000.00
10 12-May-03 0 565,251.02 565,251.02 120,974,000.00
11 12-Jun-03 0 565,251.02 565,251.02 120,974,000.00
12 12-Jul-03 0 565,251.02 565,251.02 120,974,000.00
13 12-Aug-03 0 565,251.02 565,251.02 120,974,000.00
14 12-Sep-03 0 565,251.02 565,251.02 120,974,000.00
15 12-Oct-03 0 565,251.02 565,251.02 120,974,000.00
16 12-Nov-03 0 565,251.02 565,251.02 120,974,000.00
17 12-Dec-03 0 565,251.02 565,251.02 120,974,000.00
18 12-Jan-04 0 565,251.02 565,251.02 120,974,000.00
19 12-Feb-04 0 565,251.02 565,251.02 120,974,000.00
20 12-Mar-04 0 565,251.02 565,251.02 120,974,000.00
21 12-Apr-04 0 565,251.02 565,251.02 120,974,000.00
22 12-May-04 0 565,251.02 565,251.02 120,974,000.00
23 12-Jun-04 0 565,251.02 565,251.02 120,974,000.00
24 12-Jul-04 0 565,251.02 565,251.02 120,974,000.00
25 12-Aug-04 0 565,251.02 565,251.02 120,974,000.00
26 12-Sep-04 0 565,251.02 565,251.02 120,974,000.00
27 12-Oct-04 0 565,251.02 565,251.02 120,974,000.00
28 12-Nov-04 0 565,251.02 565,251.02 120,974,000.00
29 12-Dec-04 0 565,251.02 565,251.02 120,974,000.00
30 12-Jan-05 0 565,251.02 565,251.02 120,974,000.00
31 12-Feb-05 0 565,251.02 565,251.02 120,974,000.00
32 12-Mar-05 0 565,251.02 565,251.02 120,974,000.00
33 12-Apr-05 0 565,251.02 565,251.02 120,974,000.00
34 12-May-05 0 565,251.02 565,251.02 120,974,000.00
35 12-Jun-05 0 565,251.02 565,251.02 120,974,000.00
36 12-Jul-05 0 565,251.02 565,251.02 120,974,000.00
37 12-Aug-05 0 565,251.02 565,251.02 120,974,000.00
38 12-Sep-05 0 565,251.02 565,251.02 120,974,000.00
39 12-Oct-05 0 565,251.02 565,251.02 120,974,000.00
40 12-Nov-05 0 565,251.02 565,251.02 120,974,000.00
41 12-Dec-05 0 565,251.02 565,251.02 120,974,000.00
42 12-Jan-06 0 565,251.02 565,251.02 120,974,000.00
43 12-Feb-06 0 565,251.02 565,251.02 120,974,000.00
44 12-Mar-06 0 565,251.02 565,251.02 120,974,000.00
45 12-Apr-06 0 565,251.02 565,251.02 120,974,000.00
46 12-May-06 0 565,251.02 565,251.02 120,974,000.00
47 12-Jun-06 0 565,251.02 565,251.02 120,974,000.00
48 12-Jul-06 0 565,251.02 565,251.02 120,974,000.00
49 12-Aug-06 0 565,251.02 565,251.02 120,974,000.00
50 12-Sep-06 0 565,251.02 565,251.02 120,974,000.00
51 12-Oct-06 0 565,251.02 565,251.02 120,974,000.00
52 12-Nov-06 0 565,251.02 565,251.02 120,974,000.00
53 12-Dec-06 0 565,251.02 565,251.02 120,974,000.00
54 12-Jan-07 0 565,251.02 565,251.02 120,974,000.00
55 12-Feb-07 0 565,251.02 565,251.02 120,974,000.00
56 12-Mar-07 0 565,251.02 565,251.02 120,974,000.00
57 12-Apr-07 0 565,251.02 565,251.02 120,974,000.00
58 12-May-07 0 565,251.02 565,251.02 120,974,000.00
59 12-Jun-07 0 565,251.02 565,251.02 120,974,000.00
60 12-Jul-07 0 565,251.02 565,251.02 120,974,000.00
61 12-Aug-07 0 565,251.02 565,251.02 120,974,000.00
62 12-Sep-07 0 565,251.02 565,251.02 120,974,000.00
63 12-Oct-07 0 565,251.02 565,251.02 120,974,000.00
64 12-Nov-07 0 565,251.02 565,251.02 120,974,000.00
65 12-Dec-07 0 565,251.02 565,251.02 120,974,000.00
66 12-Jan-08 0 565,251.02 565,251.02 120,974,000.00
67 12-Feb-08 0 565,251.02 565,251.02 120,974,000.00
68 12-Mar-08 0 565,251.02 565,251.02 120,974,000.00
69 12-Apr-08 0 565,251.02 565,251.02 120,974,000.00
70 12-May-08 0 565,251.02 565,251.02 120,974,000.00
71 12-Jun-08 0 565,251.02 565,251.02 120,974,000.00
72 12-Jul-08 0 565,251.02 565,251.02 120,974,000.00
73 12-Aug-08 0 565,251.02 565,251.02 120,974,000.00
74 12-Sep-08 0 565,251.02 565,251.02 120,974,000.00
75 12-Oct-08 0 565,251.02 565,251.02 120,974,000.00
76 12-Nov-08 9,916,960.07 565,251.02 10,482,211.09 111,057,039.93
77 12-Dec-08 1,363,512.32 518,914.02 1,882,426.34 109,693,527.60
78 12-Jan-09 1,187,816.08 512,543.01 1,700,359.09 108,505,711.52
79 12-Feb-09 1,195,335.68 506,992.94 1,702,328.62 107,310,375.84
80 12-Mar-09 1,753,582.02 501,407.73 2,254,989.75 105,556,793.82
81 12-Apr-09 1,213,994.45 493,214.12 1,707,208.57 104,342,799.37
82 12-May-09 1,404,634.02 487,541.73 1,892,175.75 102,938,165.36
83 12-Jun-09 1,230,569.29 480,978.58 1,711,547.87 101,707,596.07
84 12-Jul-09 1,420,775.92 475,228.74 1,896,004.67 100,286,820.14
85 12-Aug-09 1,247,351.64 468,590.17 1,715,941.81 99,039,468.50
86 12-Sep-09 1,255,248.83 462,761.92 1,718,010.74 97,784,219.67
87 12-Oct-09 1,444,810.85 456,896.77 1,901,707.62 96,339,408.83
88 12-Nov-09 1,272,340.20 450,145.89 1,722,486.08 95,067,068.63
89 12-Dec-09 33,457,649.24 444,200.88 33,901,850.11 61,609,419.39
90 12-Jan-10 1,238,498.02 287,870.01 1,526,368.03 60,370,921.38
91 12-Feb-10 6,712,285.41 282,083.13 6,994,368.54 53,658,635.96
92 12-Mar-10 1,765,574.71 250,719.98 2,016,294.68 51,893,061.25
93 12-Apr-10 1,258,656.06 242,470.33 1,501,126.39 50,634,405.20
94 12-May-10 1,438,710.56 236,589.26 1,675,299.82 49,195,694.64
95 12-Jun-10 1,275,741.96 229,866.88 1,505,608.84 47,919,952.68
96 12-Jul-10 1,455,350.26 223,905.98 1,679,256.24 46,464,602.42
97 12-Aug-10 1,293,041.96 217,105.85 1,510,147.81 45,171,560.46
98 12-Sep-10 1,301,234.58 211,064.12 1,512,298.70 43,870,325.88
99 12-Oct-10 1,480,177.17 204,984.10 1,685,161.26 42,390,148.71
100 12-Nov-10 1,318,854.04 198,067.97 1,516,922.01 41,071,294.67
101 12-Dec-10 1,497,336.50 191,905.62 1,689,242.12 39,573,958.18
102 12-Jan-11 1,336,694.28 184,909.32 1,521,603.60 38,237,263.89
103 12-Feb-11 3,850,915.00 178,663.62 4,029,578.62 34,386,348.89
104 12-Mar-11 9,758,105.60 160,670.22 9,918,775.81 24,628,243.30
105 12-Apr-11 1,342,823.60 115,075.47 1,457,899.06 23,285,419.70
106 12-May-11 1,517,605.63 108,801.12 1,626,406.75 21,767,814.07
107 12-Jun-11 5,462,259.87 101,710.11 5,563,969.98 16,305,554.20
108 12-Jul-11 3,710,062.47 76,187.70 3,786,250.17 12,595,491.73
109 12-Aug-11 12,595,491.73 58,852.44 12,654,344.16 0
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.7209499 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
PRICE 100CPY, 0 FOR 18 THEN 100CPY, 0 FOR 18 THEN
7.25 CDR ON TOP 55% 10 CDR ON TOP 55% COUPONS
100 CPY COUPONS
Xxxxx Xxxxx Yield
------------------------------------------------------------------------------------------------------------------------------
7.2596 5.6002 5.5712 5.5003
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 132 125
------------------------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760
Mod Durn 2.857 2.855 2.853
Mod Convexity 0.132 0.131 0.131
Benchmark Maturity 5.76 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 238,799,501.71(22.06%) 302,565,337.73(27.95%)
Total Collat Loss 0.00(0.00%) 84,267,334.65 (7.78%) 106,756,116.65 (9.86%)
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
2YR 2.916 2.916 2.845
5YR 4.139 4.139 4.037
10YR 4.873 4.873 4.768
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY
Default CUSTOM CUSTOM
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
PRICE 100CPY, 0 FOR 18 THEN 100CPY, 0 FOR 18 THEN
13.25 CDR ON TOP 55% 17.3 CDR ON TOP 55%
COUPONS COUPONS
Yield Yield
---------------------------------------------------------------------------------------------------
7.2596 5.3871 5.1786
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Spread @ Center Price 114 93
---------------------------------------------------------------------------------------------------
WAL 5.760 5.750
Mod Durn 2.850 2.845
Mod Convexity 0.131 0.131
Benchmark Maturity 5.76 5.75
Total Collat Group Liquidation 363,526,547.04(33.58%) 421,867,737.39(38.97%)
Total Collat Loss 128,247,317.60(11.85%) 148,803,465.46(13.74%)
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.768 4.768
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY
Default CUSTOM CUSTOM
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y)
---------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
MLMT 2002-MW1
-------------------------------------------
CUTOFF DATE 7/1/2002
BOND SETTLEMENT 7/11/2002
FIRST PAY 8/12/2002
-------------------------------------------
------------------------------------------------------------------------------------------------------------------------
MLMT 2002-MW1 TIME PERIOD
CLASS RATING BALANCE 1-12 % 13-24 % 25-36 %
A1 AAA 67,917,000.00 27,708,000.00 41% - 0% - 0%
A2 AAA 97,857,000.00 97,857,000.00 100% 82,926,000.00 85% 41,426,000.00 42%
A3 AAA 120,974,000.00 120,974,000.00 100% 120,974,000.00 100% 120,974,000.00 100%
A4 AAA 559,033,000.00 559,033,000.00 100% 559,033,000.00 100% 559,033,000.00 100%
B AA 41,951,000.00 41,951,000.00 100% 41,951,000.00 100% 41,951,000.00 100%
C A 46,011,000.00 46,011,000.00 100% 46,011,000.00 100% 46,011,000.00 100%
D A- 10,826,000.00 10,826,000.00 100% 10,826,000.00 100% 10,826,000.00 100%
E BBB+ 18,945,000.00 18,945,000.00 100% 18,945,000.00 100% 18,945,000.00 100%
F BBB 17,592,000.00 17,592,000.00 100% 17,592,000.00 100% 17,592,000.00 100%
G BBB- 17,593,000.00 17,593,000.00 100% 17,593,000.00 100% 17,593,000.00 100%
H BB+ 18,945,000.00 18,945,000.00 100% 18,945,000.00 100% 18,945,000.00 100%
J BB 16,239,000.00 16,239,000.00 100% 16,239,000.00 100% 16,239,000.00 100%
K BB- 5,413,000.00
L B+ 8,120,000.00
M B 13,532,000.00
N B- 5,413,000.00
O NR 16,239,757.39
------------------------------------------------------------------------------------------------------------------------
993,674,000.00 951,035,000.00 909,535,000.00
----------------------------------------------------------------------------------------------------------------------
MLMT 2002-MW1 TIME PERIOD
CLASS 37-48 % 49-60 % 61-72 % 73-84
A1 - 0% - 0% 0% 0%
A2 0% - 0% - 0% - 0%
A3 115,000,000.00 95% 21,000,000.00 17% 0% 0%
A4 559,033,000.00 100% 559,033,000.00 100% 528,900,000.00 95% 483,000,000 86%
B 41,951,000.00 100% 41,951,000.00 100% 41,951,000.00 100% 41,951,000 100%
C 46,011,000.00 100% 46,011,000.00 100% 46,011,000.00 100% 46,011,000 100%
D 10,826,000.00 100% 10,826,000.00 100% 10,826,000.00 100% 10,826,000 100%
E 18,945,000.00 100% 18,945,000.00 100% 18,945,000.00 100% 18,945,000 100%
F 17,592,000.00 100% 17,592,000.00 100% 17,592,000.00 100% 9,274,000 53%
G 17,593,000.00 100% 17,593,000.00 100% 6,000,000.00 34% 0%
H 18,945,000.00 100% 4,000,000.00 21%
J 3,200,000.00 20%
K
L
M
N
O
----------------------------------------------------------------------------------------------------------------------
849,096,000.00 736,951,000.00 670,225,000.00 610,007,000.00
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XC
--------------------------------------------------------------------------------
Balance $1,082,600,757.39 Delay 11
Coupon 0.185073 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 0 CPY, 0 CDR 100 CPY, 0 CDR 100 CPY, 0 FOR 24 THEN 1 CDR 100 CPY, 0 FOR 24 THEN 2 CDR
Xxxxx Xxxxx Xxxxx Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
3.041365 10.3529 9.4636 8.5184 7.5624
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 571 485 393 300
------------------------------------------------------------------------------------------------------------------------------------
WAL 8.650 8.430 8.260 8.110
Mod Durn 5.566 5.510 5.535 5.563
Mod Convexity 0.401 0.393 0.397 0.402
Benchmark Maturity 8.65 8.43 8.26 8.11
Total Collat Group Liquidation 0.00(0.00%) 0.00(0.00%) 60,027,048.33(5.54%) 116,882,529.74(10.80%)
Total Collat Loss 0.00(0.00%) 0.00(0.00%) 21,354,729.45(1.97%) 41,577,928.27 (3.84%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.777 2.777 2.777 2.777
5YR 3.982 3.982 3.982 3.982
10YR 4.730 4.730 4.730 4.730
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 0 CPY 100 CPY 0 CPY 0 CPY
Default 0 CDR 0 for 24 then 1 CDR 0 for 24 then 2 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 FOR 24 THEN 3 CDR 100 CPY, 1 CDR 100 CPY, 2 CDR 100 CPY, 3 CDR
------------------------------------------------------------------------------------------------------------------------------------
3.041365 6.6056 7.6320 5.7659 3.8610
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 206 306 124 -63
------------------------------------------------------------------------------------------------------------------------------------
WAL 7.950 8.140 7.860 7.600
Mod Durn 5.594 5.651 5.812 5.996
Mod Convexity 0.407 0.412 0.433 0.458
Benchmark Maturity 7.95 8.14 7.86 7.60
Total Collat Group Liquidation 170,711,533.45(15.77%) 79,960,103.03(7.39%) 154,298,401.49(14.25%) 223,372,962.37(20.63%)
Total Collat Loss 60,721,533.08 (5.61%) 28,402,262.44(2.62%) 54,801,824.30 (5.06%) 79,326,560.08 (7.33%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.777 2.777 2.777 2.777
5YR 3.982 3.982 3.982 3.982
10YR 4.730 4.730 4.730 4.730
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 0 CPY 0 CPY 0 CPY 0 CPY
Default 0 for 24 then 3 CDR 1 CDR 2 CDR 3 CDR
Loss Severity 35% 35% 35% 35%
Servicer Advances 100% 100% 100% 100%
Liquidation Lag 12 12 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.8321498 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
100 CPY, 0 FOR 18 100 CPY, 0 FOR 18
100 CPY THEN 6 CDR THEN 7 CDR
PRICE Yield Yield Yield
----------------------------------------------------------------------------------------------------------------
7.916568 5.4980 5.4979 5.4979
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 135 135
----------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760
Mod Durn 2.864 2.864 2.864
Mod Convexity 0.132 0.132 0.132
Benchmark Maturity 5.76 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 359,836,071.78(33.24%) 407,294,048.77(37.62%)
Total Collat Loss 0.00(0.00%) 126,917,660.04(11.72%) 143,650,215.17(13.27%)
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845
5YR 4.037 4.037 4.037
10YR 4.768 4.768 4.768
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY
Default 0 FOR 18 THEN 6 CDR 0 FOR 18 THEN 7 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y) Call (Y)
----------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 FOR 18 100 CPY, 0 FOR 18
THEN 8 CDR THEN 9 CDR
Xxxxx Xxxxx
-------------------------------------------------------------------------------------------
7.916568 5.4862 5.3770
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Spread @ Center Price 134 123
-------------------------------------------------------------------------------------------
WAL 5.760 5.730
Mod Durn 2.863 2.859
Mod Convexity 0.132 0.131
Benchmark Maturity 5.76 5.73
Total Collat Group Liquidation 451,701,787.50(41.72%) 493,235,125.24(45.56%)
Total Collat Loss 159,305,612.99(14.72%) 173,946,025.22(16.07%)
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.768 4.768
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY
Default 0 FOR 18 THEN 8 CDR 0 FOR 18 THEN 9 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y)
-------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.8321498 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
PRICE 100CPY, 0 FOR 18 3 CDR 100CPY, 0 FOR 18 4 CDR
100 CPY EQUIVALENT EQUIVALENT
Yield Yield Yield
---------------------------------------------------------------------------------------------------------------------------
7.916568 5.4980 3.5145 2.2842
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 -68 -189
---------------------------------------------------------------------------------------------------------------------------
WAL 5.760 5.640 5.470
Mod Durn 2.864 2.926 2.969
Mod Convexity 0.132 0.138 0.142
Benchmark Maturity 5.76 5.64 5.47
Total Collat Group Liquidation 0.00(0.00%) 237,142,948.30(21.90%) 303,764,415.26(28.06%)
Total Collat Loss 0.00(0.00%) 83,627,465.70 (7.72%) 107,066,631.57 (9.89%)
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845
5YR 4.037 4.037 4.037
10YR 4.768 4.768 4.768
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY
Default CUSTOM CUSTOM
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y) Call (Y)
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
PRICE 100CPY, 0 FOR 18 5 CDR 100CPY, 0 FOR 18 6 CDR
EQUIVALENT EQUIVALENT
Xxxxx Xxxxx
---------------------------------------------------------------------------------------------------
7.916568 0.7746 -1.1493
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Spread @ Center Price -337 -525
---------------------------------------------------------------------------------------------------
WAL 5.260 4.990
Mod Durn 3.010 3.040
Mod Convexity 0.147 0.151
Benchmark Maturity 5.26 4.99
Total Collat Group Liquidation 364,649,526.35(33.68%) 423,138,056.06(39.09%)
Total Collat Loss 128,476,560.12(11.87%) 149,046,318.10(13.77%)
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.768 4.768
---------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY
Default CUSTOM CUSTOM
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y)
---------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
CMBS PAC IO STRESS TESTS
18 mos CDR delay, 6 mos advancing, 35% severity, 100% CPR after LO/YM/Def
Base Scenarios 1-4: 6-9% CDR
Tsy Scenarios 5-8: (only needed if YM predominates) Tsys up 400bps,
6-9% CDR
WAC Drift Scenarios 9-12: default loans by WAC sorted order (top WAC on
down), such that CDR cumulates to 3-6% CDR
equivalent
CMBS PAC IO STRUCTURAL QUESTIONS
What tranches and percentage of tranches back the PAC IO?
SEE ATTACHED FILE - `PAC IO STRIPS'
What is the WAC cushion in bps.? 3 BPS
How is it throughout the deal life: Is it dynamically or statically stabilized?
STATISTICALLY TO 100 CPY, 6 CDR
Are initial static tests run at 0% CPR and at
100% CPR (after LO/YM/Def)?
Any other structural issues that make this PAC IO different than your last one?
Thank you for the good work!
