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Wachovia Bank Commercial Mortgage Trust Series 2006-C28 – ‘FWP’ on 10/10/06 re: Wachovia Bank Commercial Mortgage Trust Series 2006-C28

On:  Tuesday, 10/10/06, at 3:45pm ET   ·   Accession #:  1193125-6-205501   ·   File #:  333-131262-04

Previous ‘FWP’:  ‘FWP’ on 9/29/06   ·   Next:  ‘FWP’ on 10/10/06   ·   Latest:  ‘FWP’ on 10/18/06

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/10/06  Wachovia Bank Com’l Mtg… 2006-C28 FWP                    1:13M  Wachovia Bank Com’l Mtg… 2006-C28 RR Donnelley/FA

Free Writing Prospectus   —   Rule 163/433
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: FWP         Free Writing Prospectus                             HTML   2.48M 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Transaction Terms
"Structure Overview
"General Characteristics
"Property Type
"Property Location
"Cut-Off Date Balance
"Underwritten Debt Service Coverage Ratio
"Mortgage Rate
"Cut-Off Date Loan-to-Value Ratio
"Maturity Date or ARD Loan-to-Value Ratio
"Original Term to Maturity or ARD
"Original Amortization Term
"Original Interest-Only Term
"Seasoning
"Remaining Term to Maturity or ARD
"Remaining Stated Amortization Term
"Prepayment Provisions Summary
"Shadow Rated Loans
"311 South Wacker
"RLJ Hotel Pool
"Gateway Shopping Center
"Jogani Portfolio 2
"The Willows Shopping Center
"Personality Pool
"Traders Point Retail Center
"Carefree Alexander
"Lakeside Pool

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  Form FWP  
Table of Contents

FREE WRITING PROSPECTUS

FILED PURSUANT TO RULE 433

REGISTRATION STATEMENT NO.: 333-131262-04

Information in these materials may be amended or completed prior to sale, dated October 6, 2006.

STRUCTURAL AND COLLATERAL INFORMATION

$3,316,568,000

(Approximate)

Wachovia Commercial Mortgage Securities, Inc.

Depositor

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates

Classes A-1, A-2, A-PB, A-3, A-4, A-1A, X-P,

A-M, A-J, B, C, D and E

 

 

 

SERIES 2006-C28

 

October 6, 2006

Mortgage Loan Sellers and Sponsors

Wachovia Bank, National Association

Nomura Credit & Capital, Inc.

Artesia Mortgage Capital Corporation

Master Servicer

Wachovia Bank, National Association

Special Servicer

CWCapital Asset Management LLC

LOGO

Citigroup

  Deutsche Bank Securities   Goldman, Sachs & Co.  

Loop Capital Markets, LLC

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.


Table of Contents

TABLE OF CONTENTS

 

Transaction Structure

  

Transaction Terms

   3

Structure Overview

   9

Mortgage Pool Characteristics as of the Cut-Off Date

  

General Characteristics

   11

Property Type

   12

Property Location

   13

Cut-Off Date Balance

   14

Mortgage Rate

   14

Underwritten Debt Service Coverage Ratio

   14

Cut-Off Date Loan-to-Value Ratio

   14

Maturity Date or ARD Loan-to-Value Ratio

   14

Original Term to Maturity or ARD

   15

Remaining Term to Maturity or ARD

   15

Original Amortization Term

   15

Remaining Stated Amortization Term

   15

Original Interest-Only Term

   15

Prepayment Provisions Summary

   15

Seasoning

   15

Shadow Rated Loans

   15

Twenty Largest Mortgage Loans

   16

The Gas Company Tower

   17

1180 Peachtree Street

   23

Montclair Plaza

   29

Four Seasons Resort and Club - Dallas, TX

   35

311 South Wacker

   41

RLJ Hotel Pool

   47

500-512 Seventh Avenue

   53

Newport Bluffs

   59

Gateway Shopping Center

   65

Embassy Suites – Washington, DC

   71

Westin – Falls Church, VA

   76

Brookfield Lakes Corporate Center

   78

Intercontinental Multifamily Portfolio

   80

Jogani Portfolio 1

   84

The Willows Shopping Center

   88

Jogani Portfolio 2

   90

Personality Pool

   96

Traders Point Retail Center

   102

Carefree Alexander

   104

Lakeside Pool

   106

Additional Mortgage Loan Information

   108


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

Transaction Structure


Transaction Terms


NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE PROSPECTUS SUPPLEMENT, DATED OCTOBER 6, 2006.

 

Issue Type

Sequential pay REMIC. Class A-1, Class A-2, Class A-PB, Class A-3, Class A-4, Class A-1A, Class X-P, Class A-M, Class A-J, Class B, Class C, Class D and Class E Certificates (the “Offered Certificates”) are offered publicly. All other Certificates will be privately placed to qualified institutional buyers, institutional accredited investors or purchasers in offshore transactions in reliance on Regulation S.