Xxxx Xxxxx (000) 000-0000 / Chubb Corporation
xxxxxx@xxxxx.xxx
----------------
fax (000) 000-0000
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.8321498 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
100 CPY, 0 FOR 18 100 CPY, 0 FOR 18
PRICE 100 CPY THEN 6 CDR THEN 7 CDR
Yield Yield Yield
-----------------------------------------------------------------------------------------------------------------
7.916568 5.4980 5.4979 5.4979
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 135 135
-----------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760
Mod Durn 2.864 2.864 2.864
Mod Convexity 0.132 0.132 0.132
Benchmark Maturity 5.76 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 359,836,071.78(33.24%) 407,294,048.77(37.62%)
Total Collat Loss 0.00(0.00%) 126,917,660.04(11.72%) 143,650,215.17(13.27%)
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845
5YR 4.037 4.037 4.037
10YR 4.768 4.768 4.768
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY
Default 0 FOR 18 THEN 6 CDR 0 FOR 18 THEN 7 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y) Call (Y)
-----------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
100 CPY, 0 FOR 18 100 CPY, 0 FOR 18
PRICE THEN 8 CDR THEN 9 CDR
Xxxxx Xxxxx
-----------------------------------------------------------------------------------------
7.916568 5.4862 5.3770
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Spread @ Center Price 134 123
-----------------------------------------------------------------------------------------
WAL 5.760 5.730
Mod Durn 2.863 2.859
Mod Convexity 0.132 0.131
Benchmark Maturity 5.76 5.73
Total Collat Group Liquidation 451,701,787.50(41.72%) 493,235,125.24(45.56%)
Total Collat Loss 159,305,612.99(14.72%) 173,946,025.22(16.07%)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.768 4.768
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY
Default 0 FOR 18 THEN 8 CDR 0 FOR 18 THEN 9 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 6 6
Optional Redemption Call (Y) Call (Y)
-----------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
MLMT 2002-MW1
-------------------------------------------
CUTOFF DATE 7/1/2002
BOND SETTLEMENT 7/11/2002
FIRST PAY 8/12/2002
-------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
MLMT 2002-MW1 TIME PERIOD
CLASS RATING BALANCE 1-12 % 13-24 % 25-36 %
A1 AAA 286,748,000.00 246,539,000.00 86% 203,900,000.00 71% 162,400,000.00 57%
A2 AAA 559,033,000.00 559,033,000.00 100% 559,033,000.00 100% 559,033,000.00 100%
B AA 41,951,000.00 41,951,000.00 100% 41,951,000.00 100% 41,951,000.00 100%
C A 46,011,000.00 46,011,000.00 100% 46,011,000.00 100% 46,011,000.00 100%
D A- 10,826,000.00 10,826,000.00 100% 10,826,000.00 100% 10,826,000.00 100%
E BBB+ 18,945,000.00 18,945,000.00 100% 18,945,000.00 100% 18,945,000.00 100%
F BBB 17,592,000.00 17,592,000.00 100% 17,592,000.00 100% 17,592,000.00 100%
G BBB- 17,593,000.00 17,593,000.00 100% 17,593,000.00 100% 17,593,000.00 100%
H BB+ 18,945,000.00 18,945,000.00 100% 18,945,000.00 100% 18,945,000.00 100%
J BB 16,239,000.00 16,239,000.00 100% 16,239,000.00 100% 16,239,000.00 100%
K BB- 5,413,000.00
L B+ 8,120,000.00
M B 13,532,000.00
N B- 5,413,000.00
O NR 16,239,757.39
-----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
MLMT 2002-MW1
CLASS 37-48 % 49-60 % 61-72 % 00-00 00-00
A1 115,000,000.00 40% 21,000,000.00 7%
A2 559,033,000.00 100% 559,033,000.00 100% 528,900,000.00 95% 483,000,000 86%
B 41,951,000.00 100% 41,951,000.00 100% 41,951,000.00 100% 41,951,000 100%
C 46,011,000.00 100% 46,011,000.00 100% 46,011,000.00 100% 46,011,000 100%
D 10,826,000.00 100% 10,826,000.00 100% 10,826,000.00 100% 10,826,000 100%
E 18,945,000.00 100% 18,945,000.00 100% 18,945,000.00 100% 18,945,000 100%
F 17,592,000.00 100% 17,592,000.00 100% 17,592,000.00 100% 9,274,000 53%
G 17,593,000.00 100% 17,593,000.00 100% 6,000,000.00 34% 0%
H 18,945,000.00 100% 4,000,000.00 21%
J 3,200,000.00 20%
K
L
M
N
O
----------------------------------------------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XC
--------------------------------------------------------------------------------
Balance $1,082,600,757.39 Delay 11
Coupon 0.1937243 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
PRICE 0 CPY, 0 CDR 100 CPY, 0 CDR 100 CPY, 2 CDR
Yield Yield Yield
---------------------------------------------------------------------------------------------------------------------------
3.181765 10.2780 9.3874 5.5233
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 571 485 107
---------------------------------------------------------------------------------------------------------------------------
WAL 8.650 8.430 7.830
Mod Durn 5.589 5.533 5.876
Mod Convexity 0.404 0.395 0.440
Benchmark Maturity 8.65 8.43 7.83
Total Collat Group Liquidation 0.00(0.00%) 0.00(0.00%) 158,932,829.81(14.68%)
Total Collat Loss 0.00(0.00%) 0.00(0.00%) 69,096,176.90 (6.38%)
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845
5YR 4.037 4.037 4.037
10YR 4.768 4.768 4.768
---------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------
Prepay 0 CPY 100 CPY 0 CPY
Default 2 CDR
Loss Severity 43%
Servicer Advances 100%
Liquidation Lag 9
Optional Redemption Call (Y) Call (Y) Call (Y)
---------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0.71 FOR 12 THEN 0.53 CDR 100 CPY, 1.5 FOR 12 THEN 1.13 CDR
Yield Yield
-----------------------------------------------------------------------------------------------------------------------------
3.181765 8.2953 7.0441
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 378 256
-----------------------------------------------------------------------------------------------------------------------------
WAL 8.250 8.060
Mod Durn 5.629 5.746
Mod Convexity 0.408 0.423
Benchmark Maturity 8.25 8.06
Total Collat Group Liquidation 46,326,885.50(4.28%) 96,384,862.83(8.90%)
Total Collat Loss 20,139,942.47(1.86%) 41,899,950.75(3.87%)
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.768 4.768
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Prepay 0 CPY 0 CPY
Default 0.71 for 12 then 0.53 CDR 1.5 for 12 then 1.13 CDR
Loss Severity 43% 43%
Servicer Advances 100% 100%
Liquidation Lag 9 9
Optional Redemption Call (Y) Call (Y)
-----------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
MLMT 2002-MW1
-------------------------------------------
CUTOFF DATE 7/1/2002
BOND SETTLEMENT 7/11/2002
FIRST PAY 8/12/2002
-------------------------------------------
---------------------------------------------------------------------------------------------------------------------
MLMT 2002-MW1 TIME PERIOD
CLASS RATING BALANCE 1-12 13-24 25-36 37-48
A1 AAA 286,748,000.00 246,539,000.00 203,900,000.00 162,400,000.00 115,000,000.00
A2 AAA 559,033,000.00 559,033,000.00 559,033,000.00 559,033,000.00 559,033,000.00
B AA 41,951,000.00 41,951,000.00 41,951,000.00 41,951,000.00 41,951,000.00
C A 46,011,000.00 46,011,000.00 46,011,000.00 46,011,000.00 46,011,000.00
D A- 10,826,000.00 10,826,000.00 10,826,000.00 10,826,000.00 10,826,000.00
E BBB+ 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00
F BBB 17,592,000.00 17,592,000.00 17,592,000.00 17,592,000.00 17,592,000.00
G BBB- 17,593,000.00 17,593,000.00 17,593,000.00 17,593,000.00 17,593,000.00
H BB+ 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00
J BB 16,239,000.00 16,239,000.00 16,239,000.00 16,239,000.00 3,200,000.00
K BB- 5,413,000.00
L B+ 8,120,000.00
M B 13,532,000.00
N B- 5,413,000.00
O NR 16,239,757.39
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------
MLMT 2002-MW1
CLASS 49-60 61-72 73-84
A1 21,000,000.00
A2 559,033,000.00 528,900,000.00 483,000,000.00
B 41,951,000.00 41,951,000.00 41,951,000.00
C 46,011,000.00 46,011,000.00 46,011,000.00
D 10,826,000.00 10,826,000.00 10,826,000.00
E 18,945,000.00 18,945,000.00 18,945,000.00
F 17,592,000.00 17,592,000.00 9,274,000.00
G 17,593,000.00 6,000,000.00
H 4,000,000.00
J
K
L
M
N
O
---------------------------------------------------------------------
MLMT 2002-MW1
-------------------------------------------
CUTOFF DATE 7/1/2002
BOND SETTLEMENT 7/11/2002
FIRST PAY 8/12/2002
-------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
MLMT 2002-MW1 TIME PERIOD
CLASS RATING BALANCE 1-12 13-24 25-36 37-48
A1 AAA 286,748,000.00 246,539,000.00 203,900,000.00 162,400,000.00 115,000,000.00
A2 AAA 559,033,000.00 559,033,000.00 559,033,000.00 559,033,000.00 559,033,000.00
B AA 41,951,000.00 41,951,000.00 41,951,000.00 41,951,000.00 41,951,000.00
C A 46,011,000.00 46,011,000.00 46,011,000.00 46,011,000.00 46,011,000.00
D A- 10,826,000.00 10,826,000.00 10,826,000.00 10,826,000.00 10,826,000.00
E BBB+ 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00
F BBB 17,592,000.00 17,592,000.00 17,592,000.00 17,592,000.00 17,592,000.00
G BBB- 17,593,000.00 17,593,000.00 17,593,000.00 17,593,000.00 17,593,000.00
H BB+ 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00 18,945,000.00
J BB 16,239,000.00 16,239,000.00 16,239,000.00 16,239,000.00 3,200,000.00
K BB- 5,413,000.00
L B+ 8,120,000.00
M B 13,532,000.00
N B- 5,413,000.00
O NR 16,239,757.39
-----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------
MLMT 2002-MW1
CLASS 49-60 61-72 73-84
A1 21,000,000.00
A2 559,033,000.00 528,900,000.00 483,000,000.00
B 41,951,000.00 41,951,000.00 41,951,000.00
C 46,011,000.00 46,011,000.00 46,011,000.00
D 10,826,000.00 10,826,000.00 10,826,000.00
E 18,945,000.00 18,945,000.00 18,945,000.00
F 17,592,000.00 17,592,000.00 9,274,000.00
G 17,593,000.00 6,000,000.00
H 4,000,000.00
J
K
L
M
N
O
----------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.8912367 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 CDR 100 CPY, 2 CDR 100 CPY, 4 CDR 100 CPY, 6 CDR
Yield Yield Yield Yield
-----------------------------------------------------------------------------------------------------------------------------
6.916568 10.3817 10.3817 10.3816 10.3816
7.016568 9.8427 9.8427 9.8427 9.8427
7.116568 9.3162 9.3162 9.3162 9.3161
7.216568 8.8016 8.8016 8.8016 8.8016
7.316568 8.2986 8.2985 8.2985 8.2985
7.416568 7.8065 7.8065 7.8065 7.8064
7.516568 7.3251 7.3251 7.3250 7.3250
7.616568 6.8539 6.8539 6.8538 6.8538
7.716568 6.3925 6.3925 6.3925 6.3925
7.816568 5.9407 5.9407 5.9406 5.9406
7.916568 5.4980 5.4980 5.4979 5.4979
8.016568 5.0641 5.0641 5.0641 5.0641
8.116568 4.6388 4.6388 4.6388 4.6388
8.216568 4.2218 4.2217 4.2217 4.2217
8.316568 3.8126 3.8126 3.8126 3.8126
8.416568 3.4112 3.4112 3.4112 3.4112
8.516568 3.0173 3.0173 3.0172 3.0172
8.616568 2.6305 2.6305 2.6305 2.6305
8.716568 2.2508 2.2507 2.2507 2.2507
8.816568 1.8777 1.8777 1.8777 1.8777
8.916568 1.5113 1.5113 1.5112 1.5112
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 135 135 135
-----------------------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760 5.760
Mod Durn 2.864 2.864 2.864 2.864
Mod Convexity 0.132 0.132 0.132 0.132
Benchmark Maturity 5.76 5.76 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 154,298,401.49(14.25%) 287,521,833.51(26.56%) 402,300,287.16(37.16%)
Total Collat Loss 0.00(0.00%) 54,801,824.30 (5.06%) 102,097,168.82 (9.43%) 142,824,977.96(13.19%)
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845 2.845
5YR 4.037 4.037 4.037 4.037
10YR 4.768 4.768 4.768 4.768
-----------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY 100 CPY
Default 2 CDR 4 CDR 6 CDR
Loss Severity 35% 35% 35% 35%
Servicer Advances 100% 100% 100% 100%
Liquidation Lag 12 12 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
-----------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 7 CDR 100 CPY, 8 CDR 100 CPY, 9 CDR 100 CPY, 10 CDR
Yield Yield Yield Yield
------------------------------------------------------------------------------------------------------------------------------------
6.916568 10.2821 9.9739 9.5035 8.9446
7.016568 9.7427 9.4333 8.9615 8.4015
7.116568 9.2157 8.9052 8.4321 7.8709
7.216568 8.7007 8.3891 7.9147 7.3524
7.316568 8.1972 7.8844 7.4089 6.8455
7.416568 7.7047 7.3909 6.9142 6.3497
7.516568 7.2229 6.9080 6.4302 5.8647
7.616568 6.7513 6.4354 5.9565 5.3900
7.716568 6.2896 5.9727 5.4927 4.9253
7.816568 5.8374 5.5195 5.0384 4.4701
7.916568 5.3944 5.0755 4.5934 4.0242
8.016568 4.9602 4.6404 4.1573 3.5873
8.116568 4.5345 4.2139 3.7298 3.1589
8.216568 4.1171 3.7956 3.3106 2.7389
8.316568 3.7077 3.3853 2.8994 2.3269
8.416568 3.3060 2.9827 2.4960 1.9227
8.516568 2.9117 2.5876 2.1001 1.5261
8.616568 2.5247 2.1998 1.7114 1.1367
8.716568 2.1446 1.8189 1.3297 0.7543
8.816568 1.7713 1.4449 0.9549 0.3788
8.916568 1.4045 1.0774 0.5866 0.0099
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 125 94 47 -8
------------------------------------------------------------------------------------------------------------------------------------
WAL 5.730 5.660 5.560 5.460
Mod Durn 2.862 2.856 2.849 2.844
Mod Convexity 0.132 0.131 0.131 0.130
Benchmark Maturity 5.73 5.66 5.56 5.46
Total Collat Group Liquidation 453,514,266.24(41.89%) 500,973,072.50(46.27%) 544,928,228.33(50.34%) 585,616,417.81(54.09%)
Total Collat Loss 160,990,731.60(14.87%) 177,820,086.13(16.43%) 193,402,761.03(17.86%) 207,823,168.37(19.20%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845 2.845
5YR 4.037 4.037 4.037 4.037
10YR 4.768 4.7675 4.768 4.7675
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY 100 CPY
Default 7 CDR 8 CDR 9 CDR 10 CDR
Loss Severity 35% 35% 35% 35%
Servicer Advances 100% 100% 100% 100%
Liquidation Lag 12 12 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.8912367 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
PRICE 0 CPR, 0 CDR 25 CPR*, 0 CDR 50 CPR*, 0 CDR
Yield Yield Yield
-------------------------------------------------------------------------------------------------------------------------
6.916568 10.3818 10.3820 10.3821
7.016568 9.8429 9.8430 9.8432
7.116568 9.3163 9.3165 9.3167
7.216568 8.8018 8.8019 8.8021
7.316568 8.2987 8.2988 8.2990
7.416568 7.8066 7.8068 7.8069
7.516568 7.3252 7.3254 7.3255
7.616568 6.8540 6.8542 6.8543
7.716568 6.3927 6.3928 6.3930
7.816568 5.9408 5.9410 5.9411
7.916568 5.4981 5.4983 5.4984
8.016568 5.0643 5.0644 5.0646
8.116568 4.6390 4.6391 4.6392
8.216568 4.2219 4.2220 4.2222
8.316568 3.8128 3.8129 3.8131
8.416568 3.4114 3.4115 3.4117
8.516568 3.0174 3.0176 3.0177
8.616568 2.6307 2.6308 2.6309
8.716568 2.2509 2.2510 2.2512
8.816568 1.8779 1.8780 1.8782
8.916568 1.5114 1.5116 1.5117
-------------------------------------------------------------------------------------------------------------------------
* POST LOCKOUT & DEFEASANCE, PREPAY PERMITTED DURING YM
-------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 135 135
-------------------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760
Mod Durn 2.864 2.864 2.864
Mod Convexity 0.132 0.132 0.132
Benchmark Maturity 5.76 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 0.00(0.00%) 0.00(0.00%)
Total Collat Loss 0.00(0.00%) 0.00(0.00%) 0.00(0.00%)
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845
5YR 4.037 4.037 4.037
10YR 4.768 4.768 4.768
-------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------
Prepay 0 CPR 25 CPR 50 CPR
Optional Redemption Call (Y) Call (Y) Call (Y)
-------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
PRICE 75 CPR*, 0 CDR 100 CPR*, 0 CDR
Xxxxx Xxxxx
----------------------------------------------------------------------------------------------
6.916568 10.3823 10.3824
7.016568 9.8433 9.8434
7.116568 9.3168 9.3169
7.216568 8.8022 8.8023
7.316568 8.2991 8.2992
7.416568 7.8071 7.8071
7.516568 7.3256 7.3257
7.616568 6.8544 6.8545
7.716568 6.3931 6.3932
7.816568 5.9412 5.9413
7.916568 5.4985 5.4986
8.016568 5.0647 5.0648
8.116568 4.6394 4.6394
8.216568 4.2223 4.2224
8.316568 3.8132 3.8132
8.416568 3.4118 3.4118
8.516568 3.0178 3.0179
8.616568 2.6311 2.6311
8.716568 2.2513 2.2513
8.816568 1.8783 1.8783
8.916568 1.5118 1.5119
----------------------------------------------------------------------------------------------
* POST LOCKOUT & DEFEASANCE, PREPAY PERMITTED DURING YM
----------------------------------------------------------------------------------------------
Spread @ Center Price 135 135
----------------------------------------------------------------------------------------------
WAL 5.760 5.760
Mod Durn 2.864 2.864
Mod Convexity 0.132 0.132
Benchmark Maturity 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 0.00(0.00%)
Total Collat Loss 0.00(0.00%) 0.00(0.00%)
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.768 4.768
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Prepay 75 CPR 100 CPR
Optional Redemption Call (Y) Call (Y)
----------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.8912367 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 CDR 100 CPY, 2 CDR 100 CPY, 4 CDR 100 CPY, 6 CDR
Yield Yield Yield Yield
------------------------------------------------------------------------------------------------------------------------------------
7.167054 10.1674 10.1674 10.1674 10.1674
7.267054 9.6480 9.6480 9.6480 9.6480
7.367054 9.1402 9.1402 9.1402 9.1402
7.467054 8.6435 8.6435 8.6435 8.6435
7.567054 8.1575 8.1575 8.1575 8.1575
7.667054 7.6818 7.6818 7.6818 7.6818
7.767054 7.2161 7.2161 7.2161 7.2161
7.867054 6.7599 6.7599 6.7599 6.7599
7.967054 6.3130 6.3130 6.3130 6.3130
8.067054 5.8750 5.8750 5.8750 5.8750
8.167054 5.4457 5.4457 5.4457 5.4457
8.267054 5.0246 5.0246 5.0246 5.0246
8.367054 4.6116 4.6116 4.6116 4.6116
8.467054 4.2063 4.2063 4.2063 4.2063
8.567054 3.8086 3.8086 3.8086 3.8086
8.667054 3.4181 3.4181 3.4181 3.4181
8.767054 3.0347 3.0347 3.0347 3.0347
8.867054 2.6581 2.6581 2.6581 2.6581
8.967054 2.2881 2.2881 2.2881 2.2881
9.067054 1.9246 1.9246 1.9246 1.9246
9.167054 1.5672 1.5672 1.5672 1.5672
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 135 135 135 135
------------------------------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760 5.760
Mod Durn 2.861 2.861 2.861 2.861
Mod Convexity 0.132 0.132 0.132 0.132
Benchmark Maturity 5.76 5.76 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 154,298,401.49(14.25%) 287,521,833.51(26.56%) 402,300,287.16(37.16%)
Total Collat Loss 0.00(0.00%) 54,801,824.30 (5.06%) 102,097,168.82 (9.43%) 142,824,977.96(13.19%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.777 2.777 2.777 2.777
5YR 3.982 3.982 3.982 3.982
10YR 4.730 4.730 4.730 4.730
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY 100 CPY
Default 2 CDR 4 CDR 6 CDR
Loss Severity 35% 35% 35% 35%
Servicer Advances 100% 100% 100% 100%
Liquidation Lag 12 12 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 7 CDR 100 CPY, 8 CDR 100 CPY, 9 CDR 100 CPY, 10 CDR
Yield Yield Yield Yield
------------------------------------------------------------------------------------------------------------------------------------
7.167054 10.0665 9.7558 9.2827 8.7199
7.267054 9.5467 9.2347 8.7604 8.1964
7.367054 9.0384 8.7253 8.2497 7.6847
7.467054 8.5413 8.2271 7.7503 7.1842
7.567054 8.0549 7.7396 7.2616 6.6945
7.667054 7.5788 7.2625 6.7834 6.2153
7.767054 7.1127 6.7953 6.3152 5.7461
7.867054 6.6562 6.3378 5.8566 5.2865
7.967054 6.2089 5.8896 5.4073 4.8363
8.067054 5.7706 5.4503 4.9670 4.3951
8.167054 5.3408 5.0196 4.5353 3.9627
8.267054 4.9194 4.5973 4.1121 3.5386
8.367054 4.5061 4.1830 3.6969 3.1226
8.467054 4.1005 3.7766 3.2895 2.7145
8.567054 3.7024 3.3777 2.8898 2.3140
8.667054 3.3116 2.9861 2.4973 1.9208
8.767054 2.9279 2.6016 2.1120 1.5347
8.867054 2.5510 2.2239 1.7335 1.1556
8.967054 2.1808 1.8528 1.3617 0.7831
9.067054 1.8169 1.4882 0.9963 0.4171
9.167054 1.4593 1.1299 0.6372 0.0573
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 125 94 47 -9
------------------------------------------------------------------------------------------------------------------------------------
WAL 5.730 5.660 5.560 5.460
Mod Durn 2.859 2.853 2.847 2.841
Mod Convexity 0.131 0.131 0.130 0.130
Benchmark Maturity 5.73 5.66 5.56 5.46
Total Collat Group Liquidation 453,514,266.24(41.89%) 500,973,072.50(46.27%) 544,928,228.33(50.34%) 585,616,417.81(54.09%)
Total Collat Loss 160,990,731.60(14.87%) 177,820,086.13(16.43%) 193,402,761.03(17.86%) 207,823,168.37(19.20%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.777 2.777 2.777 2.777
5YR 3.982 3.982 3.982 3.982
10YR 4.730 4.73 4.730 4.73
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY 100 CPY
Default 7 CDR 8 CDR 9 CDR 10 CDR
Loss Severity 35% 35% 35% 35%
Servicer Advances 100% 100% 100% 100%
Liquidation Lag 12 12 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XP
--------------------------------------------------------------------------------
Balance $993,674,000.00 Delay 11
Coupon 1.837112 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 0 CDR 100 CPY, 6 CDR 100 CPY, 0 FOR 24 THEN 10 CDR
Xxxxx Xxxxx Xxxxx
------------------------------------------------------------------------------------------------------------------
7.941546 5.4480 5.4479 5.4382
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
SPREAD @ CENTER PRICE 130 130 129
------------------------------------------------------------------------------------------------------------------
WAL 5.760 5.760 5.760
Mod Durn 2.865 2.865 2.864
Mod Convexity 0.132 0.132 0.132
Benchmark Maturity 5.76 5.76
Total Collat Group Liquidation 0.00(0.00%) 402,300,287.16(37.16%) 473,858,014.29(43.77%)
Total Collat Loss 0.00(0.00%) 142,824,977.96(13.19%) 168,463,400.74(15.56%)
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845
5YR 4.037 4.037 4.037
10YR 4.7675 4.7675 4.7675
------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY 100 CPY
Default 6 CDR 0 for 24 then 10 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 12 12
Optional Redemption Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
PRICE 100 CPY, 8 FOR 24 THEN 4 CDR 100 CPY, 5.5 CDR
Yield Yield
---------------------------------------------------------------------------------------------------------
7.941546 5.4171 5.4415
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
SPREAD @ CENTER PRICE 127 129
---------------------------------------------------------------------------------------------------------
WAL 5.750 5.760
Mod Durn 2.866 2.864
Mod Convexity 0.132 0.132
Benchmark Maturity 5.75 5.76
Total Collat Group Liquidation 350,726,979.22(32.40%) 375,202,259.12(34.66%)
Total Collat Loss 124,417,454.03(11.49%) 95,151,119.84 (8.79%)
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
2YR 2.845 2.845
5YR 4.037 4.037
10YR 4.7675 4.7675
---------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------
Prepay 100 CPY 100 CPY
Default 8 for 24 then 4 CDR 5.5 CDR
Loss Severity 35% 25%
Servicer Advances 100% 100%
Liquidation Lag 12 12
Optional Redemption Call (Y) Call (Y)
---------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
UNDERWRITERS' STATEMENT
COMPUTATIONAL MATERIALS
Xxxxxxx Xxxxx Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2002-MW1
The attached tables and statistical analysis (the "Computational Materials") are
privileged and confidential and are intended for use by the addressee only.
These Computational Materials are furnished to you solely by Xxxxxxx Xxxxx,
Xxxxxx, Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. Deutsche Bank
Securities Inc. (collectively, the "Underwriters") and not by the issuer of the
certificates identified above (the "Offered Certificates") or any other party.
The issuer of the Offered Certificates has not prepared or taken part in the
preparation of these materials. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
Numerous assumptions were used in preparing the Computational Materials which
may or may not be stated herein. As such, no assurance can be given as to the
accuracy, appropriateness or completeness of the Computational Materials in any
particular context; or as to whether the Computational Materials reflect future
performance. These Computational Materials should not be construed as either a
prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Computational Materials are
based on prepayment and other assumptions and actual experience may dramatically
affect such yields or weighted average lives. In addition, it is possible that
prepayments on the underlying assets will occur at rates slower or faster than
the rates assumed in the attached Computational Materials. Furthermore, unless
otherwise provided, the Computational Materials assume no losses on the
underlying assets and no interest shortfall. The specific characteristics of the
Offered Certificates may differ from those shown in the Computational Materials
due to difference between the actual underlying assets and the hypothetical
assets used in preparing the Computational Materials. The principal amount and
designation of any security described in the Computational Materials are subject
to change prior to issuance.
Although a registration statement (including the prospectus) relating to the
Offered Certificates has been filed with the Securities and Exchange Commission
and is effective, the final prospectus supplement relating to the Offered
Certificates has not been filed with the Securities and Exchange Commission.
This communication shall not constitute an offer to sell or the solicitation of
an offer to buy nor shall there be any sale of the Offered Certificates in any
state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Prospective purchasers are referred to the final prospectus and prospectus
supplement relating to the Offered Certificates for definitive terms of the
Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may not be
appropriate for all investors. Potential investors must be willing to assume,
among other things, market price volatility, prepayments, yield curve and
interest rate risks. Investors should fully consider the risk of an investment
in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
MLMT 02-MW1 - PRICE/YIELD - CLASS XC
--------------------------------------------------------------------------------
Balance $1,082,600,757.39 Delay 11
Coupon 0.1937243 Dated 7/1/2002
Settle 07/11/02 First Payment 8/12/2002
--------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
PRICE 0 CPY, 0 CDR 100 CPY, 0 CDR 0 CPY, 0 FOR 24 THEN 2 CDR 0 CPY, 0 FOR 24 THEN 3 CDR
Xxxxx Xxxxx Xxxxx Xxxxx
------------------------------------------------------------------------------------------------------------------------------------
3.282657 9.9317 9.0374 8.0400 7.0922
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Spread @ Center Price 536 450 352 260
------------------------------------------------------------------------------------------------------------------------------------
WAL 8.650 8.430 8.300 8.140
Mod Durn 5.602 5.545 5.656 5.688
Mod Convexity 0.405 0.397 0.415 0.420
Benchmark Maturity 8.65 8.43 8.30 8.14
Total Collat Group Liquidation 0.00(0.00%) 0.00(0.00%) 116,882,529.74(10.80%) 170,711,533.45(15.77%)
Total Collat Loss 0.00(0.00%) 0.00(0.00%) 41,577,928.27 (3.84%) 60,721,533.08 (5.61%)
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
2YR 2.845 2.845 2.845 2.845
5YR 4.037 4.037 4.037 4.037
10YR 4.768 4.768 4.768 4.768
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
Prepay 0 CPY 100 CPY 0 CPY 0 CPY
Default 0 CDR 0 for 24 then 2 CDR 0 for 24 then 3 CDR
Loss Severity 35% 35%
Servicer Advances 100% 100%
Liquidation Lag 12 12
Optional Redemption Call (Y) Call (Y) Call (Y) Call (Y)
------------------------------------------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which accompanies these
Computational Materials.
Prospective investors are advised to carefully read, and should rely solely on,
the final prospectus and prospectus supplement (collectively, the "Final
Prospectus") relating to the certificates referred to herein (the "Offered
Certificates") in making their investment decision. These Computational
Materials have been based upon the assumptions described above, which most
likely will not represent the actual experience of the Mortgage Pool in the
future. No representation is made herein as to the actual rate or timing of
principal payments or prepayments on any of the underlying Mortgage Loans in the
Mortgage Pool or the actual performance characteristics of the Offered
Certificates. Prior to making any investment decision, a prospective investor
should receive and fully review the Final Prospectus. NOTHING HEREIN SHOULD BE
CONSIDERED AN OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY ANY OFFERED
CERTIFICATES.
--------------------------------------------------------------------------------
EXHIBIT B
[XXXXXXX XXXXX LOGO] [WACHOVIA SECURITIES LOGO]
STRUCTURAL AND COLLATERAL TERM SHEET
$944,569,000 (APPROXIMATE)
XXXXXXX XXXXX MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates, Series 2002-MW1
Offered Classes A-1, A-2, A-3, A-4, B, C and D Certificates
XXXXXXX XXXXX MORTGAGE LENDING, INC.