 

Cut-Off Date

All Mortgage Loan characteristics are based on balances as of the Cut-Off Date, which is October 1, 2006, with respect to 6 Mortgage Loans, October 6, 2006, with respect to 1 Mortgage Loan and October 11, 2006, with respect to 200 Mortgage Loans. All percentages presented herein are approximate.

 

Mortgage Pool

The Mortgage Pool consists of 207 Mortgage Loans (the “Mortgage Loans”) with an aggregate principal balance as of the Cut-Off Date of $3,595,196,701 (the “Cut-Off Date Pool Balance”), subject to a variance of plus or minus 5%. The Mortgage Loans are secured by 265 properties (the “Mortgaged Properties”) located throughout 37 states and the District of Columbia. The Mortgage Pool will be deemed to consist of 2 loan groups (“Loan Group 1” and “Loan Group 2” and together, the “Loan Groups”). Loan Group 1 will consist of (i) all of the Mortgage Loans that are not secured by Mortgaged Properties that are multifamily or mobile home park properties, (ii) 3 Mortgage Loans that are secured by multifamily properties and (iii) 3 Mortgage Loans that are secured by mobile home park properties. Loan Group 1 is expected to consist of 139 Mortgage Loans, with an aggregate principal balance as of the Cut-Off Date of $2,971,668,554 (the “Cut-Off Date Group 1 Balance”). Loan Group 2 will consist of (i) 66 Mortgage Loans that are secured by multifamily properties and (ii) 2 Mortgage Loans that are secured by mobile home park properties, with an aggregate principal balance as of the Cut-Off Date of $623,528,147 (the “Cut-Off Date Group 2 Balance” and, together with the Cut-Off Date Group 1 Balance, the “Cut-Off Date Pool Balance”).

 

Depositor

Wachovia Commercial Mortgage Securities, Inc.

 

Issuing Entity

Wachovia Bank Commercial Mortgage Trust, Series 2006-C28

 

Underwriters

Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC. It is intended that Wachovia Securities International Limited will act as a member of the selling group on behalf of Wachovia Capital Markets, LLC and may sell Offered Certificates on behalf of Wachovia Capital Markets, LLC in certain jurisdictions.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

3


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Transaction Terms


 

Mortgage Loan Sellers and Sponsors

Wachovia Bank, National Association (“Wachovia”), Nomura Credit & Capital, Inc. (“Nomura”) and Artesia Mortgage Capital Corporation (“Artesia”).

 

 

Mortgage Loan Seller

   Number of
Mortgage
Loans
   Aggregate
Cut-Off Date
Balance
   Percentage of
Cut-Off Date
Pool Balance
 

Wachovia Bank, National Association

   113    $ 2,502,246,885    69.6 %

Nomura Credit & Capital, Inc.

   44      823,722,923    22.9  

Artesia Mortgage Capital Corporation

   50      269,226,893    7.5  
                  

Total

   207    $ 3,595,196,701    100.0 %
                  

 

Trustee

Wells Fargo Bank, N.A.

 

Co-Trustee

U.S. Bank National Association

 

Master Servicer

Wachovia Bank, National Association

 

Special Servicer

CWCapital Asset Management LLC

 

Rating Agencies

Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch, Inc. (“Fitch”).

 

Denominations

$10,000 minimum for Offered Certificates other than the Class X-P Certificates.

 

 

$1,000,000 minimum for the Class X-P Certificates.

 

Closing Date

On or about October 31, 2006.

 

Settlement Terms

Book-entry through DTC for all Offered Certificates.

 

Distribution Date

The fourth business day following the related Determination Date, commencing in November 2006.

 

Determination Date

The 11th day of each month, or if such 11th day is not a business day, the next succeeding business day, commencing, with respect to the Offered Certificates, in November 2006.

 

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 or Notional Amount of such Class. Interest will be distributed on each Distribution Date in sequential order of Class designations with the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-4, Class A-1A, Class X-C and Class X-P Certificates ranking pari passu in entitlement to interest. The Class FS Certificates will only be entitled to receive distributions of interest allocated to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and the other certificates will only be entitled to receive distributions of interest allocated to the Four Seasons Resort and Club -Dallas, TX Pooled Component.

 

 

The Offered Certificates will accrue interest on the basis of a 360-day year consisting of twelve 30-day months.

 

 

The interest accrual period with respect to any Distribution Date and any Class of Offered Certificates is the calendar month preceding the month in which the Distribution Date occurs.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

4


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Transaction Terms


 

Principal Distributions

Principal will be distributed on each Distribution Date in accordance with the priorities set forth in “DESCRIPTION OF THE CERTIFICATES—Distributions” in the free writing prospectus, dated October 6, 2006 (the “Prospectus Supplement”). Generally, the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-4 Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 1 until the Certificate Balance of the Class A-1A Certificates has been reduced to zero, and the Class A-1A Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 2 until the Certificate Balance of the Class A-4 Certificates has been reduced to zero. If, due to losses, the Certificate Balances of the Class A-M through Class Q Certificates are reduced to zero, but any two or more of the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-4 and Class A-1A Certificates remain outstanding, payments of principal (other than distributions of principal otherwise allocable to reduce the Certificate Balance of the Class A-PB Certificates to its planned principal amount) to the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-4 and Class A-1A Certificates will be made on a pro rata basis. The Class X-C and Class X-P Certificates will not be entitled to distributions of principal. The Class FS Certificates will only be entitled to receive distributions of principal allocated to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and the other certificates will only be entitled to receive distributions of principal allocated to the Four Seasons Resort and Club - Dallas, TX Pooled Component.

 

Losses

Realized Losses and Additional Trust Fund Expenses, if any, will be allocated to the Class Q, Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class E, Class D, Class C, Class B, Class A-J and Class A-M Certificates in that order, and then, pro rata, to the Class A-1, Class A-2, Class A-PB, Class A-3, Class A-4 and Class A-1A Certificates; provided, however, that Realized Losses and Additional Trust Fund Expenses on the Four Seasons Resort and Club - Dallas, TX Loan will first be allocated to the Class FS Certificates.

 

Prepayment Premiums and Yield Maintenance Charges

Any Prepayment Premiums or Yield Maintenance Charges actually collected on a Mortgage Loan during the related collection period in which the prepayment occurred will be distributed to Certificateholders on the related Distribution Date following the collection period in which the prepayment occurred. Generally, the Class A-1, Class A-2, Class A-PB, Class A-3 and Class A-4 Certificates will only be entitled to receive distributions of Prepayment Premiums or Yield Maintenance Charges in respect of Mortgage Loans in Loan Group 1 until the Certificate Balance of the Class A-1A Certificates has been reduced to zero, and the Class A-1A Certificates will only be entitled to receive distributions of Prepayment Premiums or Yield Maintenance Charges in respect of Mortgage Loans in Loan Group 2 until the Certificate Balance of the Class A-4 Certificates has been reduced to zero. On each Distribution Date, the holders of each Class of Offered Certificates and the Class F, Class G, Class H and Class J 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

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

5


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Transaction Terms


 

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; provided, however, Yield Maintenance Charges received in respect of the Four Seasons Resort and Club - Dallas, TX Loan and allocable to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component will be distributed solely to the holders of the Class FS Certificates.

 

 

The portion, if any, of the Prepayment Premiums or Yield Maintenance Charges remaining after any payments described above will be distributed as follows (a) on or before the Distribution Date in October 2013, 30% to the holders of the Class X-P Certificates and 70% to the holders of the Class X-C Certificates and (b) thereafter, 100% to the holders of the Class X-C Certificates.

 

Non-Serviced Loans

The Gas Company Tower Loan, the RLJ Hotel Pool Loan and the 500-512 Seventh Avenue Loan will each be serviced pursuant to the pooling and servicing agreement relating to another transaction. See “SERVICING OF THE MORTGAGE LOANS—Servicing of The Gas Company Tower Loan” and “—Servicing of the RLJ Hotel Pool Loan and the 500-512 Seventh Avenue Loan” in the Prospectus Supplement.

 

Advances

The Master Servicer, and if the Master Servicer fails to do so, the Co-Trustee, will be obligated to make P&I Advances (but with respect to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component, solely the interest portion of P&I Advances) and Servicing Advances, including delinquent property taxes and insurance, on the Mortgage Loans (other than The Gas Company Tower Loan, the RLJ Hotel Pool Loan and the 500-512 Seventh Avenue Loan), but only to the extent that such Advances are not deemed non-recoverable and, in the case of P&I Advances, subject to any Appraisal Reductions that may occur. With respect to The Gas Company Tower Loan, P&I Advances and Servicing Advances will generally be made by the J.P. Morgan 2006-LDP8 Master Servicer. If the J.P. Morgan 2006-LDP8 Master Servicer fails to make any P&I Advance that it is otherwise required to make, the Master Servicer under the Pooling and Servicing Agreement will make such P&I Advance. With respect to the RLJ Hotel Pool Loan and the 500-512 Seventh Avenue Loan, P&I Advances and Servicing Advances will generally be made by the 2006-C27 Master Servicer. If the 2006-C27 Master Servicer fails to make any P&I Advance that it is otherwise required to make, the Master Servicer under the Pooling and Servicing Agreement will make such P&I Advance.

 

Appraisal Reductions

An appraisal reduction generally will be created in the amount, if any, by which the principal balance of a Required Appraisal Loan (including with respect to the Four Seasons Resort and Club - Dallas, TX Loan, the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) (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 (including the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component), the P&I Advance for such Mortgage Loan will be reduced, which will have the effect of reducing the amount of interest available for distribution to the Subordinate Certificates in reverse order of priority of the Classes (provided that with respect to any Appraisal Reduction Amount related to the Four Seasons Resort and Club - Dallas, TX Loan,

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

6


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Transaction Terms


 

such amounts will be allocated first to the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component and as a result to the Class FS Certificates, prior to any allocation to the Four Seasons Resort and Club - Dallas, TX Pooled Component). An Appraisal Reduction will be reduced to zero as of the date the related Mortgage Loan has been brought current for at least three consecutive months, paid in full, liquidated, repurchased or otherwise disposed.