WACHOVIA BANK, NATIONAL ASSOCIATION
Mortgage Loan Sellers
WACHOVIA BANK, NATIONAL ASSOCIATION
Master Servicer
LEND LEASE ASSET MANAGEMENT, L.P.
Special Servicer
JULY 2002
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
XXXXXXX XXXXX & CO. WACHOVIA SECURITIES
DEUTSCHE BANK SECURITIES
TABLE OF CONTENTS
STRUCTURAL OVERVIEW...........................................................2
Offered Certificates.....................................................2
Non-Offered Certificates.................................................2
STRUCTURAL REPRESENTATION.....................................................3
TRANSACTION TERMS.............................................................4
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE..........................8
General Characteristics..................................................8
Loan Sellers.............................................................9
Property Types...........................................................9
Property Location.......................................................10
Property Location Map...................................................11
Cut-Off Date Principal Balance Of Mortgage Loans........................12
Mortgage Rate...........................................................12
Debt Service Coverage Ratios............................................13
Cut-Off Date Loan-To-Value Ratios.......................................13
Maturity Date Or Anticipated Repayment Date Loan-To-Value Ratios........14
Original Terms To Maturity Or Anticipated Repayment Date................14
Remaining Terms To Maturity Or Anticipated Repayment Date...............15
Seasoning...............................................................15
Original Amortization Terms.............................................15
Remaining Stated Amortization Terms.....................................16
Amortization Type.......................................................16
Lock Boxes..............................................................16
Escrow Types............................................................16
Prepayment Provisions Summary...........................................17
Mortgage Pool Prepayment Profile........................................17
TEN LARGEST MORTGAGE LOANS...................................................18
ADDITIONAL MORTGAGE LOAN INFORMATION.........................................54
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
1
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
--------------------------------------------------------------------------------
OFFERED CERTIFICATES
APPROX. % ASSUMED
EXPECTED RATINGS APPROX. OF CUT-OFF WEIGHTED FINAL
--------------------- CERTIFICATE CREDIT DATE POOL AVERAGE PRINCIPAL DISTRIBUTION
CLASS XXXXX'X S&P BALANCE(1) SUPPORT BALANCE LIFE(YRS)(2) WINDOW(2) DATE(2) RATE TYPE
=================================================================================================================================
A-1 Aaa AAA $67,917,000 21.875% 6.27% 2.800 08/02-02/07 2/12/2007 Fixed
---------------------------------------------------------------------------------------------------------------------------------
A-2 Aaa AAA 97,857,000 21.875 9.04 5.100 02/07-11/08 11/12/2008 Fixed
---------------------------------------------------------------------------------------------------------------------------------
A-3 Aaa AAA 120,974,000 21.875 11.17 7.813 11/08-08/11 8/12/2011 Fixed
---------------------------------------------------------------------------------------------------------------------------------
A-4 Aaa AAA 559,033,000 21.875 51.64 9.605 08/11-06/12 6/12/2012 Fixed
---------------------------------------------------------------------------------------------------------------------------------
B Aa2 AA 41,951,000 18.000 3.88 9.919 06/12-06/12 6/12/2012 Fixed
---------------------------------------------------------------------------------------------------------------------------------
C A2 A 46,011,000 13.750 4.25 9.919 06/12-06/12 6/12/2012 Fixed
---------------------------------------------------------------------------------------------------------------------------------
D A3 A- 10,826,000 12.750 1.00 9.919 06/12-06/12 6/12/2012 Fixed
=================================================================================================================================
NON-OFFERED CERTIFICATES
CERTIFICATE APPROX. % ASSUMED
EXPECTED RATINGS BALANCE OR APPROX. OF CUT-OFF WEIGHTED FINAL
---------------------- NOTIONAL CREDIT DATE POOL AVERAGE PRINCIPAL DISTRIBUTION
CLASS XXXXX'X S&P AMOUNT(1) SUPPORT BALANCE LIFE(YRS)(2) WINDOW(2) DATE(2) RATE TYPE
===================================================================================================================================
E(3) (3) (3) $18,945,000 11.000% 1.75 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
F(3) (3) (3) 17,592,000 9.375 1.62 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
G(3) (3) (3) 17,593,000 7.750 1.63 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
H(3) (3) (3) 18,945,000 6.000 1.75 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
J(3) (3) (3) 16,239,000 4.500 1.50 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
K(3) (3) (3) 5,413,000 4.000 0.50 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
L(3) (3) (3) 8,120,000 3.250 0.75 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
M(3) (3) (3) 13,532,000 2.000 1.25 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
N(3) (3) (3) 5,413,000 1.500 0.50 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
O(3) (3) (3) 16,239,757 0.000 1.50 (3) (3) (3) Fixed
-----------------------------------------------------------------------------------------------------------------------------------
XC(3) (3) (3) 1,082,600,757(4) N/A N/A N/A (3) (3) Variable
-----------------------------------------------------------------------------------------------------------------------------------
XP(3) (3) (3) 993,674,000(4) N/A N/A N/A (3) (3) Variable
===================================================================================================================================
(1) In the case of each such Class, subject to a permitted variance of plus or
minus 5%.
(2) As of the cut-off date, the weighted average life, principal window and
assumed final distribution date were calculated assuming no prepayments will
be made on the mortgage loans prior to their related maturity dates (or, in
the case of ARD Loans, their Anticipated Repayment Dates) and the other
assumptions set forth under "YIELD AND MATURITY CONSIDERATIONS--Yield
Considerations" in the prospectus supplement.
(3) Not offered hereby. Any information provided herein regarding the terms of
these certificates is provided only to enhance your understanding of the
offered certificates.
(4) The class XC and XP certificates will not have a certificate balance and
their holders will not receive distributions of principal, but such holders
are entitled to receive payments of the aggregate interest accrued on the
notional amount of each of the components of the class XC and XP
certificates as described in the prospectus supplement. The interest rate
applicable to each component of the class XC and XP certificates for each
distribution date will equal the rate specified in the prospectus
supplement.
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
2
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
STRUCTURAL REPRESENTATION
--------------------------------------------------------------------------------
ADMINISTRATIVE FEE
CLASS XC CERTIFICATES*
(NON-OFFERED)
CLASS XP CERTIFICATES*
(NON-OFFERED)
Class Class Class Class Class Class Class Class
A-1 A-2 A-3 A-4 B C D E
Certificates Certificates Certificates Certificates Certificates Certificates Certificates Certificates
(Offered) (Offered) (Offered) (Offered) (Offered) (Offered) (Offered) (Non-
Offered)
Aaa/AAA Aaa/AAA Aaa/AAA Aaa/AAA Aa2/AA A2/A Aa3/A-
Class Class Class Class Remaining
F G H J Non-Offered
Certificates Certificates Certificates Certificates Certificates
(Non- (Non- (Non- (Non-
Offered) Offered) Offered) Offered)
* The class XP certificates and class XC certificates are depicted as of
the cut-off date. The interest rate for the class XP certificates will
equal the weighted average of the class XP strip rates. The class XP
strip rates are based on the interest rates for the following
components: (a) from the initial distribution date through the
distribution date in July 2003, components corresponding to a portion of
the class A-1 certificates and the class A-2 certificates through the
class J certificates, (b) from the distribution date in July 2003
through the distribution date in July 2004, components corresponding to
a portion of the class A-2 certificates and the class A-3 certificates
through the class J certificates, (c) from the distribution date in July
2004 through the distribution date in July 2005, components
corresponding to a portion of the class A-2 certificates and the class
A-3 certificates through the class J certificates, (d) from the
distribution date in July 2005 through the distribution date in July
2006, components corresponding to a portion of the class A-3
certificates, the class A-4 certificates through the class H
certificates and a portion of the class J certificates, (e) from the
distribution date in July 2006 though the distribution date in July
2007, components corresponding to a portion of the class A-3
certificates, the class A-4 certificates through the class G
certificates and a portion of the class H certificates, (f) from the
distribution date in July 2007 through the distribution date in July
2008, components corresponding to a portion of the class A-4
certificates, the class B certificates through the loss F certificates
and a portion of the class G certificates, and (g) from the distribution
date in July 2008 through the distribution date in July 2009, components
corresponding to a portion of the class A-4 certificates, the class B
certificates through the class E certificates and a portion of the class
F certificates. After the distribution date in July 2009, the class XP
strip rate will be 0% per annum. The pass-through rate of the class XC
certificates will equal the weighted average of the XC strip rates as
further described m the prospectus supplement.
Note: Classes are not drawn to scale.
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
3
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
TRANSACTION TERMS
--------------------------------------------------------------------------------
NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS
ASCRIBED TO THEM IN THE RELATED PROSPECTUS SUPPLEMENT.
ISSUE TYPE Sequential pay REMIC. Class A-1, A-2, A-3, A-4, B, C and D
certificates are offered publicly. All other certificates
will be privately placed to qualified institutional buyers
or to institutional accredited investors.
CUT-OFF DATE All mortgage loan characteristics are based on balances as
of the cut-off date of July 1, 2002 (or with respect to
one mortgage loan, July 10, 2002) after application of all
payments due on or before such date (whether or not
received). All percentages presented herein are
approximate.
MORTGAGE POOL The mortgage pool consists of 101 mortgage loans with an
aggregate initial mortgage pool balance of $1,082,600,757,
subject to a variance of plus or minus 5%. The mortgage
loans are secured by 166 mortgaged real properties located
throughout 35 states.
DEPOSITOR Xxxxxxx Xxxxx Mortgage Investors, Inc.
MORTGAGE LOAN Xxxxxxx Xxxxx Mortgage Lending, Inc. -- 58.3% of the
SELLERS initial mortgage pool balance.
Wachovia Bank, National Association -- 41.7% of the
initial mortgage pool balance.
UNDERWRITERS Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx & Xxxxx Incorporated,
Wachovia Securities, Inc. and Deutsche Bank Securities
Inc.
TRUSTEE LaSalle Bank National Association
FISCAL AGENT ABN AMRO Bank, N.V.
MASTER SERVICER Wachovia Bank, National Association
SPECIAL SERVICER Lend Lease Asset Management, L.P.
RATING AGENCIES Xxxxx'x Investors Service, Inc. and Standard and Poor's
Ratings Services, a division of The XxXxxx-Xxxx Companies,
Inc.
DENOMINATIONS $25,000 minimum for the offered certificates.
CLOSING DATE On or about July 11, 2002.
SETTLEMENT TERMS Book-entry through DTC for all offered certificates.
DETERMINATION DATE The 8th day of each month, or if such 8th day is not
a business day, the next succeeding business day,
commencing with respect to the offered certificates in
August 2002.
DISTRIBUTION DATE The fourth business day after the related determination
date.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
4
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
TRANSACTION TERMS
--------------------------------------------------------------------------------
INTEREST DISTRIBUTIONS Each class of offered certificates will be entitled on
each distribution date to interest accrued at its
pass-through rate for such distribution date on the
outstanding certificate balance of such class during the
prior calendar month. Interest on the offered
certificates will be calculated on the basis of twelve
30-day months and a 360-day year. Interest will be
distributed on each distribution date, to the extent of
available funds, in sequential order of class
designations with class A-1, class A-2, class A-3, class
A-4, class XC and class XP ranking pari passu in
entitlement to interest.
PRINCIPAL Principal will be distributed on each distribution date,
DISTRIBUTIONS to the extent of available funds, to the class of
sequential pay certificates outstanding with the earliest
alphabetical/numerical class designation until its
certificate balance is reduced to zero. If, due to
losses, the certificate balances of the class B through
class O certificates are reduced to zero, payments of
principal to the class A-1, class A-2, class A-3 and
class A-4 certificates will be made on a pro rata basis.
LOSSES Realized Losses and Additional Trust Fund Expenses, if
any, will be allocated to the class O, class N, class M,
class L, class K, class J, class H, class G, class F,
class E, class D, class C, and class B certificates, in
that order, and then, pro rata, to the class A-1, class
A-2, class A-3 and class A-4 certificates.
PREPAYMENT PREMIUMS Any prepayment premiums or yield maintenance charges
AND YIELD MAINTENANCE collected will be distributed to certificateholders on
CHARGES the distribution date following the collection period in
which the prepayment occurred. On each distribution date,
the holders of each class of offered certificates and
class E, class F and class G certificates then entitled
to principal distributions will be entitled to a portion
of prepayment premiums or yield maintenance charges equal
to the product of (a) the amount of such prepayment
premiums or yield maintenance charges, multiplied by (b)
a fraction, the numerator of which is equal to the
excess, if any, of the pass-through rate of such class of
certificates over the relevant discount rate, and the
denominator of which is equal to the excess, if any, of
the mortgage rate of the prepaid mortgage loan over the
relevant discount rate, multiplied by (c) a fraction, the
numerator of which is equal to the amount of principal
distributable on such class of certificates on such
distribution date, and the denominator of which is the
Principal Distribution Amount for such distribution date.
The portion, if any, of the prepayment premiums or yield
maintenance charges remaining after any payments
described above will be distributed to the holders of the
class XC certificates (not offered hereby).
ADVANCES The master servicer and, if it fails to do so, the
trustee or the fiscal agent will be obligated to make P&I
advances and servicing advances, including delinquent
property taxes and insurance, but only to the extent that
such advances are deemed recoverable and in the case of
P&I advances subject to appraisal reductions that may
occur.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
5
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
TRANSACTION TERMS
--------------------------------------------------------------------------------
APPRAISAL REDUCTIONS An appraisal reduction generally will be created in the
amount, if any, by which the principal balance of a
required appraisal loan (plus other amounts overdue or
advanced in connection with such loan) exceeds 90% of the
appraised value of the related mortgaged property plus
all escrows and reserves (including letters of credit)
held with respect to the mortgage loan. As a result of
calculating an Appraisal Reduction Amount for a given
mortgage loan, the interest portion of any P&I advance
for such loan will be reduced, which will have the effect
of reducing the amount of interest available for
distribution to the certificates in reverse alphabetical
order of the classes. A required appraisal loan will
cease to be a required appraisal loan when the related
mortgage loan has been brought current for at least three
consecutive months and no other circumstances exist which
would cause such mortgage loan to be a required appraisal
loan.
OPTIONAL TERMINATION The master servicer, the special servicer and certain
certificateholders will have the option to terminate the
trust, in whole but not in part, and purchase the
remaining assets of the trust on or after the
distribution date on which the stated principal balance
of the mortgage loans then outstanding is less than 1.0%
of the initial mortgage pool balance. Such purchase price
will generally be at a price equal to the unpaid
aggregate principal balance of the mortgage loans (or
fair market value in the case of REO Properties), plus
accrued and unpaid interest and certain other additional
trust fund expenses.
CONTROLLING CLASS The class of sequential pay certificates (a) which bears
the latest alphabetical class designation (other than the
class XC, XP, Z-I, Z-II, R-I and R-II certificates) and
(b) the certificate balance of which is (i) greater than
25% of its original certificate balance and (ii) equal to
or greater than 1.0% of the sum of the original
certificate balances of all the sequential pay
certificates; provided, however, that if no class of
sequential pay certificates satisfies clause (b) above,
the controlling class will be the outstanding class of
sequential pay certificates bearing the latest
alphabetical class designation (other than the class XC,
XP, Z-I, Z-II, R-I and R-II certificates); provided,
further, with respect to certain issues related to the AB
Mortgage Loans, the holder of the related companion loan
will have certain rights to direct the special servicer,
as described in the prospectus supplement.
ERISA The offered certificates are expected to be ERISA
eligible.
SMMEA The class A-1, A-2, A-3, A-4 and B certificates are
expected to be "mortgage-related securities" for the
purposes of SMMEA so long as they remain rated in one of
the two highest rating categories by a nationally
recognized statistical rating organization.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
6
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
TRANSACTION TERMS
--------------------------------------------------------------------------------
CONTACTS
XXXXXXX XXXXX & CO. WACHOVIA SECURITIES, INC.
Xxxx Xxxx Xxxxxxx X. Xxxxxx
(000) 000-0000 (Phone) (000) 000-0000 (Phone)
(000) 000 0000 (Fax) (000) 000-0000 (Fax)
Xxxx Xxxxxxxx Xxxxx Xxxxxx
(000) 000-0000 (Phone) (000) 000-0000 (Phone)
(000) 000 0000 (Fax) (000) 000-0000 (Fax)
Xxxxx Xxxxxxx Xxx Xxxxx
(000) 000-0000 (Phone) (000) 000-0000 (Phone)
(000) 000-0000 (Fax) (000) 000-0000 (Fax)
DEUTSCHE BANK SECURITIES INC.
Xxxxxx Xxxxxxx
(000) 000-0000 (Phone)
(000) 000-0000 (Fax)
Xxxxx Xxxxxxxxx
(000) 000-0000 (Phone)
(000) 000-0000 (Fax)
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
7
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
(THE SUM OF AGGREGATE PERCENTAGE CALCULATIONS IN THE TABLES MAY NOT EQUAL 100%
DUE TO ROUNDING.)
--------------------------------------------------------------------------------
GENERAL CHARACTERISTICS
Initial mortgage pool balance....................................................................... $1,082,600,757
Number of mortgage loans............................................................................ 101
Number of mortgaged properties...................................................................... 166
Percentage of investment grade shadow rated loans (mortgage loan Nos. 2, 3, and 19)................. 13.4%
Number of crossed loan pools........................................................................ 3
Crossed loan pools as a percentage of initial mortgage pool balance................................. 5.8%
Number of single note multi-property pools.......................................................... 3
Single note multi-property pools as a percentage of initial mortgage pool balance................... 13.7%
Weighted average underwritten debt service coverage ratio........................................... 1.41x
Maximum underwritten debt service coverage ratio.................................................... 1.75x
Minimum underwritten debt service coverage ratio.................................................... 1.20x
Weighted average cut-off date loan-to-value ratio................................................... 71.1%
Maximum cut-off date loan-to-value ratio............................................................ 80.0%
Minimum cut-off date loan-to-value ratio............................................................ 20.3%
Average cut-off date principal balance.............................................................. $10,718,819
Maximum cut-off date principal balance.............................................................. $74,919,760
Minimum cut-off date principal balance.............................................................. $1,553,832
Weighted average mortgage interest rate............................................................. 7.305%
Maximum mortgage interest rate...................................................................... 8.125%
Minimum mortgage interest rate...................................................................... 6.330%
Weighted average original term to maturity or anticipated repayment date (months)................... 114
Maximum original term to maturity or anticipated repayment date (months)............................ 204
Minimum original term to maturity or anticipated repayment date (months)............................ 48
Weighted average remaining term to maturity or anticipated repayment date (months).................. 110
Maximum remaining term to maturity or anticipated repayment date (months)........................... 204
Minimum remaining term to maturity or anticipated repayment date (months)........................... 48
Number of mortgage loans with balloon payments (excluding mortgage loans with anticipated repayment
dates)......................................................................................... 87
Aggregate cut-off date principal balance of mortgage loans with balloon payments (excluding
mortgage loans with anticipated repayment dates)............................................... $784,132,952
Number of mortgage loans with anticipated repayment dates........................................... 13
Aggregate cut-off date principal balance of mortgage loans with anticipated repayment dates......... $294,367,806
Number of fully amortizing mortgage loans........................................................... 1
Aggregate cut-off date principal balance of fully amortizing mortgage loans......................... $4,100,000
Percentage of initial mortgage pool balance of mortgage loans secured by mortgaged real properties
occupied by a single tenant (certain of such single tenants may have one or more sub-tenants
at such properties)............................................................................ 10.3%
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
8
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
LOAN SELLERS
% OF WTD. AVG.
AGGREGATE INITIAL REMAINING
MORTGAGE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
LOAN MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
SELLER LOANS BALANCE(1) BALANCE(1) DSCR LTV RATIO(1) (MONTHS) RATE
====================================================================================================================================
Xxxxxxx Xxxxx 62 $ 630,733,981 58.3% 1.43x 71.2% 111 7.370%
Wachovia 39 451,866,776 41.7 1.38 70.9 109 7.215
-------------- -------------------- ------------ ----------- --------------- ------------- -----------
101 $ 1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
PROPERTY TYPES
% OF WTD. AVG.
NUMBER OF AGGREGATE INITIAL WTD. AVG. REMAINING
MORTGAGED CUT-OFF DATE MORTGAGE CUT-OFF TERM TO WTD. AVG. WTD. AVG.
REAL PRINCIPAL POOL WTD. AVG. DATE LTV MATURITY/ARD MORTGAGE LOAN
PROPERTY TYPE PROPERTIES BALANCE(1) BALANCE(1) DSCR RATIO(1) (MONTHS) RATE PER UNIT
====================================================================================================================================
Retail 34 $ 388,667,645 35.9% 1.42x 72.4% 117 7.315% $ 120
Anchored 26 353,749,275 32.7 1.43 72.1 117 7.298 115
Unanchored 5 22,175,299 2.0 1.31 75.9 107 7.639 184
Shadow Anchored(2) 3 12,743,072 1.2 1.40 74.8 118 7.216 135
Multifamily 41 321,616,432 29.7 1.35 75.3 109 7.034 54,508
Office 20 200,369,748 18.5 1.36 69.6 111 7.423 112
Self Storage 58 69,289,153 6.4 1.71 58.3 117 7.827 43
Industrial 6 42,920,658 4.0 1.44 71.6 78 7.427 33
Hospitality 3 34,319,002 3.2 1.53 51.1 92 7.994 82,616
Mixed Use 3 22,878,380 2.1 1.30 70.2 78 7.094 143
MHC(3) 1 2,539,739 0.2 1.46 74.7 115 7.160 16,932
----------------------- ------------- --------------- --------- ------------ ----------- ------------ ----------- ----------
166 $1,082,600,757 100.0% 1.41x 71.1% 110 7.305% $ 18,922
====================================================================================================================================
(1) For mortgage loans secured by multiple properties, the cut-off date
principal balance is allocated based on the allocated loan balance
specified in the related loan documents or to the extent not specified in
the related loan documents, it is allocated on an individual property's
appraised value as a percentage of the total appraised value of all of the
related mortgaged real properties.
(2) A mortgaged real property is classified as shadow anchored if it is located
in close proximity to an anchored retail property.
(3) Manufactured housing communities.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
9
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
PROPERTY LOCATION
% OF WTD. AVG.
AGGREGATE INITIAL REMAINING
NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
MORTGAGED REAL PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
STATES PROPERTIES BALANCE (2) BALANCE DSCR LTV RATIO (2) (MONTHS) RATE
====================================================================================================================================
CA 26 $ 235,127,661 21.7% 1.44x 67.6% 106 7.265%
Northern(1) 8 103,252,270 9.5 1.28 74.9 103 7.081
Southern(1) 18 131,875,392 12.2 1.57 61.9 108 7.409
VA 12 74,815,233 6.9 1.40 70.8 116 7.485
NY 8 74,190,146 6.9 1.40 69.1 115 7.585
FL 15 73,413,395 6.8 1.40 73.9 117 7.327
MI 7 67,760,362 6.3 1.42 70.3 106 7.397
PA 5 60,451,037 5.6 1.46 67.0 106 6.883
NV 7 53,306,972 4.9 1.36 74.2 111 7.089
NC 5 45,273,660 4.2 1.33 73.4 122 7.321
MA 6 44,439,990 4.1 1.32 75.5 115 7.439
TX 13 40,731,102 3.8 1.47 71.4 101 7.491
WA 4 35,318,602 3.3 1.33 70.5 116 6.965
NJ 4 32,650,456 3.0 1.47 70.3 116 7.364
OH 6 27,690,671 2.6 1.54 65.7 93 7.850
RI 4 26,756,771 2.5 1.38 75.7 109 7.424
TN 6 23,691,717 2.2 1.48 74.3 116 7.364
GA 4 23,141,899 2.1 1.25 77.8 113 6.908
KS 1 21,343,137 2.0 1.38 79.9 119 7.190
OK 2 20,267,780 1.9 1.29 78.9 110 7.023
CT 2 18,474,729 1.7 1.43 74.1 116 7.232
IL 4 17,865,212 1.7 1.34 74.2 116 7.219
OR 1 14,750,000 1.4 1.30 70.9 60 6.740
LA 2 9,667,402 0.9 1.42 77.9 119 7.252
SC 3 9,121,005 0.8 1.37 77.1 114 7.463
CO 4 8,566,560 0.8 1.34 69.3 110 7.713
KY 1 5,986,714 0.6 1.31 76.8 117 7.125
MO 1 4,576,639 0.4 1.32 76.3 115 7.000
MD 2 3,472,471 0.3 1.72 57.9 117 7.870
AZ 2 2,889,239 0.3 1.72 57.9 117 7.870
NH 2 2,325,947 0.2 1.72 57.9 117 7.870
WI 2 1,475,526 0.1 1.72 57.9 117 7.870
DE 1 925,195 0.1 1.72 57.9 117 7.870
IA 1 802,566 0.1 1.72 57.9 117 7.870
UT 1 513,443 0.1 1.72 57.9 117 7.870
NE 1 414,742 (3) 1.72 57.9 117 7.870
NM 1 402,779 (3) 1.72 57.9 117 7.870
------------- ---------------- ----------- ---------- -------------- -------------- --------
166 $1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
(1) For purposes of determining whether a mortgaged real property is located in
Northern California or Southern California, mortgaged real properties
located north of San Xxxx Obispo County, Xxxx County and San Bernardino
County were included in Northern California and mortgaged real properties
located in and south of such counties were included in Southern California.
(2) For mortgage loans secured by multiple properties, the cut-off date
principal balance is allocated based on the allocated loan balance
specified in the related loan documents or to the extent not specified in
the related loan documents, it is allocated on an individual property's
appraised value as a percentage of the total appraised value of all of the
related mortgaged real properties.
(3) Less than 0.1% of the initial mortgage pool balance.
o THE MORTGAGED REAL PROPERTIES ARE LOCATED THROUGHOUT 35 STATES.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
10
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
PROPERTY LOCATION MAP
[GRAPHIC OMITTED]
VIRGINIA
12 properties
$74,815,233
6.9% of total
MICHIGAN
7 properties
$67,760,362
6.3% of total
SOUTHERN
CALIFORNIA
18 properties
$131,875,392
12.2% of total
PENNSYLVANIA
5 properties
$60,451,037
5.6% of total
CALIFORNIA (1)
26 properties
$235,127,661
21.7% of total
NEW YORK
8 properties
$74,190,146
6.9% of total
FLORIDA
15 properties
$73,413,395
6.8% of total
NORTHERN
CALIFORNIA
8 properties
$103,252,270
9.5% of total
1 For purposes of determining whether a mortgaged real property is located in
Northern California or Southern California, mortgaged real properties
located north of San Xxxx Obispo County, Xxxx County and San Bernardino
County were included in Northern California and mortgaged real properties
located in and south of such counties were included in Southern California.
-------------------------------------------
[ ] < 1.0% of Cut-Off Date Balance
[ ] 1.0% - 5.0% of Cut-Off Date Balance
[ ] 5.1% - 10.0% of Cut-Off Date Balance
[ ] > 10.0% of Cut-Off Date Balance
-------------------------------------------
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
11
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
CUT-OFF DATE PRINCIPAL BALANCE OF MORTGAGE LOANS
% OF WTD. AVG.
AGGREGATE INITIAL REMAINING
RANGE OF NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
CUT-OFF DATE MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
BALANCES ($) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
less than 2,000,001 3 $ 5,279,046 0.5% 1.29x 72.2% 76 7.250%
2,000,001 - 3,000,000 13 33,185,351 3.1 1.41 74.1 111 7.362
3,000,001 - 4,000,000 15 53,556,759 4.9 1.31 74.1 114 7.399
4,000,001 - 5,000,000 11 48,612,376 4.5 1.35 73.6 111 7.182
5,000,001 - 6,000,000 10 55,801,339 5.2 1.39 72.3 111 7.211
6,000,001 - 7,000,000 3 18,667,829 1.7 1.34 75.6 107 7.267
7,000,001 - 8,000,000 2 14,765,099 1.4 1.50 71.4 104 7.102
8,000,001 - 9,000,000 9 78,509,936 7.3 1.36 65.9 104 7.436
9,000,001 - 10,000,000 4 37,817,900 3.5 1.44 73.3 114 7.563
10,000,001 - 15,000,000 12 148,165,584 13.7 1.43 72.5 99 7.123
15,000,001 - 20,000,000 6 103,713,947 9.6 1.34 69.1 115 7.208
20,000,001 - 25,000,000 6 132,663,309 12.3 1.30 76.9 105 7.174
25,000,001 - 30,000,000 1 25,958,855 2.4 1.47 74.2 118 6.630
35,000,001 - 40,000,000 1 35,925,511 3.3 1.35 71.6 117 7.420
40,000,001 - 45,000,000 2 85,312,161 7.9 1.34 72.3 117 7.309
60,000,001 - 65,000,000 2 129,745,996 12.0 1.74 58.2 118 7.670
70,000,001 - 75,000,000 1 74,919,760 6.9 1.33 77.5 114 7.420
-------- ----------------- ---------- -------- ----------- -------------- ---------
101 $ 1,082,600,757 100.0% 1.41X 71.1% 110 7.305%
====================================================================================================================================
o THE AVERAGE CUT-OFF DATE PRINCIPAL BALANCE IS $10,718,819.
MORTGAGE RATE
% OF WTD. AVG.
AGGREGATE INITIAL REMAINING
RANGE OF NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
MORTGAGE MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
RATES (%) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
6.250 - 6.499 2 $ 18,673,373 1.7% 1.46x 78.0% 98 6.361%
6.500 - 6.749 3 64,108,855 5.9 1.34 74.8 83 6.670
6.750 - 6.999 10 96,050,514 8.9 1.33 75.2 117 6.902
7.000 - 7.249 27 238,776,196 22.1 1.35 75.3 117 7.108
7.250 - 7.499 36 403,700,975 37.3 1.43 71.6 111 7.393
7.500 - 7.749 13 136,116,009 12.6 1.34 68.4 110 7.558
7.750 - 7.999 8 106,774,554 9.9 1.61 61.2 110 7.868
8.000 - 8.249 2 18,400,281 1.7 1.58 40.9 77 8.083
--------- ---------------- ----------- ------------ ------------ -------------- ---------------
101 $ 1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
o THE WEIGHTED AVERAGE MORTGAGE RATE IS 7.305%.
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
12
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
DEBT SERVICE COVERAGE RATIOS
% OF WTD. AVG.
AGGREGATE INITIAL REMAINING
NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
RANGE OF MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
DSCRS LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
less than 1.20x 1 $ 20,800,000 1.9% 1.20x 80.0% 113 6.800%
1.20 - 1.24 8 62,856,615 5.8 1.22 67.4 90 7.073
1.25 - 1.29 21 192,908,586 17.8 1.28 74.9 111 7.231
1.30 - 1.34 21 219,707,547 20.3 1.32 75.9 112 7.263
1.35 - 1.39 22 229,230,682 21.2 1.37 73.4 114 7.360
1.40 - 1.44 10 75,234,486 6.9 1.43 68.3 103 7.373
1.45 - 1.49 5 64,642,158 6.0 1.48 71.7 111 7.133
1.50 - 1.54 2 22,895,490 2.1 1.52 71.2 93 6.935
1.55 - 1.59 4 23,512,846 2.2 1.58 64.7 118 7.138
1.60 - 1.64 1 12,466,071 1.2 1.65 66.0 116 7.290
1.65 - 1.69 1 2,800,000 0.3 1.70 63.6 120 7.000
1.70 - 1.74 4 90,594,808 8.4 1.72 59.5 107 7.804
1.75 - 1.79 1 64,951,470 6.0 1.75 58.5 119 7.470
------------ ------------------ ----------- ------------ -------------- ------------------- ---------
101 $ 1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
o THE WEIGHTED AVERAGE DEBT SERVICE COVERAGE RATIO IS 1.41X.
CUT-OFF DATE LOAN-TO-VALUE RATIOS
% OF WTD. AVG.
AGGREGATE INITIAL REMAINING
RANGE OF NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG TERM TO WTD. AVG.
CUT-OFF DATE MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
LTV RATIOS LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
less than 25.1% 1 $ 9,000,000 0.8% 1.40x 20.3% 48 8.040%
40.1 - 45.0 1 15,122,173 1.4 1.21 42.0 114 7.565
55.1 - 60.0 3 135,225,420 12.5 1.73 58.1 118 7.664
60.1 - 65.0 7 68,297,454 6.3 1.55 62.5 94 7.577
65.1 - 70.0 14 119,013,837 11.0 1.42 68.4 119 7.361
70.1 - 75.0 37 359,382,355 33.2 1.35 73.7 112 7.218
75.1 - 80.0 38 376,559,519 34.8 1.33 78.1 107 7.164
------------ ------------------ ----------- ------------ -------------- ------------------- ---------
101 $ 1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
o THE WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO IS 71.1%
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
13
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
MATURITY DATE OR ANTICIPATED REPAYMENT DATE LOAN-TO-VALUE RATIOS
% OF WTD. AVG.
RANGE OF AGGREGATE INITIAL REMAINING
MATURITY DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
LOAN-TO-VALUE MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
RATIOS(1) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
less than 5.1% 1 $ 4,100,000 0.4% 1.36x 65.1% 204 6.750%
5.1 - 20.0 2 24,122,173 2.2 1.28 33.9 89 7.742
40.1 - 50.0 2 70,273,950 6.5 1.71 57.7 117 7.843
50.1 - 55.0 5 107,476,107 9.9 1.65 60.0 115 7.523
55.1 - 60.0 13 72,737,911 6.7 1.45 67.2 110 7.421
60.1 - 65.0 20 211,577,873 19.5 1.39 71.5 113 7.276
65.1 - 70.0 43 445,047,618 41.1 1.35 75.8 111 7.214
70.1 - 75.0 13 103,065,126 9.5 1.34 79.2 105 7.249
75.1 - 80.0 2 44,200,000 4.1 1.20 78.9 85 6.731
------------ ------------------ ----------- ------------ --------------- ------------------ ----------
101 $ 1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
(1) With respect to the ARD Loans, the maturity date loan-to-value ratio was
calculated with respect to the related anticipated repayment date.
o THE WEIGHTED AVERAGE MATURITY DATE OR ANTICIPATED REPAYMENT DATE LTV RATIO
IS 62.2%
ORIGINAL TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
% OF WTD. AVG.
RANGE OF AGGREGATE INITIAL REMAINING
ORIGINAL TERMS NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
TO MATURITY MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
(MONTHS)(1) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
0 - 60 7 $ 66,791,250 6.2% 1.29x 68.2% 57 7.042%
61 - 84 4 32,919,509 3.0 1.53 66.6 65 7.411
85 - 108 8 41,714,627 3.9 1.40 74.3 89 7.261
109 - 119 1 15,122,173 1.4 1.21 42.0 114 7.565
120 - 168 80 921,953,199 85.2 1.42 71.8 116 7.321
181 - 228 1 4,100,000 0.4 1.36 65.1 204 6.750
------------ ------------------ ----------- ------------ -------------- ------------------- -----------
101 $1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
(1) With respect to the ARD Loans, the original term to maturity was calculated
with respect to the related anticipated repayment date.
o THE WEIGHTED AVERAGE ORIGINAL TERM TO MATURITY OR ANTICIPATED REPAYMENT
DATE IS 114 MONTHS.
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
14
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
REMAINING TERMS TO MATURITY OR ANTICIPATED REPAYMENT DATE
% OF WTD. AVG.
RANGE OF AGGREGATE INITIAL REMAINING
ORIGINAL TERMS NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
TO MATURITY MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
(MONTHS)(1) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
0 - 60 8 $ 75,764,067 7.0% 1.31x 67.2% 58 7.141%
61 - 84 3 23,946,692 2.2 1.54 69.0 67 7.237
85 - 108 12 60,889,384 5.6 1.44 71.9 94 7.490
109 - 120 77 917,900,614 84.8 1.41 71.5 116 7.311
193 - 204 1 4,100,000 0.4 1.36 65.1 204 6.750
------------ ------------------ ----------- ------------ -------------- ------------------- -----------
101 $ 1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
(1) With respect to the ARD Loans, the remaining term to maturity was
calculated with respect to the related anticipated repayment date.
o THE WEIGHTED AVERAGE REMAINING TERM TO MATURITY OR ANTICIPATED REPAYMENT
DATE IS 110 MONTHS.
SEASONING
% OF WTD. AVG.
AGGREGATE INITIAL REMAINING
NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
SEASONING MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
(MONTHS)(1) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
0 - 12 98 $1,065,857,528 98.5% 1.41x 71.2% 110 7.294%
13 - 24 3 16,743,229 1.5 1.56 65.5 105 8.015
------------ ------------------ ----------- ------------ -------------- ------------------- -----------
101 $1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
(1) For mortgage loan No. 36, the indicated seasoning is based upon the date on
which such AB Mortgage Loan was split from the related companion loan;
however such loan was initially originated on June 27, 2001. See
"DESCRIPTION OF THE MORTGAGE POOL--AB Mortgage Loans" in the prospectus
supplement for more information regarding the AB Mortgage Loans.
o THE WEIGHTED AVERAGE SEASONING IS 4 MONTHS.
ORIGINAL AMORTIZATION TERMS
% OF WTD. AVG.
RANGE OF ORIGINAL AGGREGATE INITIAL REMAINING
AMORTIZATION NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
TERMS MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
(MONTHS)(1) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
120 - 144 1 $ 15,122,173 1.4% 1.21x 42.0% 114 7.565%
193 - 228 1 4,100,000 0.4 1.36 65.1 204 6.750
265 - 300 16 163,115,499 15.1 1.54 61.9 106 7.727
301 - 348 3 18,502,616 1.7 1.30 77.8 115 7.474
349 - 360 80 881,760,470 81.4 1.39 73.2 110 7.222
------------ ------------------ ----------- ------------ -------------- ------------------- -----------
101 $1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
(1) For mortgage loans which accrue interest on the basis of actual days
elapsed during each calendar month and a 360-day year, the amortization
term is the term in which the mortgage loan would amortize if interest paid
on the basis of a 30-day month and a 360-day year. The actual amortization
term would be longer.
o THE WEIGHTED AVERAGE ORIGINAL AMORTIZATION TERM IS 347 MONTHS.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities, Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
15
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
REMAINING STATED AMORTIZATION TERMS
RANGE OF ORIGINAL % OF WTD. AVG.
REMAINING STATED AGGREGATE INITIAL REMAINING
AMORTIZATION NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. TERM TO WTD. AVG.
TERMS MORTGAGE PRINCIPAL POOL WTD. AVG. CUT-OFF DATE MATURITY/ARD MORTGAGE
(MONTHS)(1) LOANS BALANCE BALANCE DSCR LTV RATIO (MONTHS) RATE
====================================================================================================================================
133 - 144 1 $ 15,122,173 1.4% 1.21x 42.0% 114 7.565%
193 - 228 1 4,100,000 0.4 1.36 65.1 204 6.750
265 - 300 16 163,115,499 15.1 1.54 61.9 106 7.727
301 - 348 6 28,277,092 2.6 1.31 75.8 112 7.607
349 - 360 77 871,985,994 80.5 1.39 73.2 110 7.215
------------ ------------------ ----------- ------------ -------------- ------------------- -----------
101 $ 1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
(1) For mortgage loans which accrue interest on the basis of actual days
elapsed during each calendar month and a 360-day year, the amortization
term is the term in which the mortgage loan would amortize if interest paid
on the basis of a 30-day month and a 360-day year. The actual amortization
term would be longer.
o THE WEIGHTED AVERAGE REMAINING AMORTIZATION TERM IS 344 MONTHS.
AMORTIZATION TYPE
WTD. AVG.
AGGREGATE % OF WTD. AVG. REMAINING
NUMBER OF CUT-OFF DATE INITIAL CUT-OFF TERM TO WTD. AVG.
MORTGAGE PRINCIPAL MORTGAGE WTD. AVG. DATE LTV MATURITY/ARD MORTGAGE
AMORTIZATION TYPE LOANS BALANCE POOL BALANCE DSCR RATIO (MONTHS) RATE
====================================================================================================================================
Balloon 87 $ 784,132,952 72.4% 1.39x 72.2% 111 7.234%
ARD 13 294,367,806 27.2 1.45 68.2 108 7.504
Fully Amortizing 1 4,100,000 0.4 1.36 65.1 204 6.750
------------- ----------------- ----------------- ----------- ------------- ------------------ ------------
101 $1,082,600,757 100.0% 1.41x 71.1% 110 7.305%
====================================================================================================================================
LOCK BOXES
% OF
AGGREGATE CUT-OFF INITIAL
NUMBER OF DATE PRINCIPAL MORTGAGE
LOCK BOX MORTGAGE LOANS BALANCE POOL BALANCE
====================================================================================================================================
Lock boxes in effect at origination 8 $195,375,254 18.0%
Springing 21 340,585,744 31.5
====================================================================================================================================
ESCROW TYPES
% OF
AGGREGATE CUT-OFF INITIAL
NUMBER OF DATE PRINCIPAL MORTGAGE
ESCROW TYPE(1) MORTGAGE LOANS BALANCE POOL BALANCE
====================================================================================================================================
TI/LC 36 $ 426,693,671 65.2%(2)
Real Estate Tax 94 960,643,395 88.7
Insurance 87 864,409,008 79.8
Repl. Reserve 96 1,049,224,045 96.9
====================================================================================================================================
(1) Includes initial and ongoing reserves and escrows.
(2) The statistical information for the TI/LC Reserve percentage does not
include mortgage loans secured by multifamily, hospitality, manufactured
housing community, or self-storage properties.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
16
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
--------------------------------------------------------------------------------
PREPAYMENT PROVISIONS SUMMARY
% OF WTD. AVG. WTD. AVG.
AGGREGATE INITIAL TERM OF WTD. AVG. REMAINING
NUMBER OF CUT-OFF DATE MORTGAGE PREPAYMENT OPEN TERM TO
PREPAYMENT MORTGAGE PRINCIPAL POOL PROVISIONS PERIOD MATURITY/ARD
PROVISIONS LOANS BALANCE BALANCE (MONTHS) (MONTHS) (MONTHS)
====================================================================================================================================
Lockout/Defeasance 96 $1,026,847,570 94.9% 108 4 112
Lockout 2 24,886,443 2.3 58 2 60
Lockout/Yield Maintenance 2 20,623,215 1.9 82 4 85
Lockout/Defeasance/Yield Maintenance 1 10,243,530 1.0 109 4 113
------------- ----------------- ------------ ------------ ------------ -------------------
101 $1,082,600,757 100.0% 106 4 110
====================================================================================================================================
MORTGAGE POOL PREPAYMENT PROFILE
AGGREGATE % OF REMAINING
REMAINING MORTGAGE POOL % OF REMAINING % OF REMAINING
MONTHS NUMBER OF PRINCIPAL BALANCE - MORTGAGE POOL MORTGAGE POOL
SINCE MORTGAGE BALANCE(1) LOCKOUT/ BALANCE- BALANCE-
DATE CUT-OFF DATE LOANS (MILLIONS) DEFEASANCE(2) YIELD MAINTENANCE OPEN TOTAL
====================================================================================================================================
Jul-02 0 101 $1,083 100.0% 0.0% 0.0% 100.0%
Jan-03 6 101 1,078 100.0 0.0 0.0 100.0
Jan-04 18 101 1,067 100.0 0.0 0.0 100.0
Jan-05 30 101 1,055 98.1 1.9 0.0 100.0
Jan-06 42 101 1,043 97.2 2.8 0.0 100.0
Jan-07 54 99 1,016 96.7 2.1 1.2 100.0
Jan-08 66 92 929 97.8 2.2 0.0 100.0
Jan-09 78 90 904 97.8 2.2 0.0 100.0
Jan-10 90 83 856 97.0 2.3 0.6 100.0
Jan-11 102 82 834 96.4 2.4 1.3 100.0
Jan-12 114 59 565 61.3 0.0 38.7 100.0
Jan-13 126 1 2 100.0 0.0 0.0 100.0
Jan-14 138 1 2 100.0 0.0 0.0 100.0
Jan-15 150 1 2 100.0 0.0 0.0 100.0
Jan-16 162 1 1 100.0 0.0 0.0 100.0
Jan-17 174 1 1 100.0 0.0 0.0 100.0
Jan-18 186 1 1 100.0 0.0 0.0 100.0
Jan-19 198 1 0 100.0 0.0 0.0 100.0
Jan-20 210 0 0 0.0 0.0 0.0 0.0
====================================================================================================================================
(1) Calculated assuming that no mortgage loan prepays, defaults or is
repurchased prior to stated maturity, except that the ARD Loans are assumed
to pay in full on their respective anticipated repayment dates. Otherwise
calculated based on maturity assumptions to be set forth in the prospectus
supplement.
(2) Mortgage loans included in this category are locked out from prepayment, but
may include periods during which defeasance is permitted.
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
17
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS
--------------------------------------------------------------------------------
The following table and summaries describe the ten largest mortgage loans or
pools of mortgage loans in the mortgage pool by cut-off date principal balance:
TEN LARGEST MORTGAGE LOANS OR POOLS OF MORTGAGE LOANS BY CUT-OFF DATE PRINCIPAL
BALANCE
NUMBER OF
MORTGAGE % OF
LOANS/ CUT-OFF INITIAL LOAN CUT-OFF
MORTGAGE MORTGAGED DATE MORTGAGE BALANCE DATE
LOAN LOAN REAL PRINCIPAL POOL PROPERTY PROPERTY PER LTV
NAME SELLER PROPERTIES BALANCE (1) BALANCE TYPE SIZE(2) SF/UNIT(3) DSCR(3) RATIO(3)
====================================================================================================================================
Royal Ahold Portfolio Xxxxxxx Xxxxx 1/8 $ 74,919,760 6.9% Retail-Anchored 547,330 $ 137 1.33x 77.5%
Burbank Empire Center(4) Wachovia 1/1 64,951,470 6.0 Retail-Anchored 613,794 106 1.75 58.5
U-Haul Portfolio(5) Xxxxxxx Xxxxx 1/57 64,794,526 6.0 Self-Storage 1,571,812 41 1.72 57.9
Xxxxxx Ranch Plaza Wachovia 1/1 44,963,979 4.2 Retail-Anchored 324,079 139 1.30 74.7
Dominion Tower Xxxxxxx Xxxxx 1/1 40,348,183 3.7 Office 403,276 100 1.38 69.6
Seven Mile Crossing Xxxxxxx Xxxxx 1/1 35,925,511 3.3 Office 346,265 104 1.35 71.6
Abbey Portfolio Wachovia 7/7 35,738,001 3.3 Various (6) 717,766 80 1.39 74.4
Bear Run Village Xxxxxxx Xxxxx 1/1 25,958,855 2.4 Multifamily 438 59,267 1.47 74.2
Somerfield at Lakeside Wachovia 1/1 23,400,000 2.2 Multifamily 280 83,571 1.20 78.0
Xxxxx Xxxxxxxxx Wachovia 2/2 23,122,000 2.1 Retail-Anchored 153,174 151 1.35 74.8
----------- ------------ ---------- --------- --------
TOTAL/WTD AVG 17/80 $434,122,284 40.1% 1.46x 69.6%
----------------
(1) In the case of a concentration of cross-collateralized mortgage loans, the
aggregate principal balance.
(2) Property size is indicated in square feet, except with respect to Bear Run
Village and Somerfield at Lakeside, the property size of which is indicated
in units.
(3) In the case of a concentration of cross-collateralized mortgage loans, the
weighted average.
(4) Xxxxx'x and S&P have confirmed that the Burbank Empire Center Loan has, in
the context of its inclusion in the trust, credit characteristics consistent
with that of an obligation rated "Baa3"/"BBB" by Xxxxx'x and S&P,
respectively.
(5) Xxxxx'x and S&P have confirmed that the U-Haul Loan has, in the context of
its inclusion in the trust, credit characteristics consistent with that of
an obligation rated "Baa1"/"BBB-" by Xxxxx'x and S&P, respectively.
(6) Office, Industrial and Retail.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
18
XXXXXXX XXXXX MORTGAGE TRUST
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--------------------------------------------------------------------------------
ROYAL AHOLD PORTFOLIO
[GRAPHIC OMITTED]
-------------------------------------------------------------------- ---------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties............ 8 Mortgage Loan Seller............................ Xxxxxxx Xxxxx
Location (City/State).......................... See Table - Pg. 20 Cut-off Date Principal Balance.................. $74,919,760
Property Type.................................. Anchored Retail Cut-off Date Loan Balance Per SF/Unit........... $137
Size (Sq. Ft.)................................. 547,330 Percentage of Initial Mortgage Pool Balance .... 6.9%
Weighted Average Percentage Number of Mortgage Loans........................ 1
Occupancy as of Dec. 26, 2001................ 100.0% Type of Security (fee/leasehold)................ Fee
Year Built..................................... Various Mortgage Rate................................... 7.420%
Appraisal Value................................ $96,640,000 Original Term to Maturity/ARD (Months).......... 120
Underwritten Occupancy......................... 97.0% Original Amortization Term (Months)............. 360
Underwritten Revenues.......................... $8,688,811 Cut-off Date LTV Ratio.......................... 77.5%
Underwritten Total Expenses................... $260,665 LTV Ratio at Maturity or ARD.................... 68.6%
Underwritten Net Operating Income (NOI)....... $8,428,147 Underwritten DSCR on NOI........................ 1.35x
Underwritten Net Cash Flow (NCF).............. $8,316,429 Underwritten DSCR on NCF........................ 1.33x
-------------------------------------------------------------------- ---------------------------------------------------------------
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
19
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
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o THE LOAN. The mortgage loan (the "Royal Ahold Loan") is evidenced by a
single note secured by first mortgages encumbering eight anchored retail
properties located in Connecticut, Massachusetts, New Jersey, Rhode Island
and South Carolina (each, a "Royal Ahold Property" and collectively, the
"Royal Ahold Properties"). The Royal Ahold Loan represents approximately
6.9% of the initial mortgage pool balance. The Royal Ahold Loan was
originated on December 27, 2001, and has a principal balance as of the
cut-off date of approximately $74,919,760.