 

Optional Termination

The Master Servicer, the Special Servicer and certain Certificateholders will have the option to terminate the Trust Fund in whole, but not in part, and purchase the remaining assets of the Trust Fund on or after the Distribution Date on which the Stated Principal Balance of the Mortgage Loans (including the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) then outstanding is less than 1% of the Cut-Off Date Pool Balance. Such purchase price will generally be at a price equal to the unpaid aggregate principal balance of the Mortgage Loans (including the Four Seasons Resort and Club - Dallas, TX Non-Pooled Component) (or fair market value in the case of REO Properties), plus accrued and unpaid interest and certain other additional trust fund expenses.

 

 

The Trust Fund may also be terminated under certain circumstances when the Offered Certificates have been paid in full and the remaining outstanding Certificates (other than the Class FS, the Class Z Certificates, Class R-I Certificates and Class R-II Certificates) are held by a single Certificateholder.

 

Controlling Class

The Class of Sequential Pay Certificates (a) which bears the latest alphabetical Class designation and (b) the Certificate Balance of which is greater than 25% of its original Certificate Balance; provided, however, if no Class of Sequential Pay Certificates satisfies clause (b) above, the Controlling Class shall be the outstanding Class of Sequential Pay Certificates bearing the latest alphabetical Class designation.

 

Controlling Class Representative

The representative appointed by the holder of the majority of the Class Principal Balance of the Controlling Class (except with respect to matters related to the Four Seasons Resort and Club -Dallas, TX Loan, for which the Controlling Class Representative is appointed first by the holder of the majority of the Class FS Certificates until a control appraisal period has occurred). In addition, the holders of the Companion Loans may have the ability to exercise some or all of the rights of the Controlling Class and the Controlling Class Representative. See “SERVICING OF THE MORTGAGE LOANS—The Controlling Class Representative” and “—Servicing of the Gas Company Tower Loan” and “Servicing of the RLJ Hotel Pool Loan and the 500-512 Seventh Avenue Loan” in the Prospectus Supplement for more information.

 

ERISA

The Offered Certificates are expected to be ERISA eligible.

 

SMMEA

The Offered Certificates are not expected to be “mortgage-related securities” for the purposes of SMMEA.

 

Tax

The Offered Certificates will be treated as regular interests in a REMIC.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

7


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Transaction Terms


 

    

Wachovia Capital Markets, LLC

 
    

Charles Culbreth

(704) 383-7716 (Phone)

(704) 715-0066 (Fax)

 
    

Scott Fuller

(704) 715-8440 (Phone)

(704) 715-1214 (Fax)

 
    

Bill White

(704) 715-8440 (Phone)

(704) 715-1214 (Fax)

 
    

Chris Campbell

(704) 715-8440 (Phone)

(704) 715-1214 (Fax)

 

 

Citigroup Global Markets Inc.

      

 

Deutsche Bank Securities Inc.

Paul Vanderslice

(212) 723-6156 (Phone)

(212) 723-8599 (Fax)

      

Blake Catlett

(212) 250-5149 (Phone)

(212) 797-5630 (Fax)

Angela Vleck

(212) 816-8087 (Phone)

(212) 816-8307 (Fax)

      

Ben Doramus

(212) 250-5149 (Phone)

(212) 797-5630 (Fax)

      

Andrew Cherrick

(212) 250-1630 (Phone)

(212) 553-2451 (Fax)

 

Goldman, Sachs & Co.

      

 

Loop Capital Markets, LLC

Anthony Kim

(212) 357-7160 (Phone)

(212) 902-1691 (Fax)

      

Sidney Dillard

(312) 356-5008 (Phone)

(312) 922-7137 (Fax)

Scott Walter

(212) 357-8910 (Phone)

(212) 902-1691 (Fax)

 

Mitch Resnick

+44-20-7774-3068 (Phone)

+44-20-7552-0990 (Fax)

 

Omar Chaudhary

+81-3-6437-7198 (Phone)

+81-3-6437-1200 (Fax)

      

Cary Schulz

(312) 913-2275 (Phone)

(312) 913-4928 (Fax)

 

Booker Whitt

(312) 913-2207 (Phone)

(312) 913-4928 (Fax)

      
      

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

8


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

Structure Overview


OFFERED CERTIFICATES

 