The Royal Ahold Loan is an ARD Loan with a remaining term of 114 months to
its anticipated repayment date of January 1, 2012, and a scheduled
maturity date of January 1, 2032. The Royal Ahold Loan may be prepaid on
or after October 1, 2011, and the Royal Ahold Loan permits defeasance with
United States government obligations beginning two years after
securitization.
o THE BORROWERS. There are eight borrowers under the Royal Ahold Loan. Each
of the borrowers is an affiliate of CE Investment Associates 2001, LLC and
was established as a special purpose entity. Legal counsel to the borrower
delivered a non-consolidation opinion in connection with the origination
of the Royal Ahold Loan. The sponsor of the borrowers is Xxxxx X. Xxxxxxx,
Xx. who has experience in development, leasing, management and ownership
of numerous retail properties. Xxxxx Xxxxxxx operates through Xxxxxxx
Properties, which is a developer of community shopping centers and
single-tenant retail facilities throughout the northeastern United States.
o THE PROPERTIES. The Royal Ahold Properties consist of eight anchored
retail properties, six anchored by a Stop & Shop(R) supermarket, one by a
Giant(R) (Super G) supermarket and one by a BI-LO(R) supermarket. Each of
the eight properties is leased pursuant to a lease between the respective
borrower, as landlord, and the Stop & Shop Supermarket Company ("Stop &
Shop"), BI-LO, LLC ("BI-LO") or Giant Food, Inc. ("Giant"), as applicable,
(each, a "Prime/Master Lease"), as tenant. Each Prime/Master Lease
requires the tenant to maintain the related Royal Ahold Property at the
tenant's expense (a "Triple Net Lease"). Royal Ahold NV (NYSE XXX) ("Royal
Ahold") guarantees all eight of the Prime/Master Leases, each of which is
for a lease term of 25 years, except for the lease relating to the Royal
Ahold Property located in Greenville, South Carolina, which is for a
period of 24 years.
Three of the Royal Ahold Properties (located in Framingham, Massachusetts;
Cumberland, Rhode Island; and Malden, Massachusetts) are leased to The
Stop & Shop Supermarket Company, which, in turn, has subleased 14,050
square feet, 18,654 square feet, and 4,997 square feet, respectively, to
other retailers. As of December 26, 2001, the weighted average occupancy
rate for the Royal Ahold Properties was 100.0%. Stop & Shop(R), Giant(R),
and BI-LO(R) are all wholly-owned subsidiaries of Royal Ahold, which owns
8,200 supermarkets as well as other retail outlets in 26 countries. As of
June 13, 2002, Royal Ahold had a long term local issuer credit rating of
"BBB+" (S&P) and a senior unsecured debt rating of "Baa1" (Xxxxx'x).
The following table presents certain information relating to the Royal
Ahold Properties:
NET RENTABLE
ANCHOR TENANT NAME PROPERTY LOCATION AREA(SF) YEAR BUILT
------------------- ------------------------------ ------------ ----------------------
Stop & Shop(R) Malden, Massachusetts 79,229 1994
Stop & Shop(R) Southington, Connecticut 64,948 1994 (Renovated 2001)
Stop & Shop(R) Swampscott, Massachusetts 65,268 1993 (Renovated 1999)
Stop & Shop(R) Cumberland, Rhode Island 85,799 1994
Stop & Shop(R) Bristol Township, Rhode Island 63,128 1993
Stop & Shop(R) Framingham, Massachusetts 64,917 1994
Giant(R)(Super-G) Sicklerville, New Jersey 68,323 1995
BI-LO(R) Greenville, South Carolina 55,718 1978 (Renovated 1998)
o ESCROWS. As all of the Prime/Master Leases are structured as Triple Net
Leases, the mortgagee conditionally waived the requirements contained in
the loan documents providing for certain escrows of real estate taxes,
insurance, and replacement reserves provided that: (i) no event of default
has occurred; (ii) the Prime/Master Lease is in full force and effect and
has not been modified; (iii) no event of default by the borrower or the
tenant has occurred under the Prime/Master Lease; (iv) the guarantor under
the Prime/Master Lease (Royal Ahold) maintains, for a period greater than
one year, a long term unsecured debt rating greater than or equal to
"BBB-" by S&P and "Baa3" by Xxxxx'x; (v) the mortgagee has received
satisfactory evidence of full payment of all insurance premiums at least
thirty days prior to their respective due dates; (vi) the mortgagee has
received satisfactory evidence of full payment of all real estate taxes at
least fifteen days prior to their respective due dates; and (vii) the
tenants are maintaining the premises in good condition as required
pursuant to the terms of the Prime/Master Lease and the borrowers have no
obligations to make repairs or maintain the premises. In the event that
the aforementioned conditions (i) through (vii) are not met, the loan
documents provide for certain escrows of real estate taxes and insurance
and provide for replacement reserves. The loan documents require the
borrowers to deposit with the mortgagee a sum (as adjusted by reference to
the consumer price index) each month for replacement reserves. Provided no
event of default has occurred and is continuing and the borrowers
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
20
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
have provided the documentation required in the loan documents, the
borrowers must be reimbursed for replacement expenditures. See Annex A-3
to the prospectus supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are required to be deposited into a mortgagee designated lock box
account.
o HYPERAMORTIZATION. Commencing on the anticipated repayment date of January
1, 2012, in addition to the interest described above, additional interest
at the rate of two percent (2%) per annum shall also accrue on the
principal amount of the Royal Ahold Loan. Additional interest shall also
accrue on the accrued interest, if any, at the initial interest rate plus
two percent (2%) per annum. See "DESCRIPTION OF THE MORTGAGE POOL--ARD
Loans" in the prospectus supplement for information regarding ARD Loans.
o PARTIAL RELEASE. Pursuant to the defeasance provisions set forth in the
loan documents, the borrowers may elect to defease a portion of the Royal
Ahold Loan in connection with a release (a "Release") of the Royal Ahold
Property located in Greenville, South Carolina or the Royal Ahold Property
located in Sicklerville, New Jersey provided that: (i) the borrowers
provide substitution of the collateral with U.S. Treasury obligations in
an amount equal to the sum of 100% of the allocated loan amount of such
property, plus 25% of the initial allocated loan amount of such property;
(ii) the aggregate debt service coverage immediately following the Release
is at least equal to the greater of the aggregate debt service coverage at
the date of loan closing and the aggregate debt service coverage
immediately prior to the Release; (iii) the borrowers, at their sole
expense, must prepare any and all documents and instruments necessary to
effect the Release; (iv) no event of default has occurred and is
continuing; and (v) at the time of the proposed release, each of the Royal
Ahold Properties which are not to be defeased from the lien (the
"Remaining Collateral") must have sales per square foot for the preceding
12-month period equal to or greater than the sales per square foot of the
Remaining Collateral for the 12-month period ending December 31, 2000. The
loan documents require that S&P and Xxxxx'x must have confirmed in writing
that any rating issued by them on the certificates will not, as a result
of the proposed defeasance, be downgraded, from the then current ratings
thereof, qualified or withdrawn.
o ENVIRONMENTAL INSURANCE. The Royal Ahold Property located in Cumberland,
Rhode Island is insured under a Secured Creditor Impaired Property policy
with no deductible provided by AIG Environmental Insurance Company, a
subsidiary of American International Group, in the amount of $14,000,000,
or approximately 125% of the initial allocated loan amount of such
property for a policy period of 15 years, for which the full premium was
paid by the borrower at the closing of the Royal Ahold Loan. As of June
15, 2002, American International Group had a financial strength rating of
"AAA" (S&P).
o PROPERTY MANAGEMENT. The Royal Ahold Properties are self-managed by
Xxxxxxx Properties, the parent of the borrowers.
o UNDERWRITTEN FINANCIALS.
U/W NET
U/W TOTAL OPERATING U/W NET CASH
U/W OCCUPANCY U/W REVENUES EXPENSES INCOME (NOI) FLOW (NCF)
------------- ------------- ------------- ------------ --------------
Stop & Shop(R)(Malden, MA) 97.0% $1,442,825 $43,285 $1,399,540 $1,382,110
Stop & Shop(R)(Southington, CT) 97.0 1,266,818 38,005 1,228,813 1,207,381
Stop & Shop(R)(Swampscott, MA) 97.0 1,255,630 37,669 1,217,962 1,199,034
Stop & Shop(R)(Cumberland, RI) 97.0 1,297,078 38,912 1,258,166 1,245,296
Stop & Shop(R)(Bristol Township, RI) 97.0 940,859 28,226 912,633 903,164
Stop & Shop(R)(Framingham, MA) 97.0 1,046,201 31,386 1,014,815 1,001,832
Giant(R)(Sicklerville, NJ) 97.0 959,565 28,787 930,778 920,530
BI-LO(R)(Greenville, SC) 97.0 479,835 14,395 465,440 457,082
------------------------ ----- ------- ------ ------- -------
Totals 97.0% $8,688,811 $260,665 $8,428,147 $8,316,429
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
21
XXXXXXX XXXXX MORTGAGE TRUST
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BURBANK EMPIRE CENTER
[GRAPHIC OMITTED]
-------------------------------------------------------------------- --------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties............ 1 Mortgage Loan Seller............................ Wachovia
Location (City/State).......................... Burbank, CA Cut-off Date Principal Balance.................. $64,951,470
Property Type.................................. Anchored Retail Cut-off Date Loan Balance Per SF/Unit........... $106
Size (Sq. Ft.)................................. 613,794 Percentage of Initial Mortgage Pool Balance .... 6.0%
Percentage Occupancy as of May 1, 2002......... 100.0% Number of Mortgage Loans........................ 1
Year Built..................................... 2002 Type of Security (fee/leasehold)................ Fee
Appraisal Value................................ $111,000,000 Mortgage Rate................................... 7.470%
Underwritten Occupancy......................... 97.0% Original Term to Maturity/ARD (Months).......... 120
Underwritten Revenues.......................... $12,475,705 Original Amortization Term (Months)............. 360
Underwritten Total Expenses.................... $2,740,069 Cut-off Date LTV Ratio.......................... 58.5%
Underwritten Net Operating Income (NOI)........ $9,735,636 LTV Ratio at Maturity or ARD.................... 51.7%
Underwritten Net Cash Flow (NCF)............... $9,529,274 Underwritten DSCR on NOI........................ 1.79x
Underwritten DSCR on NCF........................ 1.75x
Shadow Ratings (Xxxxx'x/S&P) (1)............... Baa3/BBB
-------------------------------------------------------------------- --------------------------------------------------------------
-----------
(1) Xxxxx'x and S&P have confirmed that the Burbank Empire Center Loan has, in
the context of its inclusion in the trust, credit characteristics consistent
with that of an obligation rated "Baa3"/"BBB" by Xxxxx'x and S&P,
respectively.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
22
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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
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o THE LOAN. The mortgage loan (the "Burbank Empire Center Loan") is
evidenced by a single note and is secured by a first deed of trust
encumbering an anchored retail center located in Burbank, California (the
"Burbank Property"). The Burbank Empire Center Loan represents
approximately 6.0% of the initial mortgage pool balance. The Burbank
Empire Center Loan was originated on May 29, 2002, and has a principal
balance as of the cut-off date of approximately $64,951,470. The Burbank
Empire Center Loan, which is evidenced by a senior note dated May 29,
2002, is the senior portion of a whole loan with an original principal
balance of $82,000,000 that was originated on May 29, 2002. The companion
loan related to the Burbank Empire Center Loan is evidenced by a separate
note dated May 29, 2002 (the "Burbank Empire Center Companion Loan"), with
an original principal balance of $17,000,000. The Burbank Empire Center
Companion Loan will not be an asset of the trust. The Burbank Empire
Center Loan and the Burbank Empire Center Companion Loan will be governed
by an intercreditor and servicing agreement, as described in the
prospectus supplement under "DESCRIPTION OF THE MORTGAGE POOL--AB Mortgage
Loans" and will be serviced pursuant to the terms of the pooling and
servicing agreement.
The Burbank Empire Center Loan has a remaining term of 119 months and a
scheduled maturity date of June 1, 2012. The Burbank Empire Center Loan
may be prepaid on or after March 1, 2012, and permits defeasance with
United States government obligations beginning four years after its first
payment date.
o THE BORROWER. The borrower is Xxxxxx Xxxxxxx Empire, LLC, a special
purpose entity. Legal counsel to the borrower delivered a
non-consolidation opinion in connection with the origination of the
Burbank Empire Center Loan. The sponsors of the borrower are Xxx Xxxxxxx
and Xxxxxx Capital Management, LLC ("Xxxxxx"). Xx. Xxxxxxx is president
and owner of Xxxxxx Development Company ("Xxxxxx"). Xxxxxx, based in Los
Angeles, California, is a real estate company with over 35 years of
commercial real estate development experience and has developed over eight
million square feet of retail, industrial and office space. Xxxxxx, based
in Santa Barbara, California, is a real estate investment company that
specializes in diversifying capital into commercial real estate projects.
o THE PROPERTY. The Burbank Property consists of 17 one-story retail
buildings consisting of approximately 613,794 square feet situated on
approximately 50-acres located in Burbank, California, and constructed in
2002. As of May 1, 2002, the occupancy rate for the Burbank Property was
100.0%. The largest tenant is Target Corporation ("Target") occupying
approximately 149,957 square feet, or approximately 24.4% of the net
rentable area. Target is a family-oriented discount retailer. The Target
lease expires in January 2027. As of June 15, 2002, Target had a long-term
local issuer credit rating of "A+" (S&P) and a senior unsecured debt
rating of "A2" (Xxxxx'x). The second largest tenant is Lowe's Companies,
Inc. ("Lowe's"), occupying approximately 135,197 square feet, or
approximately 22.0% of the net rentable area. Lowe's is a retailer serving
the do-it-yourself home improvement, home decor and home construction
markets. The Lowe's lease expires in October 2026. As of June 15, 2002,
Lowe's had a long-term local issuer credit rating of "A" (S&P) and a
senior unsecured debt rating of "A3" (Xxxxx'x). The third largest tenant
is Best Buy Co., Inc. ("Best Buy"), occupying approximately 45,000 square
feet, or approximately 7.3% of the net rentable area. Best Buy is a
specialty retailer of consumer electronics, home office equipment,
entertainment software and appliances. The Best Buy lease expires in
January 2022. As of June 15, 2002, Best Buy had a long-term local issuer
credit rating of "BBB-" (S&P) and a senior unsecured debt rating of "Baa3"
(Xxxxx'x).
The following table presents certain information relating to the major
tenants at the Burbank Property:
% OF GROSS POTENTIAL NET RENTABLE % OF NET DATE OF LEASE
TENANT RENT AREA (SF) RENTABLE AREA EXPIRATION
------ -------------------- ------------------ --------------- ---------------
Target................................ 9.3% 149,957 24.4% January 2027
Lowe's................................ 22.0 135,197 22.0 October 2026
Best Buy.............................. 8.2 45,000 7.3 January 2022
SportMart (Gart Sports)............... 8.7 43,000 7.0 January 2017
Linens `N Things...................... 6.5 35,200 5.7 January 2022
Marshall's............................ 5.2 30,000 4.9 October 2011
Shoe Pavilion......................... 4.9 24,416 4.0 November 2011
Staples............................... 4.9 23,942 3.9 May 2012
Xxxxxxxx.............................. 4.2 23,731 3.9 February 2012
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
23
The following table presents certain information relating to the lease
rollover schedule at the Burbank Property:
CUMULATIVE %
% OF GROSS OF GROSS
NUMBER OF CUMULATIVE % POTENTIAL POTENTIAL
LEASES AVG. BASE TOTAL SF % OF TOTAL SF OF SF RENT RENT
YEAR ROLLING RENT/SF ROLLING ROLLING ROLLING(1) ROLLING(1) ROLLING(1) ROLLING(1)
-------- ---------- ---------------- ----------- ------------- ------------- ------------ -------------
2002 0 $0.00 0 0.0% 0.0% 0.0% 0.0%
2003 0 0.00 0 0.0 0.0 0.0 0.0
2004 0 0.00 0 0.0 0.0 0.0 0.0
2005 0 0.00 0 0.0 0.0 0.0 0.0
2006 3 27.00 9,800 1.6 1.6 2.5 2.5
2007 12 31.96 28,465 4.6 6.2 8.7 11.2
2008 0 0.00 0 0.0 6.2 0.0 11.2
2009 0 0.00 0 0.0 6.2 0.0 11.2
2010 0 0.00 0 0.0 6.2 0.0 11.2
2011 4 19.58 68,566 11.2 17.4 12.8 24.0
2012 9 21.99 73,323 11.9 29.4 16.2 40.2
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement reserves. In addition, the
loan documents require the borrower to deposit with the mortgagee the
amount of $78,000 per year, not to exceed $500,000 in the aggregate, for
tenant improvements and leasing commissions. See Annex A-3 to the
prospectus supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. At any time during the term of the Burbank Empire Center
Loan, (i) if the applicable debt service coverage ratio, as computed by
the mortgagee, is less than 1.15x or (ii) upon the occurrence of an event
of default under the loan documents, the borrower must notify the tenants
that any and all tenant payments due under the applicable tenant leases
must be directly deposited into a mortgagee designated lock box account.
o ENVIRONMENTAL INSURANCE. The Burbank Property is a designated "Superfund
Site" by the United States Environmental Protection Agency (the "USEPA")
as a result of its prior use as a Lockheed Xxxxxx Corporation ("Lockheed")
aircraft manufacturing and storage facility. All required environmental
concerns have been addressed by Lockheed pursuant to the terms of two
Consent Decrees entered into with the USEPA. Lockheed has been designated
a "Responsible Party" by the USEPA. In addition, Lockheed has provided an
environmental indemnity to the borrower that also runs to the benefit of
future owners and lenders. Furthermore, the Burbank Property is insured
under a Pollution and Remedial Legal Liability policy with a $100,000
self-insured retention provided by Indian Harbor Insurance Company, a
subsidiary of NAC Reinsurance Corp., in the amount of $5,000,000 for a
policy period of 10 years, for which the full premium was paid by the
borrower at or prior to the closing of the Burbank Empire Center Loan. As
of June 15, 2002, NAC Reinsurance Corp. had a financial strength rating of
"AA" (S&P). The mortgagee is listed as an additional insured.
o PROPERTY MANAGEMENT. Xxxxxx is the property manager for the Burbank
Property. The property manager is affiliated with the borrower.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
24
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
U-HAUL PORTFOLIO
[GRAPHIC OMITTED]
---------------------------------------------------------------- ---------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties...... 57 Mortgage Loan Seller............................ Xxxxxxx Xxxxx
Location (City/State).................... See Table - Pgs. 27-28 Cut-off Date Principal Balance.................. $64,794,526
Property Type............................ Self-Storage Cut-off Date Loan Balance Per SF/Unit........... $41
Size (Sq. Ft.)........................... 1,571,812 Percentage of Initial Mortgage Pool Balance .... 6.0%
Weighted Average Percentage Number of Mortgage Loans........................ 1
Occupancy as of January 2002........... 84.2% Type of Security (fee/leasehold)................ Fee
Year Built............................... Various Mortgage Rate................................... 7.870%
Appraisal Value.......................... 111,915,000 Original Term to Maturity/ARD (Months).......... 120
Underwritten Occupancy................... 85.7% Original Amortization Term (Months)............. 300
Underwritten Revenues.................... $17,426,234 Cut-off Date LTV Ratio.......................... 57.9%
Underwritten Total Expenses.............. $ 6,894,859 LTV Ratio at Maturity or ARD.................... 47.7%
Underwritten Net Operating Income (NOI).. $10,531,376 Underwritten DSCR on NOI........................ 1.77x
Underwritten Net Cash Flow (NCF)......... $10,248,220 Underwritten DSCR on NCF........................ 1.72x
Shadow Rating (Xxxxx'x/S&P) (1)................. Baa1/BBB-
---------------------------------------------------------------- ---------------------------------------------------------------
-----------
(1) Xxxxx'x and S&P have confirmed that the U-Haul Loan has, in the context of
its inclusion in the trust, credit characteristics consistent with that of
an obligation rated "Baa1"/"BBB-" by Xxxxx'x and S&P, respectively.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
25
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "U-Haul Loan") is evidenced by a single
note secured by first mortgages or deeds of trust encumbering 57
self-storage properties located in 27 states (collectively, the "U-Haul
Properties"). The U-Haul Loan represents approximately 6.0% of the initial
mortgage pool balance. The U-Haul Loan was originated on March 28, 2002,
and has a principal balance as of the cut-off date of approximately
$64,794,526.
The U-Haul Loan is an ARD Loan with a remaining term of 117 months to its
anticipated repayment date of April 1, 2012, and a scheduled maturity date
of April 1, 2027. The U-Haul Loan may be prepaid on or after January 1,
2012, and permits defeasance with United States government obligations
beginning two years after securitization.
o THE BORROWERS. There are three borrowers under the U-Haul Loan. Each
borrower was established as a special purpose entity. Legal counsel to the
borrower delivered a non-consolidation opinion in connection with the
origination of the U-Haul Loan. The sponsors of the borrowers are SAC
Holding Corporation and SAC Holding II Corporation. The sponsors of the
borrowers currently own over 300 self-storage properties encompassing
approximately 13.0 million net rentable square feet in the United States
and Canada.
o THE PROPERTIES. The U-Haul Properties consist of approximately 1,571,812
square feet of net rentable storage area. As of January 2002, the weighted
average occupancy rate for the U-Haul Loan was approximately 84.2%.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
26
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS
--------------------------------------------------------------------------------
The following table presents certain information relating to the U-Haul
Properties:
ORIGINAL
ALLOCATED LOAN NET RENTABLE
PROPERTY NAME CITY STATE AMOUNT(1) YEAR BUILT SQUARE FEET
------------------------------------- ------------------- ------------- --------------------- --------------- -----------------
701065 U-Haul West Seattle Seattle WA $1,941,000 1969 23,605
706081 U-Haul Xxxxxx City Carson City NV 735,000 1983, 1993 23,700
715075 U-Haul Westminster Westminster CA 1,378,000 1983 22,370
000000 X-Xxxx Xxxxx Xxxxx XX 1,335,000 1975 31,924
720058 U-Haul Bountiful Bountiful UT 515,000 1981, 1984 27,801
730063 U-Haul Lincoln Lincoln NE 416,000 1993 19,250
740068 U-Haul Wichita Falls Wichita Falls TX 700,000 1981 39,090
750083 U-Haul Milwaukee Milwaukee WI 796,000 1952 18,997
770082 U-Haul Cincinnati Cincinnati OH 555,000 1988 24,150
774062 U-Haul Chattanooga Chattanooga TN 357,000 1967 & 1971 18,549
778056 U-Haul Ft. Xxxxxx Beach Fort Xxxxxx Beach FL 1,121,000 1987 & 1996 27,923
783058 U-Haul Charleston North Charleston SC 680,000 1979 20,050
790055 U-Haul Nashua Nashua NH 1,247,000 1954 22,967
803064 U-Haul Yonkers Yonkers NY 3,710,000 1957 50,769
818072 U-Haul-Rockville, MD Rockville MD 1,873,000 1965 18,275
824020 U-Haul Roanoke Roanoke VA 1,007,000 1966, 1983, 1991 26,800
834024 U-Haul Denver South Denver CO 571,000 1966 18,943
835046 U-Haul Mesquite Mesquite TX 930,000 1980 35,225
883069 U-Haul Prince Xxxxxx Xxxxxx Xxxxxx VA 1,974,000 1983 & 1985 58,950
713021 U-Haul Xxxxxxxx Xxxxxxxx CA 1,736,000 1970 23,648
714042 U-Haul Altadena Altadena CA 1,309,000 1975 17,718
714046 U-Haul Canyon Country Canyon Country CA 2,152,000 1984 - 1986 39,884
723024 U-Haul Gilbert Gilbert AZ 1,533,000 1994 44,575
737025 U-Haul Austin Austin TX 2,272,000 1997 45,150
743056 U-Haul Shreveport Shreveport LA 877,000 1979-1980 34,500
752026 U-Haul Xxx Arbor Ann Arbor MI 605,000 1962 17,916
761074 U-Haul Tulsa Tulsa OK 421,000 1977-1981 16,870
776054 U-Haul Forest Park Forest Park GA 543,000 1974 19,209
776069 U-Haul Decatur Decatur GA 1,043,000 1972 & 1993 26,525
788080 U-Haul Fort Lauderdale Wilton Manors FL 906,000 1959 & 1991 17,888
793074 U-Haul Des Moines Des Moines IA 805,000 1981 28,925
825051 U-Haul Virginia Beach Virginia Beach VA 1,322,000 1962, 1986 & 1996 23,675
829070 U-Haul Altamonte Springs Altamonte Springs FL 622,000 1982-1984 17,750
834021 U-Haul Littleton Littleton CO 535,000 1991 18,100
836031 U-Haul Xxxxxx City Haltom City TX 2,070,000 1994 45,625
836048 U-Haul Fort Worth Ft. Worth TX 1,011,000 1981 30,700
883070 U-Haul Prince Xxxxxx Xxxxxx Xxxxxx VA 818,000 1989 27,100
706067 U-Haul Sacramento East Sacramento East CA 894,000 1987, 1994 21,875
713044 U-Haul Covina Covina CA 915,000 1962 17,814
716058 U-Haul San Bernardino San Bernardino CA 930,000 1938 36,208
724085 U-Haul Albuquerque Albuquerque NM 404,000 1980, 1984 20,590
744079 U-Haul San Antonio San Antonio TX 727,000 1966, 1981 24,984
746086 U-Haul Houston South Houston TX 832,000 1964 & 1981 33,988
749072 U-Haul Madison Madison WI 684,000 1980 22,642
772021 U-Haul Old Hickory Old Hickory TN 1,614,000 1996 43,738
774056 U-Haul Asheville Asheville NC 516,000 1967 & 1982 19,381
776037 U-Haul Athens Athens GA 763,000 1975, 1980 & 1994 20,350
784067 U-Haul Jacksonville Jacksonville FL 1,140,000 1969 & 1990 34,356
787071 U-Haul Hialeah Gardens Hialeah Gardens FL 1,234,000 1983 21,850
790061 U-Haul Concord Concord NH 1,086,000 1992 24,120
796063 U-Haul Center Newport Newport RI 1,481,000 1969 15,431
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
27
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--------------------------------------------------------------------------------
ORIGINAL
ALLOCATED LOAN NET RENTABLE
PROPERTY NAME CITY STATE AMOUNT(1) YEAR BUILT SQUARE FEET
------------------------------------- ------------------- ------------- --------------------- --------------- -----------------
802073 U-Haul Bellerose Bellerose NY $3,150,000 1966 24,958
808086 U-Haul Wilmington Wilmington DE 928,000 1940 16,420
812021 U-Haul Philadelphia North Philadelphia PA 1,330,000 1920 23,634
820025 U-Haul Baltimore Baltimore MD 1,610,000 1981-1982 32,560
825064 U-Haul Chesapeake Chesapeake VA 967,000 1984, 1990 33,300
882064 U-Haul Phoenix West Phoenix West AZ 1,365,000 1930 58,517
--------------------- -----------------
$64,991,000 1,571,812
(1) The loan amount is allocated based on the allocated loan amount indicated in
the related mortgage note.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement reserves. The loan
documents require the borrowers to deposit with mortgagee a sum of
$315,004.80 (as adjusted by reference to the consumer price index, subject
to a cap of 5.0% per year) each month for replacement reserves. Provided
no event of default has occurred and is continuing and the borrowers have
provided the documentation required in the loan documents, the borrower
shall be reimbursed for replacement expenditures. See Annex A-3 to the
prospectus supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. All rental payments are required to be deposited into a
mortgagee lock box account. The property manager is required to deposit
all rent into the lock box account within one business day after receipt
thereof. From and after the date that is one month prior to the
anticipated repayment date, or if an event of default has occurred and is
continuing, lender has the sole right to withdraw funds from the lock box
account, and all funds in the lock box account must be transferred to a
central account under the sole dominion and control of the lender.