    Expected Ratings   Certificate
Balance(1)
    Approx.
% of
Cut-Off Date
Pool Balance
    Approx.
Credit
Support
    Weighted
Average
Life(yrs)(2)
  Principal
Window(2)
  Assumed
Final
Distribution
Date(2)
   Rate Type
Class   S&P   Moody’s   Fitch               
A-1   AAA   Aaa   AAA   $ 38,820,000     1.080 %   30.000 %   2.69   11/06 – 05/11   05/15/11    Fixed
A-2   AAA   Aaa   AAA   $ 418,678,000     11.645 %   30.000 %   4.88   05/11 – 10/11   10/15/11    Fixed
A-PB   AAA   Aaa   AAA   $ 168,397,000     4.684 %   30.000 %   7.90   10/11 – 05/16   05/15/16    Fixed
A-3   AAA   Aaa   AAA   $ 215,000,000     5.980 %   30.000 %   9.70   05/16 – 07/16   07/15/16    Fixed
A-4   AAA   Aaa   AAA   $ 1,052,214,000     29.267 %   30.000 %   9.82   07/16 – 09/16   09/15/16    Fixed
A-1A   AAA   Aaa   AAA   $ 623,528,000     17.343 %   30.000 %   8.14   11/06 – 10/16   10/15/16    Fixed
X-P   AAA   Aaa   AAA   $ 3,479,706,000 (3)   N/A     N/A     N/A   N/A   10/15/13    Variable(3)
A-M   AAA   Aaa   AAA   $ 359,520,000     10.000 %   20.000 %   9.96   10/16 – 10/16   10/15/16    Fixed
A-J   AAA   Aaa   AAA   $ 278,628,000     7.750 %   12.250 %   9.96   10/16 – 10/16   10/15/16    Fixed(4)
B   AA+   Aa1   AA+   $ 22,470,000     0.625 %   11.625 %   9.96   10/16 – 10/16   10/15/16    Fixed(4)
C   AA   Aa2   AA   $ 58,422,000     1.625 %   10.000 %   9.96   10/16 – 10/16   10/15/16    Fixed(4)
D   AA-   Aa3   AA-   $ 31,458,000     0.875 %   9.125 %   9.96   10/16 – 10/16   10/15/16    Fixed(4)
E   A   A2   A   $ 49,433,000     1.375 %   7.750 %   9.96   10/16 – 10/16   10/15/16    Fixed(4)

NON-OFFERED CERTIFICATES

 

    Expected Ratings   Certificate
Balance(1)
    Approx.
% of
Cut-Off Date
Pool Balance
    Approx.
Credit
Support
    Weighted
Average
Life(yrs)(2)
  Principal
Window(2)
  Assumed
Final
Distribution
Date(2)
    Rate Type
Class   S&P   Moody’s   Fitch              
F (5)   A-   A3   A-   $ 40,446,000     1.125 %   6.625 %   (5)   (5)   (5 )   Fixed(4)
G (5)   BBB+   Baa1   BBB+   $ 40,446,000     1.125 %   5.500 %   (5)   (5)   (5 )   Fixed(4)
H (5)   BBB   Baa2   BBB   $ 40,446,000     1.125 %   4.375 %   (5)   (5)   (5 )   Fixed(4)
J (5)   BBB-   Baa3   BBB-   $ 44,940,000     1.250 %   3.125 %   (5)   (5)   (5 )   WAC(6)
K (5)   BB+   Ba1   BB+   $ 17,976,000     0.500 %   2.625 %   (5)   (5)   (5 )   Fixed(4)
L (5)   BB   Ba2   BB   $ 8,988,000     0.250 %   2.375 %   (5)   (5)   (5 )   Fixed(4)
M (5)   BB-   Ba3   BB-   $ 13,482,000     0.375 %   2.000 %   (5)   (5)   (5 )   Fixed(4)
N (5)   B+   B1   B+   $ 4,494,000     0.125 %   1.875 %   (5)   (5)   (5 )   Fixed(4)
O (5)   B   B2   B   $ 8,988,000     0.250 %   1.625 %   (5)   (5)   (5 )   Fixed(4)
P (5)   B-   B3   B-   $ 8,988,000     0.250 %   1.375 %   (5)   (5)   (5 )   Fixed(4)
Q (5)   NR   NR   NR   $ 49,434,700     1.375 %   0.000 %   (5)   (5)   (5 )   Fixed(4)
X-C (5)   AAA   Aaa   AAA   $ 3,595,196,700 (3)   N/A     N/A     N/A   N/A   (5 )   WAC-IO(3)
FS (5)   NR   NR   NR   $ 8,000,000     N/A     N/A     N/A   N/A   (5 )   Fixed(7)
(1) Subject to a permitted variance of plus or minus 5.0%.
(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) The Class X-C and Class X-P Certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of each of the components of the Class X-C and Class X-P Certificates as described in the Prospectus Supplement. The interest rate applicable to each of the Class X-C and Class X-P Certificates for each distribution date will be as described in the Prospectus Supplement.
(4) The pass-through rate applicable to each of the Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates for any distribution date will be subject to a maximum rate of the applicable weighted average net mortgage rate (calculated as described in the Prospectus Supplement) for such date.
(5) Not offered hereby. Any information provided herein regarding the terms of these Certificates is provided only to enhance your understanding of the Offered Certificates.
(6) The pass-through rate applicable to the Class J Certificates for any distribution date will be equal to the applicable weighted average net mortgage rate (calculated as described in the Prospectus Supplement) for such date.
(7) Because the Four Seasons Resort and Club – Dallas, TX Loan accrues interest on an “actual/360” basis but the Class FS certificates accrue interest on a “30/360” basis, the pass-through rate in certain months on such class may be higher or lower than indicated.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

9


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Structure Overview


 

Loan Group 1 Short-Term Collateral Summary

Mortgage

Loan

Number

 

Property Name

  Cut-Off Date
Pool Balance
  Balloon
Balance*
  Property Type   Weighted
Average
Remaining
Term
  Weighted
Average
Remaining
IO Term
  Weighted
Average
Cut-Off Date
LTV Ratio
    Weighted
Average
DSCR

Class A-1

                 
    Class A-1 Total Balloon Payment     $            
    Class A-1 Amortization       38,820,000            
                       
    Total Class A-1 Certificate Balance     $ 38,820,000            
                       

Class A-2

                 

173      

  Walgreens – Knoxville, TN   $ 3,088,000   $ 3,088,000   Retail   55   55   59.4 %   1.93x

49    

  Gateway Center   $ 16,000,000     16,000,000   Office   58   58   76.6 %   1.52x

63    

  Howe Corporate Center   $ 12,750,000     12,750,000   Office   58   58   75.0 %   1.45x

111      

  Syracuse Hill   $ 6,500,000     6,500,000   Office   58   58   71.4 %   1.33x

3  

  Montclair Plaza   $ 190,000,000     190,000,000   Retail   59   59   50.1 %   1.89x

23    

  Lake Worth Towne Crossing   $ 26,491,000     26,491,000   Retail   59   59   58.9 %   2.01x

26    

  Twinbrook Square   $ 24,640,000     24,640,000   Retail   59   59   78.2 %   1.23x

57    

  Inverness Commons   $ 14,000,000     13,684,728   Office   59   35   76.0 %   1.21x

60    

  Four Seasons MHP   $ 13,500,000     13,500,000   Mobile Home Park   59   59   75.0 %   1.34x

87    

  Freeport Corporate Center   $ 8,500,000     8,304,512   Office   59   35   78.2 %   1.34x

9  

  Gateway Shopping Center   $ 87,000,000     87,000,000   Retail   60   60   66.4 %   1.34x

105      

  Cornerstone Business Center   $ 7,068,000     6,836,493   Industrial   60   24   78.5 %   1.27x

180      

  FBI – Flagstaff, AZ   $ 2,825,000     2,705,260   Office   60   0   74.3 %   1.37x
                       
            59   57   60.9 %   1.64x
    Class A-2 Total Balloon Payment     $ 411,499,993            
    Class A-2 Amortization       7,178,007            
                       
    Total Class A-2 Certificate Balance     $ 418,678,000            
                       

Class A-PB

                 

116      

 

Monroe Office Building

  $ 6,121,056   $ 5,641,447   Office   72   0   73.7 %   1.32x

11    

  Westin – Falls Church, VA   $ 64,000,000     60,268,381   Hospitality   108   72   66.7 %   1.37x
                       
   
    Class A-PB Total Balloon Payment     $ 65,909,828     105   66   67.3 %   1.37x
    Class A-PB Amortization       102,487,172            
                       
    Total Class A-PB Certificate Balance     $ 168,397,000            
                                       
* As of the Cut-Off Date, the balloon balances, total balloon payments and remaining class amortization were calculated assuming no prepayments will be made on the Mortgage Loans prior to their related maturity dates and the other assumptions set forth under "YIELD AND MATURITY CONSIDERATIONS-Yield Considerations" in the Prospectus Supplement.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

10


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

Mortgage Pool Characteristics as of the Cut-Off Date


GENERAL CHARACTERISTICS   

All

Mortgage Loans

    Loan Group 1     Loan Group 2  

Number of Mortgage Loans

     207       139       68  

Number of Crossed Loan Pools(1)

     9       5       6  

Number of Mortgaged Properties

     265       197       68  

Aggregate Balance of all Mortgage Loans

   $ 3,595,196,701     $ 2,971,668,554     $ 623,528,147  

Number of Mortgage Loans with Balloon Payments(2)

     140       97       43  

Aggregate Balance of Mortgage Loans with Balloon Payments(2)

   $ 1,780,530,687     $ 1,482,261,541     $ 298,269,147  

Number of Mortgage Loans with Anticipated Repayment Date(3)

     3       3       0  

Aggregate Balance of Mortgage Loans with Anticipated Repayment Date(3)

   $ 25,325,000     $ 25,325,000     $ 0  

Number of Fully Amortizing Mortgage Loans

     2       2       0  

Aggregate Balance of Fully Amortizing Mortgage Loans

   $ 4,790,013     $ 4,790,013     $ 0  

Number of Interest Only Mortgage Loans(4)

     62       37       25  

Aggregate Balance of Interest Only Mortgage Loans(4)

   $ 1,784,551,000     $ 1,459,292,000     $ 325,259,000  

Average Balance of Mortgage Loans

   $ 17,368,100     $ 21,378,910     $ 9,169,532  

Minimum Balance of Mortgage Loans

   $ 965,500     $ 965,500     $ 1,489,100  

Maximum Balance of Mortgage Loans

   $ 229,000,000     $ 229,000,000     $ 43,969,000  

Maximum Balance for a group of cross-collateralized and cross-defaulted Mortgage Loans

   $ 59,000,000 (5)   $ 39,000,000 (6)   $ 59,000,000 (5)