o HYPERAMORTIZATION. Commencing on the anticipated repayment date of April
1, 2012, in addition to the interest described above, additional interest
at the rate of two percent (2%) per annum shall also accrue on the
principal amount of the U-Haul Loan. Additional interest shall also accrue
on the accrued interest, if any, at the initial interest rate plus two
percent (2%) per annum. See "DESCRIPTION OF THE MORTGAGE POOL--ARD Loan"
in the prospectus supplement for information regarding ARD Loans.
o PARTIAL RELEASE. Pursuant to the defeasance provisions set forth in the
loan documents, the borrowers may elect to defease a portion of the U-Haul
Loan in connection with a release (a "Release") of one or more of the
U-Haul Properties provided that: (i) the borrower provides substitution of
the collateral with U.S. Treasury obligations in an amount equal to the
sum of 100% of the allocated loan amount of such property, plus 25% of the
initial allocated loan amount of such property; (ii) the aggregate debt
service coverage immediately following the Release is at least equal to
the greater of the aggregate debt service coverage at the date of loan
closing and the aggregate debt service coverage immediately prior to the
Release; (iii) the borrower, at its sole expense, must prepare any and all
documents and instruments necessary to effect the Release; (iv) no event
of default has occurred and is continuing; and (v) the general partner of
the borrower, which executed the loan documents on behalf of the borrower
resigns as a general partner of the borrower. The loan documents require
that S&P and Xxxxx'x must have confirmed in writing that any rating issued
by them on the certificates will not, as a result of the proposed
defeasance, be downgraded from the then current ratings therefor,
qualified or withdrawn.
o PROPERTY MANAGEMENT. Affiliates of U-Haul International are the property
managers for the U-Haul Properties.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
28
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
XXXXXX RANCH PLAZA
[GRAPHIC OMITTED]
------------------------------------------------------------------ --------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties......... 1 Mortgage Loan Seller........................ Wachovia
Location (City/State)....................... Salinas, CA Cut-off Date Principal Balance.............. $44,963,979
Property Type............................... Anchored Retail Cut-off Date Loan Balance Per SF/Unit....... $139
Size (Sq. Ft.).............................. 324,079 Percentage of Initial Mortgage Pool
Percentage Occupancy as of May 9, 2002...... 100.0% Balance ................................ 4.2%
Year Built.................................. Various Number of Mortgage Loans.................... 1
Appraisal Value............................. $60,200,000 Type of Security (fee/leasehold)............ Fee
Underwritten Occupancy ..................... 95.0% Mortgage Rate............................... 7.120%
Underwritten Revenues....................... $6,398,990 Original Term to Maturity/ARD (Months)...... 120
Underwritten Total Expenses................. $1,376,150 Original Amortization Term (Months)......... 360
Underwritten Net Operating Income (NOI)..... $5,022,839 Cut-off Date LTV Ratio...................... 74.7%
Underwritten Net Cash Flow (NCF)............ $4,719,556 LTV Ratio at Maturity or ARD................ 65.4%
Underwritten DSCR on NOI.................... 1.38x
Underwritten DSCR on NCF.................... 1.30x
------------------------------------------------------------------ --------------------------------------------------------------
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
29
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "Xxxxxx Ranch Plaza Loan") is evidenced
by a single note secured by a first deed of trust encumbering an anchored
retail center located in Salinas, California (the "Xxxxxx Ranch Plaza
Property"). The Xxxxxx Ranch Plaza Loan represents approximately 4.2% of
the initial mortgage pool balance. The Xxxxxx Ranch Plaza Loan was
originated on May 29, 2002, and has a principal balance as of the cut-off
date of approximately $44,963,979.
The Xxxxxx Ranch Plaza Loan has a remaining term of 119 months and a
scheduled maturity date of June 1, 2012. The Xxxxxx Ranch Plaza Loan may
be prepaid on or after March 1, 2012, and permits defeasance with United
States government obligations beginning four years after its first payment
date.
o THE BORROWERS. There are two borrowers under the Xxxxxx Ranch Plaza Loan.
Each borrower was established as a special purpose entity. Legal counsel
to the borrower delivered a non-consolidation opinion in connection with
the origination of the Xxxxxx Ranch Plaza Loan. The sponsors of the
borrowers are Xxxx Xxxxxxxxx, Xxxx Xxxxx and Xxx xxXxxx. Xx. Xxxxxxxxx,
through his company, Xxxxxxxxx Real Estate, a California-based brokerage
company, handles the ongoing leasing of approximately one million square
feet of retail space in the Salinas, Santa Xxxx and Monterey, California
markets. Xx. Xxxxx is president of The Xxxxx Company, a California-based
real estate development company, which has been active in commercial
retail real estate for the past thirty years and has developed more than
two million square feet of retail space. Xx. xxXxxx is a principal in a
real estate development company, based in Monterey, California.
o THE PROPERTY. The Xxxxxx Ranch Plaza Property is an approximately 324,079
square foot anchored retail center situated on approximately 40.3 acres,
and was constructed in 1992. The Xxxxxx Ranch Plaza Property is located in
Salinas, CA, within the Monterey County, CA metropolitan statistical area.
As of May 9, 2002, the occupancy rate for the Xxxxxx Ranch Plaza Property
was approximately 100.0%. The largest tenant is Safeway, Inc. ("Safeway"),
occupying approximately 52,686 square feet, or approximately 16.2% of the
net rentable area. Safeway operates a national chain of food and drug
stores. The Safeway lease expires in August 2011. As of June 15, 2002,
Safeway had a long-term local issuer credit rating of "BBB" (S&P) and a
senior unsecured debt rating of "Baa2" (Xxxxx'x). The second largest
tenant is Salinas Athletic Club, occupying approximately 28,000 square
feet, or approximately 8.6% of the net rentable area. Salinas Athletic
Club has been in business for over 20 years and has over 7,000 members and
two locations. The Salinas Athletic Club lease expires in September 2010.
The third largest tenant is Marshalls ("Marshalls"), occupying
approximately 27,000 square feet, or approximately 8.3% of the net
rentable area. Marshalls is an off-price retailer of family apparel and
home fashions. The Marshalls lease expires in January 2007. Marshalls is a
subsidiary of TJX Companies, Inc., which as of June 15, 2002 had a
long-term local issuer credit rating of "A- " (S&P) and a senior unsecured
debt rating of "A3" (Xxxxx'x).
The following table presents certain information relating to major tenants
at the Xxxxxx Ranch Plaza Property:
% OF GROSS NET
POTENTIAL RENTABLE % OF NET DATE OF LEASE
TENANT RENT AREA (SF) RENTABLE AREA EXPIRATION
----------------------------------- ------------ ------------- --------------- ---------------------
Safeway...................... 12.0% 52,686 16.3% August 2011
Salinas Athletic Club........ 3.9 28,000 8.6 September 2010
Marshalls.................... 5.0 27,000 8.3 January 2007
Office Depot................. 5.4 25,258 7.8 August 2009
Circuit City................. 5.2 23,945 7.4 January 2008
Furniture Mart............... 7.4 18,380 5.7 November 2008
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
30
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at the Xxxxxx Ranch Plaza Property:
CUMULATIVE %
% OF GROSS OF GROSS
NUMBER OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(1) ROLLING(1) ROLLING(1) ROLLING(1)
---------- ------------ ----------- ------------ -------------- ------------ ------------ --------------
2002 4 $25.34 9,981 3.1% 3.1% 4.5% 4.5%
2003 10 23.71 15,091 4.7 7.7 6.3 10.8
2004 4 23.11 7,330 2.3 10.0 3.0 13.8
2005 13 23.81 24,589 7.6 17.6 10.4 24.2
2006 3 25.52 6,400 2.0 19.6 2.9 27.1
2007 6 20.41 42,097 13.0 32.6 15.2 42.4
2008 4 17.79 51,525 15.9 48.4 16.3 58.6
2009 6 14.94 52,114 16.1 64.5 13.8 72.4
2010 2 11.29 37,180 11.5 76.0 7.4 79.9
2011 3 13.42 67,147 20.7 96.7 16.0 95.9
2012 1 15.60 8,000 2.5 99.2 2.2 98.1
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement reserves. In addition, the
loan documents require the borrower to deposit with the mortgagee a sum of
$200,400 per year for tenant improvements and leasing commissions. See
Annex A-3 to the prospectus supplement for information regarding escrow
reserves.
o LOCK BOX ACCOUNT. At any time during the term of the Xxxxxx Ranch Plaza
Loan, (i) if the debt service coverage ratio, as computed by the
mortgagee, is less than 1.10x for six consecutive months, or (ii) upon the
occurrence of an event of default under the loan documents, the borrower
must notify the tenants that any and all tenant payments due under the
applicable tenant leases are required to be directly deposited into a
mortgagee designated lock box account. If the mortgagee is provided
evidence that the debt service coverage ratio is at least 1.30x for 12
consecutive months, the lock box account shall be terminated and the
tenants notified that any and all tenant payments may be delivered to the
borrowers.
o PARTIAL RELEASE. Pursuant to the defeasance provisions set forth in the
loan documents, the borrowers may elect to defease a portion of the Xxxxxx
Ranch Plaza Loan in connection with a release (a "Release") of a portion
of the Xxxxxx Ranch Plaza Property provided that: (i) the borrowers
provide substitution of the collateral with U.S. Treasury obligations in
an amount equal to the sum of 125% of 75% of the appraised value of the
parcel to be released at the time of the Release; (ii) the debt service
coverage immediately following the Release is at least 1.25x; (iii) the
loan-to-value ratio immediately following the Release is not greater than
75%; and (iv) certain other conditions set forth in the loan documents are
satisfied. The loan documents require that S&P and Xxxxx'x must have
confirmed in writing that any rating issued by them on the certificates
will not, as a result of the proposed defeasance, be downgraded, from the
then current ratings thereof, qualified or withdrawn.
o PROPERTY MANAGEMENT. Xxxxx/Xxxxxxxxx, Inc. ("PGI") is the property manager
for the Xxxxxx Ranch Plaza Property. The property manager is affiliated
with the borrowing entity.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
31
XXXXXXX XXXXX MORTGAGE TRUST
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--------------------------------------------------------------------------------
DOMINION TOWER
[GRAPHIC OMITTED]
------------------------------------------------------------------ ---------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties............ 1 Mortgage Loan Seller......................... Xxxxxxx Xxxxx
Location (City/State).......................... Norfolk, VA Cut-off Date Principal Balance............... $40,348,183
Property Type.................................. Office Cut-off Date Loan Balance Per SF/Unit........ $100
Size (Sq. Ft.)................................. 403,276 Percentage of Initial Mortgage Pool
Percentage Occupancy as of May 1, 2002......... 94.8% Balance ................................. 3.7%
Year Built..................................... 1987 Number of Mortgage Loans..................... 1
Appraisal Value................................ $58,000,000 Type of Security (fee/leasehold)............. Fee
Underwritten Occupancy ........................ 92.5% Mortgage Rate................................ 7.520%
Underwritten Revenues.......................... $8,920,288 Original Term to Maturity/ARD (Months)....... 120
Underwritten Total Expenses.................... $3,484,212 Original Amortization Term (Months).......... 360
Underwritten Net Operating Income (NOI)........ $5,436,076 Cut-off Date LTV Ratio....................... 69.6%
Underwritten Net Cash Flow (NCF)............... $4,693,904 LTV Ratio at Maturity or ARD................. 61.7%
Underwritten DSCR on NOI..................... 1.60x
Underwritten DSCR on NCF..................... 1.38x
------------------------------------------------------------------ ---------------------------------------------------------------
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
32
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "Dominion Tower Loan") is evidenced by a
single note secured by a first mortgage encumbering an office building
located in Norfolk, Virginia (the "Dominion Tower Property"). The Dominion
Tower Loan represents approximately 3.7% of the initial mortgage pool
balance. The Dominion Tower Loan was originated on January 31, 2002, and
has a principal balance as of the cut-off date of approximately
$40,348,183.
The Dominion Tower Loan is an ARD Loan with a remaining term of 115 months
to its anticipated payment date of February 1, 2012, and a scheduled
maturity date of February 1, 2032. The Dominion Tower Loan may be prepaid
on or after December 2, 2011, and permits defeasance with United States
government obligations beginning two years after securitization.
o THE BORROWER. The borrower is New Life Towers, LLC, a special purpose
entity. Legal counsel to the borrower delivered a non-consolidation
opinion in connection with the origination of the Dominion Tower Loan. The
sponsors of the borrower are Xxxxxx X. Xxxxxxx, Xx. and Xxxxxx Xxxxxxx and
Company. The sponsors manage approximately five million square feet of
commercial space.
o THE PROPERTY. The Dominion Tower Property is an approximately 403,276
square foot office building situated on approximately 2.56 acres in
Norfolk, Virginia, within the Hampton Roads, Virginia metropolitan
statistical area. The property was constructed in 1987. As of May 1, 2002,
the occupancy rate for the Dominion Tower Property was approximately
94.8%. The largest tenant of the Dominion Tower Property is American
Management Systems, Inc. ("American Management") occupying approximately
37,781 square feet, or approximately 9.4% of the net rentable area.
American Management is an international business and information
technology consulting firm. The American Management lease expires on March
31, 2006. The second largest tenant is Wachovia Bank, National Association
("Wachovia") occupying approximately 23,979 square feet, or approximately
6.0% of the net rentable area. First Union National Bank merged with
Wachovia on September 1, 2001 and the combined entity is the fourth
largest financial holding company in the United States. The Wachovia lease
expires on September 30, 2008. As of June 19, 2002, Xxxxxxxx had a senior
unsecured debt rating of "Aa3" (Xxxxx'x) and a long term local issuer
credit rating of "A+" (S&P). The third largest tenant is Hofheimer Nusbaun
P.C. ("Hofheimer") occupying approximately 22,596 square feet, or
approximately 5.6% of the net rentable area. Hofheimer is a regional legal
firm. The Hofheimer lease expires on January 31, 2003.
The following table presents certain information relating to major tenants
at the Dominion Tower Property:
% OF GROSS DATE OF
POTENTIAL NET RENTABLE % OF NET LEASE
TENANT RENT AREA (SF) RENTABLE AREA EXPIRATION
------------------------- ----------- -------------- ---------------- --------------------------
American Management 10.4% 37,781 9.4% March 31, 2006
First Union 7.0 23,979 5.6 September 30, 2008
Hofheimer 6.4 22,596 6.0 January 31, 2003
KPMG 6.5 22,164 5.5 April 30, 2005
McDonald's 6.3 19,626 4.9 December 31, 2009
The following table presents certain information relating to the lease
rollover schedule at the Dominion Tower Property:
CUMULATIVE
% OF GROSS % OF GROSS
NUMBER OF AVG. BASE % OF TOTAL CUMULATIVE % POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF SF OF SF RENT RENT
YEAR ROLLING ROLLING(1) ROLLING ROLLING(1) ROLLING(1) ROLLING(1) ROLLING(1)
------ ------------ ------------- ------------ ------------- ------------ ------------- -------------
2002 8 $ 16.66 39,891 9.9% 9.9% 8.8% 8.8%
2003 13 17.83 72,711 18.0 27.9 17.2 26.0
2004 9 16.50 30,263 7.5 35.4 6.6 32.6
2005 6 18.65 51,698 12.8 48.2 12.7 45.3
2006 7 19.91 97,899 24.3 72.5 25.8 71.2
2007 0 0 0 0.0 72.5 0.0 71.2
2008 3 19.22 44,511 11.0 83.6 11.3 82.5
2009 2 22.24 37,416 9.3 92.8 11.0 93.5
2010 0 0 0 0.0 92.8 0.0 93.5
2011 0 0 0 0.0 92.8 0.0 93.5
----------
(1) Calculated based on approximate square footage occupied by each tenant.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
33
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement reserves. The loan
documents require the borrower to deposit with mortgagee a sum of $6,671
(as adjusted by reference to the consumer price index) each month for
replacement reserves. Provided no event of default has occurred and is
continuing and the borrower has provided the documentation required in the
loan documents, the borrower must be reimbursed for replacement
expenditures. In addition, the loan documents require the borrower to
deposit with the mortgagee a sum of $360,000 per year for tenant
improvements and leasing commissions subject to a cap of $675,000.
Provided no event of default has occurred and is continuing and the
borrower has provided the documentation required in the loan documents,
the amount of reimbursement for tenant improvement and leasing commission
expenditures must be paid to the borrower. See Annex A-3 to the prospectus
supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are required to be deposited into a mortgagee designated lock box
account.
o HYPERAMORTIZATION. Commencing on the anticipated repayment date of
February 1, 2012, in addition to the interest described above, additional
interest at the rate of two percent (2%) per annum shall also accrue on
the principal amount of the Dominion Tower Loan. Additional interest shall
also accrue on the accrued interest, if any, at the interest rate plus two
percent (2%) per annum. See "DESCRIPTION OF THE MORTGAGE POOL-- ARD Loans"
in the prospectus supplement for information regarding ARD Loans.
o PROPERTY MANAGEMENT. Xxxxxx Xxxxxxx Commercial Real Estate LLC is the
property manager for the Dominion Tower Property. The property manager is
affiliated with the borrower.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
34
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
SEVEN MILE CROSSING
[GRAPHIC OMITTED]
----------------------------------------------------------------- ---------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties............ 1 Mortgage Loan Seller........................... Xxxxxxx Xxxxx
Location (City/State).......................... Livonia, MI Cut-off Date Principal Balance................. $35,925,511
Property Type.................................. Office Cut-off Date Loan Balance Per SF/Unit.......... $104
Size (Sq. Ft.)................................. 346,265 Percentage of Initial Mortgage Pool Balance ... 3.3%
Percentage Occupancy as of April 29, 2002...... 92.2% Number of Mortgage Loans....................... 1
Year Built..................................... Various Type of Security (fee/leasehold)............... Leasehold
Appraisal Value................................ $50,200,000 Mortgage Rate.................................. 7.420%
Underwritten Occupancy %....................... 90.9% Original Term to Maturity/ARD (Months)......... 120
Underwritten Revenues.......................... $7,854,310 Original Amortization Term (Months)............ 360
Underwritten Total Expenses.................... $3,133,520 Cut-off Date LTV Ratio......................... 71.6%
Underwritten Net Operating Income (NOI)........ $4,720,789 LTV Ratio at Maturity or ARD................... 63.2
Underwritten Net Cash Flow (NCF)............... $4,048,103 Underwritten DSCR on NOI....................... 1.58x
Underwritten DSCR on NCF....................... 1.35x
----------------------------------------------------------------- ---------------------------------------------------------------
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
35
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "Seven Mile Crossing Loan") is evidenced
by a single note secured by a first leasehold mortgage encumbering office
buildings and land located in Livonia, Michigan (the "Seven Mile
Property"). The Seven Mile Crossing Loan represents approximately 3.3% of
the initial mortgage pool balance. The Seven Mile Loan was originated on
March 28, 2002, and has a principal balance as of the cut-off date of
approximately $35,925,511.
The Seven Mile Crossing Loan is an ARD Loan with a remaining term of 117
months to its anticipated repayment date of April 1, 2012, and a scheduled
maturity date of April 1, 2032. The Seven Mile Crossing Loan may be
prepaid on or after January 1, 2012, and permits defeasance with United
States government obligations beginning two years after closing of the
Securitization.
o THE BORROWER. The borrower is SMC Investors, L.L.C., which was established
as a special purpose entity. Legal counsel to the Borrower delivered a
non-consolidation opinion in connection with the origination of the Seven
Mile Crossing Loan. The sponsors of the borrower are property owners in
the state of Michigan and own approximately 70 properties, totaling
approximately 25 million square feet, throughout the Unites States.
o THE PROPERTY. The Seven Mile Property consists of approximately 346,265
square feet of office space in three office buildings situated on
approximately 16.35 acres in Livonia, Michigan, within the Detroit,
Michigan metropolitan statistical area. The Seven Mile Property was
constructed in 1987-1989. As of April 29, 2002, the occupancy rate for the
Seven Mile Property was approximately 92.2%. The Seven Mile Property is
subject to a ground lease which has an original term (together with any
extension options, whether or not currently excercised) that expires on
March 31, 2061, and either the ground lessor has subordinated its interest
in the mortgaged real property to the interest of the holder of that
mortgage loan, or the ground lessor has agreed to give the holder of that
mortgage loan notice of, and the right to cure, any default or breach by
the lessee.
The largest tenant is Unigraphics Solutions, Inc. ("Unigraphics")
occupying approximately 45,564 square feet, or approximately 13.5% of the
net rentable area. Unigraphics develops software that helps manufacturers
move products through the design stage, through the manufacturing and
distribution stage to the product management stage, while allowing for the
share of information between the manufacturer and their clients and
vendors. The Unigraphics lease expires on February 28, 2009. The second
largest tenant is XO Communications, Inc. ("XO") occupying approximately
21,268 square feet, or approximately 6.1% of the net rentable area. XO is
a full-service, integrated broadband communications provider. The XO lease
expires on July 31, 2007. The third largest tenant is Xxxx Technology
Group Inc. ("Xxxx Technology") occupying approximately 15,117 square feet,
or approximately 4.4% of the net rentable area. Xxxx Technology, a
wholly-owned subsidiary of Computer Sciences Corporation (which as of June
13, 2002, had a senior unsecured debt rating of "A2" (Xxxxx'x) and a long
term local issuer credit rating of "A" (S&P)), provides software and
services for the risk, claims, healthcare and safety management
industries. It serves one of the largest installed user bases in the
industry with more than 3000 client users. The Xxxx Technology lease
expires on September 30, 2002.
The following table presents certain information relating to major tenants
at the Seven Mile Property:
% OF GROSS DATE OF
POTENTIAL NET RENTABLE % OF NET LEASE
TENANT RENT AREA (SF) RENTABLE AREA EXPIRATION
-------------------------------- ---------- ---------------- ---------------- -------------------------
Unigraphics Solutions 15.5% 46,564 13.5% February 28, 2009
XO Communications, Inc 6.7 21,268 6.1 July 31, 2007
Xxxx Technology Group 4.9 15,117 4.4 September 30, 2002
Sprint Communications 4.3 14,690 4.2 November 30, 2005
Detroit Edison Credit 4.7 13,936 4.0 April 30, 2006
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
36
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at the Seven Mile Property:
CUMULATIVE %
NUMBER % OF GROSS OF GROSS
OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(1) ROLLING(1) ROLLING(1) ROLLING(1)
-------- ----------- ----------- ------------ -------------- ------------ ------------ --------------
2002 3 $23.30 24,976 7.2% 7.2% 7.4% 7.4%
2003 8 23.03 20,002 5.8 13.0 5.9 13.3
2004 22 23.28 95,329 27.5 40.5 28.3 41.7
2005 13 22.58 43,846 12.7 53.2 12.6 54.3
2006 7 23.05 43,181 12.5 65.6 12.7 67.0
2007 4 21.92 32,381 9.4 75.0 9.1 76.1
2008 0 0.00 0 0.0 75.0 0.0 76.1
2009 2 21.41 55,003 15.9 90.9 15.0 91.1
2010 1 22.40 2,038 0.6 91.5 0.6 91.7
2011 0 0.00 0 0.0 91.5 0.0 91.7
----------
(1) Calculated based on approximate square footage occupied by each tenant.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement and other reserves. The
loan documents require the borrower to deposit with the mortgagee a sum of
$7,038 each month (as adjusted by reference to the consumer price index)
for replacement reserves. Provided no event of default has occurred and is
continuing and the borrower has provided the documentation required in the
loan documents, the borrower must be reimbursed for replacement
expenditures. In addition, the loan documents require the borrower to
deposit with the mortgagee a sum of $228,000 per year for tenant
improvements and leasing commissions subject to a cap of $450,000.
Provided no event of default has occurred and is continuing and the
borrower has provided the documentation required in the loan documents,
the amount of reimbursement for tenant improvement and leasing commission
expenditures must be paid to the borrower. In addition, the borrower
deposited with the mortgagee at closing of the Seven Mile Crossing Loan
the sum of $338,000 as a pending lease reserve, which amount may be
increased pursuant to the loan documents. Provided no event of default has
occurred and is continuing and the borrower has provided the documentation
required in the loan documents relating to the reletting of a portion of
the Seven Mile Property to certain specified tenants, the sums deposited
in the pending lease reserve must be paid to the borrower. See Annex A-3
to the prospectus supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant
leases are required to be deposited into a mortgagee designated lock box
account.
o HYPERAMORTIZATION. Commencing on the anticipated repayment date of April
1, 2012, in addition to the interest described above, additional interest
at the rate of two percent (2%) per annum shall also accrue on the
principal amount of the Seven Mile Crossing Loan. Additional interest
shall also accrue on the accrued interest, if any, at the initial interest
rate plus 2.0 percent (2%) per annum. See "DESCRIPTION OF THE MORTGAGE
POOL-- ARD Loans" in the prospectus supplement for information regarding
ARD Loans.
o PROPERTY MANAGEMENT. Xxxxx & Xxxxx Management Services, Inc. is the
property manager for the Seven Mile Property. An affiliate of the borrower
has an ownership interest in the property manager.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
37
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
ABBEY PORTFOLIO
[GRAPHIC OMITTED]
--------------------------------------------------------------------- -------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties............ 7 Mortgage Loan Seller........................... Wachovia
Location (City/State).......................... See Table - Pg. 39 Cut-off Date Principal Balance................. $35,738,001
Property Type.................................. Various(1) Weighted Average Cut-off Date Loan Balance Per
Size (Sq. Ft).................................. 717,766 SF/Unit..................................... $80
Weighted Average Percentage Percentage of Initial Mortgage Pool Balance ... 3.3%
Occupancy as of April 1, 2002 and May 1, 2002 89.0% Number of Mortgage Loans....................... 7
Year Built..................................... Various Type of Security (fee/leasehold)............... Fee/Leasehold
Appraisal Value................................ $48,100,000 Weighted Average Mortgage Rate................. 7.250%
Weighted Average Original Term to
Maturity/ARD (Months)....................... 94
Weighted Average Original Amortization
See Property Sections for Underwritten Term (Months)............................... 336
Financials. Weighted Average Cut-off Date LTV Ratio........ 74.4%
Weighted Average LTV Ratio at Maturity or ARD.. 66.6%
See Property Sections for Underwritten
Financials.
--------------------------------------------------------------------- -------------------------------------------------------------
----------
(1) Office, Industrial and Retail.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
38
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOANS. The seven mortgage loans (the "Abbey Portfolio Loans") are
evidenced by separate notes collectively secured by first deeds of trust
encumbering four office properties, two industrial properties and a retail
property located in various cities thoughout California (the "Abbey
Properties"). The Abbey Portfolio Loans represent approximately 3.3% of
the initial mortgage pool balance. The Abbey Portfolio Loans were
originated on January 11, 2002, and have an aggregate principal balance as
of the cut-off date of approximately $35,738,001. Each of the Abbey
Portfolio Loans is cross-collateralized and cross-defaulted with each of
the other Abbey Portfolio Loans. Pursuant to the terms of the related loan
documents and upon the satisfaction of certain conditions therein, the La
Mesa Commerce Center mortgage loan may be assumed individually and
released from the cross-collateral and cross-default provisions related to
the Abbey Portfolio Loans.
The Abbey Portfolio Loans have a remaining term of 89 months and a
scheduled maturity date of December 1, 2009. The Abbey Portfolio Loans may
be prepaid on or after August 1, 2009, and each Abbey Portfolio Loan
permits defeasance with United States government obligations beginning two
years after securitization.
o THE BORROWERS. There are seven borrowers under the Abbey Portfolio Loans.
Each borrower was established as a special purpose entity. Legal counsel
to the borrower delivered a non-consolidation opinion in connection with
the origination of each Abbey Portfolio Loan. The sponsor of the borrowers
is The Abbey Company ("Abbey"), a real estate investment company with
ownership interests in approximately 3.1 million square feet of office,
industrial, service center and retail properties located predominately in
California.
o THE PROPERTIES. The Abbey Properties consist of four office properties
(Xxxxxxxx Parkway Medical Center, Commerce Corporate Center, Palm Springs
Airport Commerce Center, and Fresno Airport Commerce Center), two
industrial properties (Fresno Industrial Center and Arlington II) and one
retail property (La Mesa Commerce Center). As of April 1, 2002 or May 1,
2002, the weighted average occupancy rate for the Abbey Properties was
approximately 89.0%. The Abby Property securing the Palm Springs Airport
Commerce Center loan, is subject to a ground lease which has an original
term (together with any extension options, whether or not currently
exercised) that expires on October 31, 2056, and either the ground lessor
has subordinated its interest in the mortgaged real property to the
interest of the holder of that mortgage loan, or the ground lessor has
agreed to give the holder of that mortgage loan notice of, and the right
to cure, any default or breach by the lessee.
The following table presents certain information relating to the Abbey
Properties:
CUT-OFF DATE NET
PRINCIPAL LOAN RENTABLE
PROPERTY NAME PROPERTY LOCATION BALANCE AREA (SF) YEAR BUILT
--------------------------------- ------------------------- -------------- ------------- ------------
Xxxxxxxx Parkway Medical Center La Mesa, CA $10,707,499 82,024 1985
Commerce Corporate Center Commerce, CA 7,221,336 67,000 1974
Fresno Industrial Center Fresno, CA 6,162,737 265,085 1990
La Mesa Commerce Center La Mesa, CA 4,373,555 57,673 1964
Arlington II Riverside, CA 3,975,959 131,263 1976
Palm Springs Airport Commerce Palm Springs, CA 1,743,081 62,877 1983
Fresno Airport Commerce Center Fresno, CA 1,553,832 51,844 1978
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
39
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
1. XXXXXXXX PARKWAY MEDICAL CENTER
The following table presents certain information relating to the lease
rollover schedule at Xxxxxxxx Parkway Medical Center:
% OF GROSS NET RENTABLE % OF NET DATE OF LEASE
TENANT POTENTIAL RENT AREA (SF) RENTABLE AREA EXPIRATION
------------------------------- ------------------- -------------- ---------------- -------------------
Sharp Hospicecare 13.6% 12,190 14.9% November 2005
San Xxxxxx Medical 10.7 9,984 12.2 April 2008
Grossmont Surgery Center 9.3 7,960 9.7 December 2006
Family Planning Associates 11.1 6,696 8.2 Month-to-Month
Caring Physicians 7.4 6,536 8.0 May 2006
The following table presents certain information relating to the lease
rollover schedule at Xxxxxxxx Parkway Medical Center (1):
CUMULATIVE %
NUMBER % OF GROSS OF GROSS
OF AVG. BASE % OF CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF TOTAL SF % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING ROLLING(2) ROLLING(2) ROLLING(2) ROLLING(2)
--------------- ----------- ---------- ---------- ------------ ----------- ------------ ------------
2002 4 $25.35 11,532 14.1% 14.1% 16.8% 16.8%
2003 3 22.54 6,326 7.7 21.8 8.2 25.0
2004 2 21.20 4,243 5.2 26.9 5.2 30.2
2005 4 20.04 15,983 19.5 46.4 18.4 48.6
2006 6 20.64 21,226 25.9 72.3 25.2 73.9
2007 0 0.00 0 0 72.3 0 73.9
2008 2 19.11 13,036 15.9 88.2 14.3 88.2
2009 0 0 0 0 88.2 0 88.2
(1) The loan documents require the borrower to deposit with mortgagee $80,000
per year for tenant improvements and leasing commissions.
(2) Calculated based on approximate square footage occupied by each tenant.
UNDERWRITTEN FINANCIALS FOR XXXXXXXX PARKWAY MEDICAL CENTER:
Underwritten Occupancy................... 88.0%
Underwritten Revenues.................... $1,879,613
Underwritten Total Expenses.............. $ 418,677
Underwritten Net Operating Income (NOI).. $1,460,935
Underwritten Net Cash Flow (NCF)......... $1,311,602
Underwritten DSCR on NOI................. 1.66x
Underwritten DSCR on NCF................. 1.49x
2. COMMERCE CORPORATE CENTER
The following tables presents certain information relating to the major
tenants at Commerce Corporate Center:
NET
% OF GROSS RENTABLE % OF NET DATE OF LEASE
TENANT POTENTIAL RENT AREA (SF) RENTABLE AREA EXPIRATION
------ -------------- --------- ------------- ----------
PIA-SC Insurance Services, Inc....... 25.3% 19,737 29.5% July 2006
Bank of America...................... 37.0 17,748 26.5 September 2008
Los Angeles Unified School District.. 21.1 16,791 25.1 May 2007
CB Xxxxxxx Xxxxx, Inc................ 5.4 3,842 5.7 June 2004
National Association of Latin; DBA
NALEO Educational Funds.............. 4.2 3,473 5.2 July 2002
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
40
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--------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at Commerce Corporate Center(1):
CUMULATIVE
% OF GROSS % OF GROSS
NUMBER OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(2) ROLLING(2) ROLLING(2) ROLLING(2)
------ ----------- ---------- ---------- ------------- ---------- ------------ --------------
2002 1 $18.48 3,473 5.2% 5.2% 4.2% 4.2%
2003 1 19.92 2,706 4.0 9.2 3.5 7.7
2004 1 21.60 3,842 5.7 15.0 5.4 13.2
2005 1 16.68 2,263 3.4 18.3 2.5 15.6
2006 3 19.57 19,737 29.5 47.8 25.3 40.9
2007 2 19.60 17,231 25.7 73.5 22.1 63.0
2008 1 31.84 17,748 26.5 100.0 37.0 100.0
2009 0 0 0 0 100.0 0 100.0
(1) The loan documents require the borrower to deposit with mortgagee $35,000
per year for tenant improvements and leasing commissions.
(2) Calculated based on approximate square footage occupied by each tenant.
UNDERWRITTEN FINANCIALS FOR COMMERCE CORPORATE CENTER:
Underwritten Occupancy................... 90.0%
Underwritten Revenues.................... $1,400,752
Underwritten Total Expenses.............. $ 456,325
Underwritten Net Operating Income (NOI).. $ 944,427
Underwritten Net Cash Flow (NCF)......... $ 852,681
Underwritten DSCR on NOI................. 1.59x
Underwritten DSCR on NCF................. 1.44x
3. FRESNO INDUSTRIAL CENTER
The following tables presents certain information relating to the major
tenants at Fresno Industrial Center:
NET
% OF GROSS RENTABLE % OF NET DATE OF LEASE
TENANT POTENTIAL RENT AREA (SF) RENTABLE AREA EXPIRATION
------ -------------- --------- ------------- ----------
Sony 71.9% 200,085 75.5% July 2004
Western Parcel 5.7 12,500 4.7 December 2003
Louis & Co. 5.0 12,500 4.7 December 2003
Hermes Abrasives, Ltd. 3.4 7,500 2.8 September 2003
Amarr Company 3.5 7,500 2.8 March 2005
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
41
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The following table presents information relating to the lease rollover
schedule at Fresno Industrial Center(1):
CUMULATIVE
% OF GROSS % OF GROSS
NUMBER OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(2) ROLLING(2) ROLLING(2) ROLLING(2)
------ ----------- ---------- ---------- ------------- ---------- ------------ --------------
2002 0 0 0 0% 0% 0% 0%
2003 4 3.85 37,677 14.2 14.2 16.7 16.7
2004 2 3.13 205,085 77.4 91.6 74.0 90.7
2005 1 4.08 7,500 2.8 94.4 3.5 94.2
2006 0 0 0 0 94.4 0 94.2
2007 0 0 0 0 94.4 0 94.2
2008 0 0 0 0 94.4 0 94.2
2009 0 0 0 0 94.4 0 94.2
(1) The loan documents require the borrower to deposit with mortgagee at the
closing of the loan, as initial deposit of $100,000 and a sum of $50,000 per
year for tenant improvements and leasing commissions.
(2) Calculated based on approximate square footage occupied by each tenant.
UNDERWRITTEN FINANCIALS FOR FRESNO INDUSTRIAL CENTER:
Underwritten Occupancy................... 95.0%
Underwritten Revenues.................... $988,537
Underwritten Total Expenses.............. $218,546
Underwritten Net Operating Income (NOI).. $769,991
Underwritten Net Cash Flow (NCF)......... $678,488
Underwritten DSCR on NOI................. 1.43x
Underwritten DSCR on NCF................. 1.26x
4. LA MESA COMMERCE CENTER
The following tables presents certain information relating to the major
tenants at La Mesa Commerce Center:
NET
% OF GROSS RENTABLE % OF NET DATE OF LEASE
TENANT POTENTIAL RENT AREA (SF) RENTABLE AREA EXPIRATION
------ -------------- --------- ------------- ----------
San Diego Dialysis Services 16.0% 7,240 12.6% September 2002
Cal Med Drugs 8.1 4,600 8.0 December 2007
San Diego Dance Center 7.8 4,400 7.6 December 2002
Round Table Pizza 6.3 4,000 6.9 February 2004
E & L Physical Therapy 5.8 3,375 5.9 July 2006
The following table presents certain information relating to the lease
rollover schedule at La Mesa Commerce Center(1):
CUMULATIVE
% OF GROSS % OF GROSS
NUMBER OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(2) ROLLING(2) ROLLING(2) ROLLING(2)
------ -------- ---------- ---------- ------------- ---------- ------------ --------------
2002 2 $17.19 11,640 20.2% 20.2% 23.7% 23.7%
2003 1 12.36 1,720 3.0 23.2 2.5 26.3
2004 3 13.62 5,800 10.1 33.2 9.4 35.6
2005 4 14.36 4,300 7.5 40.7 7.3 43.0
2006 1 14.40 3,375 5.9 46.5 5.8 48.7
2007 1 14.88 4,600 8.0 54.5 8.1 56.8
2008 0 0 0 0 54.5 0 56.8
2009 0 0 0 0 54.5 0 56.8
(1) The loan documents require the borrower to deposit with mortgagee $20,000
per year for tenant improvements and leasing commissions.
(2) Calculated based on approximate square footage occupied by each tenant.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
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UNDERWRITTEN FINANCIALS FOR LA MESA COMMERCE CENTER:
Underwritten Occupancy .................. 75.0%
Underwritten Revenues.................... $752,252
Underwritten Total Expenses.............. $171,431
Underwritten Net Operating Income (NOI).. $580,821
Underwritten Net Cash Flow (NCF)......... $523,103
Underwritten DSCR on NOI................. 1.52x
Underwritten DSCR on NCF................. 1.37x
5. ARLINGTON II
The following table presents certain information relating to the major
tenants at Arlington II:
NET
% OF GROSS RENTABLE % OF NET DATE OF LEASE
TENANT POTENTIAL RENT AREA (SF) RENTABLE AREA EXPIRATION
------ -------------- --------- ------------- ----------
Mendocino Forest Products 100.0% 131,263 100.0% February 2007
The following table presents certain information relating to the lease
rollover schedule at Arlington II(1):
CUMULATIVE
NUMBER % OF GROSS % OF GROSS
OF WA BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(2) ROLLING(2) ROLLING(2) ROLLING(2)
------------ --------- ----------- ---------- --------------- ---------- ------------- -----------
2007 1 $4.08 131,263 100.0% 100.0% 100.0% 100.0%
(1) The loan documents require the borrower to deposit with mortgagee at the
closing of the loan, as initial deposit of $85,000 and a sum of $16,000 per
year for tenant improvements and leasing commissions.
(2) Calculated based on approximate square footage occupied by each tenant.
UNDERWRITTEN FINANCIALS FOR ARLINGTON II:
Underwritten Occupancy %................. 95.0%
Underwritten Revenues.................... $572,803
Underwritten Total Expenses.............. $90,534
Underwritten Net Operating Income (NOI).. $482,269
Underwritten Net Cash Flow (NCF)......... $453,652
Underwritten DSCR on NOI................. 1.39x
Underwritten DSCR on NCF................. 1.31x
6. PALM SPRINGS AIRPORT COMMERCE CENTER
The following tables presents certain information relating to the major
tenants at Palm Springs Airport Commerce Center:
% OF GROSS
POTENTIAL NET RENTABLE % OF NET DATE OF LEASE
TENANT RENT AREA (SF) RENTABLE AREA EXPIRATION
----------------------------------------- ----------- -------------- --------------- -------------------
Desert Medical Group, Inc. 54.8% 39,148 62.3% November 2004
U.S. Government - GSA 18.8 7,437 11.8 June 2003
Jewish Federation of Palm Springs 9.6 4,794 7.6 December 2002
C.G. Insurance Services 4.4 3,612 5.7 September 2003
Xxxxx Financial Group, Inc. 3.1 1,958 3.1 April 2003
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
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--------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at Palm Springs Airport Commerce Center (1):
CUMULATIVE
% OF GROSS % OF GROSS
NUMBER OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(2) ROLLING(2) ROLLING(2) ROLLING(2)
------------ --------- ----------- ---------- --------------- ---------- ------------- -----------
2002 1 $15.48 4,794 7.6% 7.6% 9.6% 9.6%
2003 5 15.02 15,222 24.2 31.8 29.6 39.2
2004 3 10.94 41,928 66.7 98.5 59.4 98.6
2005 0 0 0 0 98.5 0 98.6
2006 1 11.40 933 1.5 100.0 1.4 100.0
2007 0 0 0 0 100.0 0 100.0
2008 0 0 0 0 100.0 0 100.0
2009 0 0 0 0 100.0 0 100.0
(1) The loan documents require the borrower to deposit with mortgagee $30,000
per year for tenant improvements and leasing commissions.
(2) Calculated based on approximate square footage occupied by each tenant.
UNDERWRITTEN FINANCIALS FOR PALM SPRINGS AIRPORT COMMERCE CENTER:
Underwritten Occupancy................... 95.0%
Underwritten Revenues.................... $731,269
Underwritten Total Expenses.............. $451,795
Underwritten Net Operating Income (NOI).. $279,474
Underwritten Net Cash Flow (NCF)......... $197,497
Underwritten DSCR on NOI................. 1.95x
Underwritten DSCR on NCF................. 1.38x
7. FRESNO AIRPORT COMMERCE CENTER
The following tables presents certain information relating to the major
tenants at Fresno Airport Commerce Center:
NET
% OF GROSS RENTABLE % OF NET DATE OF LEASE
TENANT POTENTIAL RENT AREA (SF) RENTABLE AREA EXPIRATION
----------------------------------------- ----------- -------------- --------------- -------------------
Xxxxxxxx, Xxxxx & Xxxx 11.5% 5,350 10.3% October 2005
Ionosphere Broadcasting 7.2 3,600 6.9 July 2005
Dept. General Services - Cal-OSHA 6.6 3,015 5.8 September 2007
CA Cotton Ginners 4.2 2,208 4.3 December 2004
Transcribing Inc. 3.2 2,006 3.9 September 2002
The following table presents certain information relating to the lease
rollover schedule at Fresno Airport Commerce Center (1):
CUMULATIVE
% OF GROSS % OF GROSS
NUMBER OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(2) ROLLING(2) ROLLING(2) ROLLING(2)
------------ --------- ----------- ---------- ------------- ---------- ------------ -----------
2002 7 $11.52 9,847 19.0% 19.0% 18.9% 18.9%
2003 4 10.81 5,874 11.3 30.3 10.6 29.5
2004 5 11.79 7,031 13.6 43.9 13.8 43.4
2005 2 12.12 7,350 14.2 58.1 14.9 58.2
2006 1 12.00 1,082 2.1 60.1 2.2 60.4
2007 1 13.20 3,015 5.8 66.0 6.6 67.1
2008 0 0 0 0 66.0 0 67.1
2009 0 0 0 0 66.0 0 67.1
(1) The loan documents require the borrower to deposit with mortgagee $18,000
per year for tenant improvements and leasing commissions.
(2) Calculated based on approximate square footage occupied by each tenant.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
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UNDERWRITTEN FINANCIALS FOR FRESNO AIRPORT COMMERCE CENTER:
Underwritten Occupancy................... 71.0%
Underwritten Revenues.................... $447,674
Underwritten Total Expenses.............. $257,966
Underwritten Net Operating Income (NOI).. $189,708
Underwritten Net Cash Flow (NCF)......... $159,449
Underwritten DSCR on NOI................. 1.49x
Underwritten DSCR on NCF................. 1.25x
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement reserves. In addition, the
loan documents require the borrower to deposit with the mortgagee: (i)
$80,000 per year for Xxxxxxxx Parkway Medical Center, (ii) $35,000 per
year for Commerce Corporate Center, (iii) at the closing of the Fresno
Industrial Center loan, an initial deposit of $100,000 and a sum of
$50,000 per year, (iv) $20,000 per year for La Mesa Commerce Center, (v)
at the closing of the Arlington II loan, an initial deposit of $85,000 and
a sum of $16,000 per year, (vi) $30,000 per year for Palm Springs Airport
Center and (vii) $18,000 per year for Fresno Airport Commerce Center, for
tenant improvements and leasing commissions. See Annex A-3 to the
prospectus supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. At any time during the term of the Abbey Portfolio
Loans, (i) if the applicable debt service coverage ratio, as computed by
the mortgagee, is less than 1.15x, or (ii) upon the occurrence of an event
of default pursuant to the applicable loan documents, the related borrower
must notify its tenants that any and all tenant payments due under the
applicable tenant leases must be directly deposited into a mortgagee
designated lock box account.
o MEZZANINE DEBT. Capri Select Income, LLC, a Delaware limited liability
company, is the current holder of a $25,000,000 mezzanine loan of which
(i) $1,896,000 is allocated to the Xxxxxxxx Parkway Medical Center loan,
(ii) $650,000 is allocated to the Fresno Industrial Center loan, (iii)
$150,000 is allocated to the La Mesa Commerce Center loan, (iv) $526,000
is allocated to the Arlington II loan and (v) $418,000 is allocated to the
Fresno Airport Commerce Center loan. The mezzanine loan is secured by a
pledge of membership interests of the single member of the borrowers, (i)
AP-Xxxxxxxx Parkway Medical LLC, (ii) AP-Fresno Industrial LLC, (iii)
AP-La Mesa LLC, (iv) AP-Arlington II LLC and (v) AP-Fresno Airport LLC.
Capri Select Income, LLC possesses certain cure, repurchase and other
rights as more particularly described in the prospectus supplement.
o PROPERTY MANAGEMENT. Xxxxx is the property manager for the Abbey
Properties securing the Abbey Portfolio Loans. The property manager is
affiliated with the borrowers.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
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BEAR RUN VILLAGE APARTMENTS
[GRAPHIC OMITTED]
----------------------------------------------------------------- ---------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties............ 1 Mortgage Loan Seller........................... Xxxxxxx Xxxxx
Location (City/State).......................... Pittsburgh, PA Cut-off Date Principal Balance................. $25,958,854
Property Type.................................. Multifamily Cut-off Date Loan Balance Per SF/Unit.......... $59,267
Size (Units) .................................. 438 Percentage of Initial Mortgage Pool Balance ... 2.4%
Percentage Occupancy as of April 16, 2002...... 94.1% Number of Mortgage Loans....................... 1
Year Built..................................... 1999 Type of Security (fee/leasehold)............... Fee
Appraisal Value................................ $35,000,000 Mortgage Rate.................................. 6.630%
Underwritten Occupancy......................... 95.0% Original Term to Maturity/ARD (Months)......... 120
Underwritten Revenues.......................... $4,779,137 Original Amortization Term (Months)............ 360
Underwritten Total Expenses.................... $1,727,965 Cut-off Date LTV Ratio......................... 74.2%
Underwritten Net Operating Income (NOI)........ $3,051,172 LTV Ratio at Maturity or ARD................... 64.2%
Underwritten Net Cash Flow (NCF)............... $2,941,672 Underwritten DSCR on NOI....................... 1.53x
Underwritten DSCR on NCF....................... 1.47x
----------------------------------------------------------------- ---------------------------------------------------------------
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
46
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "Bear Run Village Apartments Loan") is
evidenced by a single note secured by a first mortgage encumbering a
438-unit multifamily complex located in Pittsburgh, Pennsylvania (the
"Bear Run Property"). The Bear Run Village Apartments Loan represents
approximately 2.4% of the initial mortgage pool balance. The Bear Run
Village Apartments Loan was originated on April 8, 2002, and has a
principal balance as of the cut-off date of approximately $25,958,854.