Weighted Average LTV ratio(7)(8)

     70.6 %     69.8 %     74.4 %

Minimum LTV ratio

     47.0 %     47.2 %     47.0 %

Maximum LTV ratio(7)

     80.0 %     80.0 %     80.0 %

Weighted Average LTV at Maturity or Anticipated Repayment Date(7)(8)

     66.7 %     66.0 %     69.9 %

Weighted Average DSCR(9)

     1.39x       1.41x       1.32x  

Minimum DSCR(9)

     1.04x       1.12x       1.04x  

Maximum DSCR

     2.12x       2.12x       1.99x  

Weighted Average Mortgage Loan interest rate

     5.986 %     5.975 %     6.042 %

Minimum Mortgage Loan interest rate

     5.102 %     5.102 %     5.590 %

Maximum Mortgage Loan interest rate

     6.720 %     6.720 %     6.640 %

Weighted Average Remaining Term to Maturity or Anticipated Repayment Date (months)

     109       110       101  

Minimum Remaining Term to Maturity or Anticipated Repayment Date (months)

     55       55       58  

Maximum Remaining Term to Maturity or Anticipated Repayment Date (months)

     239       239       120  

Weighted Average Occupancy Rate(10)

     93.0 %     92.2 %     95.9 %
(1) Contains 2 groups of crossed loans with individual mortgage loans in both loan groups.
(2) Does not include Mortgage Loans with anticipated repayment dates or Mortgage Loans that are interest-only for their entire term.
(3) Does not include Mortgage Loans that are interest-only for their entire term.
(4) Includes Mortgage Loans with anticipated repayment dates that are interest-only for the entire period until the anticipated repayment date.
(5) Consists of a group of 4 individual Mortgage Loans (loan numbers 28, 45, 76 and 104).
(6) Consists of a group of 2 individual Mortgage Loans (loan numbers 34 and 43).
(7) For purposes of determining the LTV ratios for 9 Mortgage Loans (loan numbers 6, 15, 29, 50, 61, 63, 97, 111 and 117), representing 7.8% of the Cut-Off Date Pool Balance (9.4% of the Cut-Off Date Group 1 Balance), such ratios were calculated using “as-stabilized” appraised values as opposed to “as-is” values.
(8) For purposes of determining the LTV ratios for 2 Mortgage Loans (loan numbers 57 and 164), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.
(9) For purposes of determining the DSC ratios for 13 Mortgage Loans (loan numbers 20, 57, 58, 61, 90, 97, 107, 120, 124, 141, 164, 171 and 189), representing 3.3% of the Cut-Off Date Pool Balance (11 Mortgage Loans in Loan Group 1 or 3.5% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 2.3% of the Cut-Off Date Group 2 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.
(10) Does not include 55 hospitality properties, representing, by allocated loan amount, 14.9% of the Cut-Off Date Pool Balance (18.0% of the Cut-Off Date Group 1 Balance). In certain cases, occupancy includes space for which leases have been executed, but the tenant has not taken occupancy.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

11


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

Mortgage Pool Characteristics as of the Cut-Off Date

LOGO

PROPERTY TYPE

 

Property Type   Number of
Mortgaged
Properties
  Aggregate
Cut-Off Date
Balance(1)
  % of
Cut-Off
Date
Pool
Balance
    % of
Cut-Off
Date
Group 1
Balance
    % of
Cut-Off
Date
Group 2
Balance
    Weighted
Average
DSCR(2)
  Min/Max
DSCR(2)
  Weighted
Average
Cut-Off Date
LTV Ratio(3)
    Min/Max
Cut-Off Date
LTV Ratio(3)
  Weighted
Average
Mortgage
Rate
 

Office

  54   $ 1,212,015,771   33.7 %   40.8 %   0.0 %   1.36x   1.17x/2.12x   72.6 %   47.2%/80.0%   5.853 %

Retail

  60     846,579,926   23.5     28.5     0.0     1.49x   1.12x/2.01x   64.7 %   48.1%/80.0%   5.947 %

Retail – Anchored

  18     636,249,560   17.7     21.4     0.0     1.54x   1.20x/2.01x   62.4 %   50.1%/80.0%   5.879 %

Retail – Unanchored

  18     104,011,358   2.9     3.5     0.0     1.27x   1.12x/1.46x   72.4 %   48.1%/79.7%   6.216 %

Retail – Shadow Anchored(4)

  11     63,243,234   1.8     2.1     0.0     1.23x   1.20x/1.35x   75.6 %   67.5%/80.0%   6.209 %

Retail – Single Tenant

  13     43,075,774   1.2     1.4     0.0     1.55x   1.19x/1.99x   64.7 %   59.4%/70.4%   5.921 %

Multifamily

  69     759,350,704   21.1     5.4     96.0     1.33x   1.04x/1.99x   73.6 %   47.0%/80.0%   6.038 %

Hospitality

  55     535,205,078   14.9     18.0     0.0     1.44x   1.14x/1.92x   70.7 %   59.9%/79.2%   6.131 %

Mixed Use

  9     101,138,521   2.8     3.4     0.0     1.22x   1.14x/1.39x   68.9 %   61.3%/79.1%   6.340 %

Industrial

  10     57,960,282   1.6     2.0     0.0     1.27x   1.20x/1.40x   71.3 %   47.2%/80.0%   6.219 %

Mobile Home Park

  5     54,150,000   1.5     1.0     4.0     1.25x   1.07x/1.37x   75.9 %   70.8%/80.0%   6.448 %

Self Storage

  2     17,671,418   0.5     0.6     0.0     1.35x   1.28x/1.53x   74.0 %   58.7%/80.0%   6.136 %

Special Purpose

  1     11,125,000   0.3     0.4     0.0     1.55x   1.55x/1.55x   65.1 %   65.1%/65.1%   6.100 %
    265   $ 3,595,196,701   100.0 %   100.0 %   100.0 %   1.39x   1.04x/2.12x   70.6 %   47.0%/80.0%   5.986 %
(1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount (or specific release prices) as described in the related Mortgage Loan documents).
(2) For purposes of determining the DSC ratios for 13 Mortgage Loans (loan numbers 20, 57, 58, 61, 90, 97, 107, 120, 124, 141, 164, 171 and 189), representing 3.3% of the Cut-Off Date Pool Balance (11 Mortgage Loans in Loan Group 1 or 3.5% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 2.3% of the Cut-Off Date Group 2 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.
(3) For purposes of determining the LTV ratios for 9 Mortgage Loans (loan numbers 6, 15, 29, 50, 61, 63, 97, 111 and 117), representing approximately 7.8% of the Cut-Off Date Pool Balance (9.4% of the Cut-Off Date Group 1 Balance), such ratios were calculated using “as stabilized” appraised values as opposed to “as is” appraised values. For purposes of determining the LTV ratios for 2 Mortgage Loans (loan numbers 57 and 164), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.
(4) A Mortgaged Property is classified as shadow anchored if it is located in close proximity to an anchored retail property.

The sum of aggregate percentage calculations may not equal 100% due to rounding.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

12


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

Mortgage Pool Characteristics as of the Cut-Off Date

LOGO

PROPERTY LOCATION

 

State    Number of
Mortgaged
Properties
   Aggregate
Cut-Off Date
Balance(1)
   % of
Cut-Off Date
Pool Balance
    % of
Cut-Off Date
Group 1
Balance
    % of
Cut-Off Date
Group 2
Balance
    Weighted
Average
DSCR(2)
   Weighted
Average
Cut-Off Date
LTV Ratio(3)
    Weighted
Average
Mortgage
Rate
 

CA

   49    $ 974,647,295    27.1 %   28.3 %   21.7 %   1.48x    67.5 %   5.761 %

Southern(4)

   41      798,267,175    22.2     22.5     20.7     1.52x    67.4 %   5.664 %

Northern(4)

   8      176,380,121    4.9     5.7     1.0     1.28x    67.6 %   6.196 %

TX

   28      436,730,774    12.1     13.0     8.0     1.47x    70.9 %   6.054 %

GA

   11      274,075,000    7.6     8.5     3.3     1.34x    72.2 %   5.810 %

IL

   13      235,477,464    6.5     7.6     1.8     1.23x    76.6 %   6.468 %

NY

   10      227,849,938    6.3     7.7     0.0     1.22x    69.4 %   5.935 %

Other

   154      1,446,416,230    40.2     35.0     65.2     1.37x    71.5 %   6.081 %
     265    $ 3,595,196,701    100.0 %   100.0 %   100.0 %   1.39x    70.6 %   5.986 %
The Mortgaged Properties are located in 37 states and the District of Columbia.
(1) Because this table presents information relating to the Mortgaged Properties and not the Mortgage Loans, the information for Mortgage Loans secured by more than one Mortgaged Property is based on allocated amounts (allocating the Mortgage Loan principal balance to each of those properties by the appraised values of the Mortgaged Properties or the allocated loan amount (or specific release prices) as described in the related Mortgage Loan documents).
(2) For purposes of determining the DSC ratios for 13 Mortgage Loans (loan numbers 20, 57, 58, 61, 90, 97, 107, 120, 124, 141, 164, 171 and 189), representing 3.3% of the Cut-Off Date Pool Balance (11 Mortgage Loans in Loan Group 1 or 3.5% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 2.3% of the Cut-Off Date Group 2 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.
(3) For purposes of determining the LTV ratios for 9 Mortgage Loans (loan numbers 6, 15, 29, 50, 61, 63, 97, 111 and 117), representing approximately 7.8% of the Cut-Off Date Pool Balance (9.4% of the Cut-Off Date Group 1 Balance), such ratios were calculated using “as stabilized” appraised values as opposed to “as is” appraised values. For purposes of determining the LTV ratios for 2 Mortgage Loans (loan numbers 57 and 164), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.
(4) For purposes of determining whether a Mortgaged Property is in Northern California or Southern California, Mortgaged Properties north of San Luis Obispo County, Kern County and San Bernardino County were included in