The Bear Run Village Apartments Loan has a remaining term of 118 months
and a scheduled maturity date of May 1, 2012. The Bear Run Village
Apartments Loan may be prepaid on or after February 1, 2012, and permits
defeasance with United States government obligations beginning two years
after securitization.
o THE BORROWER. The borrower is Bear Run Associates Limited Partnership,
which was established as a special purpose entity. The sponsor of the
borrower is Xxxxxxx X. Xxxxxx, a commercial real estate investor, with
interests in multifamily properties, commercial office space and a hotel
in Pittsburgh, Pennsylvania.
o THE PROPERTY. The Bear Run Property is a 438-unit apartment complex
consisting of 26 buildings situated on approximately 53 acres in
Pittsburgh (Allegheny County), Pennsylvania, within the Pittsburgh
metropolitan statistical area. As of April 16, 2002, the occupancy rate
for the Bear Run Property was approximately 94.1%. The Bear Run Property
includes a swimming pool, clubhouse and fitness center.
The following table presents certain information relating to the unit
configuration of the Bear Run Property:
APPROXIMATE % OF NET
NO. OF APPROXIMATE NET RENTABLE RENTABLE
UNIT MIX UNITS UNIT SIZE (SF) AREA (SF) AREA (SF) ASKING RENTAL RANGE
------------------------------ ------- -------------------- -------------- ------------ ----------------------
1-BR/1-BA 190 770 146,300 37.4% $ 425-960
2-BR/2-BA 214 955 204,370 52.2 700-1,280
3-BR/2-BA 34 1,194 40,596 10.4 850-1,550
------- -------------------- -------------- ------------ ----------------------
TOTAL/WEIGHTED AVERAGE 438 893 391,266 100.0% $955/UNIT/1.07/SF
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement and other reserves. The
loan documents require the borrower to deposit with the mortgagee (i) at
the closing of the Bear Run Village Apartments Loan, a sum of $109,500
(which was so deposited at closing) for replacement reserves (which, upon
any disbursement, must be replenished at the rate of $9,125 per month up
to a maximum of $109,500) and (ii) a sum of $109,500 per year in equal
monthly installments of $9,125 for replacement reserves if (i) an event of
default occurs, or (ii) the Lender or its servicer shall determine in its
sole and absolute discretion that the Bear Run Property is not being
maintained in accordance with the provisions of the mortgage. In addition,
the borrower deposited with the mortgagee at the closing of the Bear Run
Village Apartments Loan; (i) a sum of $42,000 to insure payment of a
judgment in connection with a mechanics' lien claim filed against an
affiliated entity of the borrower, and (ii) a letter of credit in the sum
of $750,000 to insure the estimated completion cost of road improvements
required by the Pennsylvania Department of Transportation and 125% of the
cost of site work with respect to the hillside portion of the property,
which amounts are subject to adjustment if the contracted-for cost of such
projects exceeds or falls short of $750,000. In addition, if the
conditions for the release of the portion of such $750,000 attributable to
the road improvement costs have not been satisfied by April 8, 2003, the
borrower must deposit an additional $500,000. See Annex A-3 to the
prospectus supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o PROPERTY MANAGEMENT. Arnheim & Xxxxx, Inc. is the property manager for the
Bear Run. Arnheim & Xxxxx, Inc. specializes in residential management and
leasing and currently manages approximately 5,000 residential units in the
Pittsburgh, Pennsylvania area. The property manager is independent.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
47
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
SOMERFIELD AT LAKESIDE APARTMENTS
[GRAPHIC OMITTED]
----------------------------------------------------------------- ---------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties............ 1 Mortgage Loan Seller........................... Wachovia
Location (City/State).......................... Elk Grove, CA Cut-off Date Principal Balance................. $23,400,000
Property Type.................................. Multifamily Cut-off Date Loan Balance Per SF/Unit.......... $83,571
Size (Units)................................... 280 Percentage of Initial Mortgage Pool Balance ... 2.2%
Percentage Occupancy as of April 25, 2002...... 90.7% Number of Mortgage Loans....................... 1
Year Built..................................... 1999 Type of Security (fee/leasehold)............... Fee
Appraisal Value................................ $30,000,000 Mortgage Rate.................................. 6.670%
Underwritten Occupancy ........................ 90.0% Original Term to Maturity/ARD (Months)......... 60
Underwritten Revenues.......................... $3,346,059 Original Amortization Term (Months)............ 360
Underwritten Total Expenses.................... $1,101,144 Cut-off Date LTV Ratio......................... 78.0%
Underwritten Net Operating Income (NOI)........ $2,244.915 LTV Ratio at Maturity or ARD................... 75.1%
Underwritten Net Cash Flow (NCF)............... $2,174,915 Underwritten DSCR on NOI....................... 1.24x
Underwritten DSCR on NCF....................... 1.20x
----------------------------------------------------------------- ---------------------------------------------------------------
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
48
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "Somerfield at Lakeside Apartments Loan")
is evidenced by a single note secured by a first deed of trust encumbering
a 280-unit multifamily complex located in Elk Grove, California (the
"Somerfield Property"). The Somerfield at Lakeside Apartments Loan
represents approximately 2.2% of the initial mortgage pool balance. The
Somerfield at Lakeside Apartments Loan was originated on June 6, 2002, and
has a principal balance as of the cut-off date of approximately
$23,400,000. The Somerfield at Lakeside Apartments Loan provides for
interest-only payments for the first 18 months of the term of the
Somerfield at Lakeside Apartments Loan and, thereafter, for fixed monthly
payments of principal and interest.
The Somerfield at Lakeside Apartments Loan has a remaining term of 60
months and a scheduled maturity date of July 1, 2007. The Somerfield at
Lakeside Apartments Loan may be prepaid on or after May 1, 2007, and
permits defeasance with United States government obligations beginning
four years after its first payment date.
o THE BORROWER. The borrower is Somerfield Apartments, LLC, which was
established as a special purpose entity. Legal counsel to the borrower
delivered a non-consolidation opinion in connection with the origination
of the Somerfield Apartments Loan. The sponsor of the borrower is Xxxxx X.
Xxxxx, Xx., a principal of the Xxxxx Companies. The Xxxxx Companies,
founded in 1946, are focused on the development and ownership of Class "A"
multifamily properties, with ownership interests in and management of over
3,500 apartment units.
o THE PROPERTY. The Somerfield Property is a 280-unit garden-style apartment
complex consisting of 35 buildings, situated on approximately 15.0 acres
and constructed in 1999. The Somerfield Property is located in Elk Grove,
California, within the Sacramento, California metropolitan statistical
area. As of April 25, 2002, the occupancy rate for the Somerfield Property
was approximately 90.7%. The Somerfield Property includes such amenities
as a fitness center, a community center, a swimming pool with sun deck, a
putting green, a fully equipped resident business center, garages and
carports, children's play areas, controlled access and a picnic area.
The following table presents certain information relating to the unit
configuration of the Somerfield Property:
APPROXIMATE % OF NET
NO. OF APPROXIMATE NET RENTABLE RENTABLE AREA
UNIT MIX UNITS UNIT SIZE (SF) AREA (SF) (SF) ASKING RENTAL RANGE
------------------------- ------- ----------------- ------------- -------------- ----------------------
1-BR/1-BA 80 767 61,360 21.8% $ 930 - 930
2-BR/2-BA 160 1,067 170,720 60.6 1,120 - 1,120
3-BR/2-BA 40 1,240 49,600 17.6 1,365 - 1,365
------------------------- ------- ----------------- ------------- -------------- ----------------------
TOTAL/WEIGHTED AVERAGE 280 1,006 281,680 100.0 $1,101/UNIT/1.09/ SF
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement reserves. See Annex A-3 to
the prospectus supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. At any time during the term of the Somerfield at
Lakeside Apartments Loan, (i) if the debt service coverage ratio, as
computed by the mortgageee, is less than 1.10x or (ii) upon the occurrence
of an event of default under the loan documents, the borrower must notify
the tenants that any and all tenant payments due under the applicable
tenant leases must be directly deposited into a mortgagee designated lock
box account.
o PROPERTY MANAGEMENT. Xxxxx Management Company is the property manager for
the Somerfield Property. The property manager is affiliated with the
sponsor.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
49
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
XXXXX MARKETPLACE I AND II
[GRAPHIC OMITTED]
----------------------------------------------------------------- ----------------------------------------------------------------
PROPERTY INFORMATION MORTGAGE LOAN INFORMATION
Number of Mortgaged Real Properties......... 2 Mortgage Loan Seller............................. Wachovia
Location (City/State)....................... Las Vegas, NV Cut-off Date Principal Balance................... $23,122,000
Property Type............................... Anchored Retail Weighted Average Cut-off Date Loan Balance
Size (Sq. Ft.).............................. 153,174 Per SF/Unit................................... $151
Weighted Average Percentage Percentage of Initial Mortgage Pool Balance ..... 2.1%
Occupancy as of April and May 2002.......... 94.9% Number of Mortgage Loans......................... 2
Year Built.................................. 2001 Type of Security (fee/leasehold)................. Fee
Appraisal Value............................. $30,900,000 Weighted Average Mortgage Rate................... 7.001%
Weighted Average Original Term to
Maturity/ARD (Months)......................... 120
Weighted Average Original Amortization
See Property Sections for Underwritten Term (Months)................................. 360
Financials. Weighted Average Cut-off Date LTV Ratio.......... 74.8%
Weighted Average LTV Ratio at Maturity or ARD.... 65.3%
See Property Sections for Underwritten Financials.
----------------------------------------------------------------- ----------------------------------------------------------------
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
50
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o THE LOAN. The two mortgage loans (the "Xxxxx Marketplace Loans") are
evidenced by separate notes secured by first deeds of trust encumbering
two anchored retail centers located in Las Vegas, Nevada (the "Xxxxx
Marketplace Properties"). The Xxxxx Marketplace Loans represent
approximately 2.1% of the initial mortgage pool balance. The Xxxxx
Marketplace Loans were originated on June 7, 2002, and have a principal
balance as of the cut-off date of approximately $23,122,000. Each of the
Xxxxx Marketplace Loans is cross-collateralized and cross-defaulted with
each other.
The Xxxxx Marketplace Loans have a remaining term of 120 months and a
scheduled maturity date of July 1, 2012. The Xxxxx Marketplace Loans may
be prepaid on or after May 1, 2002, and permit defeasance with United
States government obligations beginning four years after their first
payment date.
o THE BORROWER. There are two borrowers under the Xxxxx Marketplace Loans.
Each borrower was established as a special purpose entity. Legal counsel
to the borrower delivered a non-consolidation opinion in connection with
the origination of each Xxxxx Marketplace Loan. The sponsors of the
borrower are Xxxx Xxxxxxxx and Xxxx Xxx, both principals of Great American
Capital ("Great American"), a real estate development company which has
developed over two million square feet of commercial space in the Las
Vegas, Nevada market. Each sponsor has been in the real estate development
and management business for over 20 years.
o THE PROPERTIES. The Xxxxx Marketplace Properties consist of two retail
properties located in Las Vegas, Nevada. Each of the Xxxxx Marketplace
Loans is cross-collateralized and cross-defaulted with each other; however
pursuant to the terms of the loan documents and upon the satisfaction of
certain conditions therein, the mortgage loan related to Xxxxx Marketplace
II may be released from the cross-collateralization and cross-default
provisions.
The Xxxxx Market Place I Loan will be released from its
cross-collaterization and cross-default obligations, if on or before the
six month anniversary of the first payment date, the borrower provides
evidence satisfactory to the master servicer or the special servicer that
the monthly base rent for the Xxxxx Marketplace Property securing the
Xxxxx Market Place I Loan is equal to or greater than $158,000. The Xxxxx
Market Place II Loan will be released from its cross-collateralization and
cross-default obligations upon the sale of the Xxxxx Marketplace Property
securing the Xxxxx Market Place II Loan, provided the sale price of the
Xxxxx Marketplace Property securing the Xxxxx Market Place II Loan is in
an amount greater than or equal to 125% of its appraised value as of the
date of origination of the Xxxxx Market Place II Loan. Notwithstanding the
foregoing, in the event the Xxxxx Market Place I Loan is released from the
cross-collaterization and cross-default obligations, until such time as
the Xxxxx Market Place II Loan is released from the
cross-collateralization and cross-default obligations, a default of the
Xxxxx Market Place II Loan will trigger a default of the Xxxxx Market
Place I Loan; however, a default of the Xxxxx Market Place I Loan will not
trigger a default of the Xxxxx Market Place II Loan.
The following table presents certain information relating to the major
tenants at the Xxxxx Marketplace I Property:
% OF GROSS NET
POTENTIAL RENTABLE % OF NET DATE OF LEASE
TENANT RENT AREA (SF) RENTABLE AREA EXPIRATION
-------------------------------------- ----------- -------------- --------------- -------------------
Albertson's / SavOn Drug 40.1% 63,293 52.9% February 2027
Xxxx Xxxxx 6.8 6,984 5.8 May 2009
Hollywood Video 6.3 6,000 5.0 April 2012
Francare, Inc. 3.2 3,729 3.1 June 2012
Xxxx in the Box 5.9% 3,700 3.1 January 2017
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
51
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at the Xxxxx Marketplace I Property:
CUMULATIVE %
% OF GROSS OF GROSS
NUMBER OF AVG. BASE % OF TOTAL CUMULATIVE % POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF SF OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING ROLLING(1) ROLLING(1) ROLLING(1) ROLLING(1)
---- ------- ------- ------- ---------- ---------- ---------- ----------
2002 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0%
2003 0 0.00 0 0.0 0.0 0.0 0.0
2004 0 0.00 0 0.0 0.0 0.0 0.0
2005 0 0.00 0 0.0 0.0 0.0 0.0
2006 0 0.00 0 0.0 0.0 0.0 0.0
2007 7 23.49 11,879 9.9 9.9 12.3 12.3
2008 1 24.00 2,519 2.1 12.0 2.7 14.9
2009 2 22.60 8,984 7.5 19.6 8.9 23.8
2010 1 24.00 2,606 2.2 21.7 2.7 26.6
2011 0 0.00 0 0.0 21.7 0.0 26.6
2012 5 23.45 17,429 14.6 36.3 18.0 44.5
----------
(1) Calculated based on approximate square footage occupied by each tenant.
The following table presents certain information relating to the major
tenants at the Xxxxx Marketplace II Property:
% OF GROSS NET
POTENTIAL RENTABLE % OF NET DATE OF LEASE
TENANT RENT AREA (SF) RENTABLE AREA EXPIRATION
-------------------------------------- ----------- ------------ ----------------- ------------------
Design Image III 31.3% 12,000 35.7% March 2007
Goodwill 21.2 7,600 22.6 April 2007
Timbers Bar & Grill 24.3 7,000 20.8 February 2012
Denny's 16.6 5,000 14.9 April 2022
Nevada Window Tinting 6.6 2,000 6.0 May 2008
The following table presents certain information relating to the lease rollover
schedule at the Xxxxx Marketplace II Property:
CUMULATIVE
% OF GROSS % OF GROSS
NUMBER OF AVG. BASE CUMULATIVE POTENTIAL POTENTIAL
LEASES RENT/SF TOTAL SF % OF TOTAL % OF SF RENT RENT
YEAR ROLLING ROLLING ROLLING SF ROLLING(1) ROLLING(1) ROLLING(1) ROLLING(1)
------------ --------- ----------- ---------- --------------- ---------- ---------- -----------
2002 0 $ 0 0 0.0% 0.0% 0.0% 0.0%
2003 0 0 0 0.0 0.0 0.0 0.0
2004 0 0 0 0.0 0.0 0.0 0.0
2005 0 0 0 0.0 0.0 0.0 0.0
2006 0 0 0 0.0 0.0 0.0 0.0
2007 2 17.87 19,600 58.3 58.3 52.4 52.4
2008 1 22.20 2,000 6.0 64.3 6.6 59.1
2009 0 0 0 0.0 64.3 0.0 59.1
2010 0 0 0 0.0 64.3 0.0 59.1
2011 0 0 0 0.0 64.3 0.0 59.1
2012 1 23.16 7,000 20.8 85.1 24.3 83.4
(1) Calculated based on approximate square footage occupied by each tenant.
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
52
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COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for replacement reserves. In addition, the
loan documents require the borrower to deposit with the mortgagee (i) at
the closing of the Xxxxx Marketplace I Loan, an initial deposit of
$354,500 and a sum of $30,000 per year, not to exceed $150,000 in the
aggregate and (ii) for the Xxxxx Marketplace II Loan, a sum of $20,000 per
year, not to exceed $100,000 in the aggregate for tenant improvements and
leasing commissions. See Annex A-3 to the preliminary prospectus
supplement for information regarding escrow reserves.
o LOCK BOX ACCOUNT. The loan documents do not require a lock box account.
o PROPERTY MANAGEMENT. Great American is the property manager for the Xxxxx
Marketplace Properties. The property manager is affiliated with the
sponsors.
o UNDERWRITTEN FINANCIALS FOR XXXXX MARKETPLACE I.
Underwritten Occupancy........................ 91%
Underwritten Revenues......................... $ 2,522,882
Underwritten Total Expenses................... $ 538,059
Underwritten Net Operating Income (NOI)....... $ 1,984,823
Underwritten Net Cash Flow (NCF).............. $ 1,930,735
Underwritten DSCR on NOI...................... 1.38x
Underwritten DSCR on NCF...................... 1.34x
o UNDERWRITTEN FINANCIALS FOR XXXXX MARKETPLACE II.
Underwritten Occupancy ....................... 92%
Underwritten Revenues......................... $ 757,635
Underwritten Total Expenses................... $ 152,122
Underwritten Net Operating Income (NOI)....... $ 605,513
Underwritten Net Cash Flow (NCF).............. $ 569,731
Underwritten DSCR on NOI...................... 1.47x
Underwritten DSCR on NCF...................... 1.39x
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
53
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
ADDITIONAL MORTGAGE LOAN INFORMATION
For a detailed presentation of certain characteristics of the mortgage loans and
mortgaged properties, on an individual basis and in tabular format, see Annex
A-1 to the prospectus supplement. See Annex A-2 Multifamily Schedule to the
prospectus supplement for certain information regarding multifamily mortgaged
real properties.
See Annex A-3 to the prospectus supplement for certain information with respect
to capital improvement, replacement and tenant improvement reserve accounts. See
Annex A-4 to the prospectus supplement for certain information relating to the
commercial tenants of the mortgaged real properties. See Annex A-5 to the
prospectus supplement for certain information relating to cross-collateralized
and cross-defaulted mortgage loans.
SIGNIFICANT SPONSOR CONCENTRATIONS.
NUMBER OF
MORTGAGE AGGREGATE % OF WTD. AVG.
LOANS/ CUT-OFF DATE INITIAL CUT-OFF WTD. AVG.
MORTGAGED REAL MORTGAGE PRINCIPAL MORTGAGE DATE WTD. AVG. MORTGAGE
SPONSOR PROPERTIES LOAN NUMBERS BALANCE POOL BALANCE LTV RATIO DSCR RATE
------------------------------------------------------------------------------------------------------------------------------------
Xxxxx Xxxxxxx 2/9 1, 41 $83,501,674 7.7% 76.5% 1.33x 7.413%
Xxx Xxxxxxx & Xxxxxx 1/1 2 $64,951,470 6.0 58.5 1.75 7.470
Capital Mgmt.
SAC Holding Corp. and 1/57 3 $64,794,526 6.0 57.9 1.72 7.870
SAC Holding II Corp.
Xxxxxx Xxxxxxxxx 7/7 12, 28, 40, $59,976,190 5.5 78.8 1.33 7.199
56, 57, 58, 85
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
54
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
ADDITIONAL MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------
CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS. Three groups of
mortgage loans, representing approximately 5.8% of the initial mortgage pool
balance, are cross-collateralized and cross-defaulted with one or more mortgage
loans in the mortgage pool as indicated in Annex A-5 to the prospectus
supplement. As of the closing date, no mortgage loan (other than the AB Mortgage
Loans described below) will be cross-collateralized or cross-defaulted with any
loan that is not included in the mortgage pool. The master servicer or the
special servicer, as the case may be, will determine whether to enforce the
cross-default and cross-collateralization rights upon a mortgage loan default
with respect to any of these mortgage loans. The certificateholders will not
have any right to participate in or control any such determination. No other
mortgage loans are subject to cross-collateralization or cross-default
provisions.
SUBORDINATE FINANCING. With respect to two mortgage loans, representing
approximately 2.2% of the initial mortgage pool balance, the related loan
documents provide that the borrower under certain circumstances may incur,
without lender consent, additional unsecured indebtedness other than in the
ordinary course of business. In addition, the borrowers under four mortgage
loans, representing approximately 7.1% of the initial mortgage pool balance,
have incurred additional unsecured debt other than in the ordinary course of
business. With respect to five mortgage loans, representing approximately 2.5%
of the initial mortgage pool balance, the ownership interests of the direct or
indirect owner of the related borrowers of such mortgage loans have been pledged
as security for mezzanine debt, subject to the terms of a subordination
agreement entered into in favor of the lender. In addition, with respect to five
mortgage loans, representing approximately 6.4% of the initial mortgage pool
balance, the related mortgage loan documents provide that, under certain
circumstances, the entities with a controlling ownership interest in the
borrower may pledge their interests as security for mezzanine debt in the
future, subject to the terms of a subordination and standstill agreement to be
entered into in favor of the lender. With respect to seven mortgage loans,
representing approximately 5.5% of the initial mortgage pool balance, the
related loan documents provide that the borrower, under certain circumstances,
may incur additional secured indebtedness. In addition, with respect to two
mortgage loans (other than the AB Mortgage Loans), representing approximately
1.0% of the initial mortgage pool balance, the related mortgaged real properties
are encumbered by existing subordinate debt. Further, certain of the mortgage
loans included in the trust fund do not prohibit limited partners or other
owners of non-controlling interests in the related borrower from pledging their
interest in the borrower as security for mezzanine debt.
AB MORTGAGE LOANS. Three companion mortgage loans are not included in the trust
fund but are each secured by the same mortgage as a mortgage loan which is part
of the trust fund. Such mortgage loans (mortgage loan nos. 2, 19 and 36 on Annex
A-1 to the prospectus supplement) have an aggregate cut-off date principal
balance of approximately $89,073,643, representing approximately 8.2% of the
initial mortgage pool balance. Each AB Mortgage Loan and its related companion
loan are cross-defaulted. No companion loan is part of the trust fund. Under the
terms of separate co-lender and servicing agreements, each holder of a companion
loan has agreed to subordinate its interest in certain respects to the related
AB Mortgage Loan, but will have certain rights relating to the servicing and
special servicing of the related companion loan.
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
55
XXXXXXX XXXXX MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2002-MW1
--------------------------------------------------------------------------------
ENVIRONMENTAL CONSIDERATIONS. With respect to seven mortgaged real properties,
representing approximately 5.5% of the initial mortgage pool balance, the
related borrower was required to obtain a secured creditor impaired property
environmental insurance policy; each such policy was issued by a subsidiary of
American International Group, which, as of June 15, 2002, had a financial
strength rating of "AAA" (S&P). There are no deductibles on the secured creditor
impaired property environmental insurance policy, each policy has a limit of
liability in an amount equal to 125% of the full principal amount of the
applicable loan and has a term of at least 15 years. With respect to one
mortgaged real property, representing approximately 6.0% of the initial mortgage
pool balance, the related borrower obtained a pollution and remedial legal
liability policy; such policy was issued by Indian Harbor Insurance Company, a
subsidiary of NAC Reinsurance Corp., which, as of June 15, 2002, had a financial
strength rating of "AA" (S&P). The pollution and remedial legal liability policy
provides a $100,000 self-insured retention, has a $5,000,000 limit of liability
and a term of 10 years. The related borrowers paid all premiums at or before the
closing of the related mortgage loans.
GROUND LEASES. Two mortgage loans, representing approximately 3.5% of the
initial mortgage pool balance, are, in each such case, secured by the mortgage
on the applicable borrower's leasehold interest in the related mortgaged real
property. See "RISK FACTORS--Risks Related to the Underlying Mortgage Loans--The
mortgage pool will include Leasehold Mortgage Loans" and a DESCRIPTION OF THE
MORTGAGE POOL--Additional Loan and Property Information--Ground Leases" in the
prospectus supplement and "LEGAL ASPECTS OF MORTGAGE LOANS--Foreclosure--
Leasehold Considerations" in the prospectus.
NOTES
This material is for your private information and none of Xxxxxxx Lynch, Pierce,
Xxxxxx & Xxxxx Incorporated, Wachovia Securities, Inc. or Deutsche Bank
Securities Inc. (collectively, the "Underwriters") is soliciting any action
based upon it. This material is not to be construed as an offer to sell or the
solicitation of any offer to buy any security in any jurisdiction where such an
offer or solicitation would be illegal. This material is based on information
that the Underwriters consider reliable, but the Underwriters do not represent
that it is accurate or complete and it should not be relied upon as such. By
accepting this material the recipient agrees that it will not distribute or
provide the material to any other person. The information contained in this
material may pertain to securities that ultimately are not sold. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected herein. The Underwriters make no
representation regarding the reasonableness of such assumptions or the
likelihood that any of such assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. The Underwriters and their affiliates, officers, directors, partners
and employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including all cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing in
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. Any information in the material, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded in its entirety
by the information contained in any final prospectus and prospectus supplement
for any securities actually sold to you. This material is furnished solely by
the Underwriters and not by the issuer of the securities. The issuer of the
securities has not prepared, reviewed or participated in the preparation of this
material, is not responsible for the accuracy of this material and has not
authorized the dissemination of this material. The Underwriters are acting as
underwriters and not acting as agents for the issuer in connection with the
proposed transaction.
56
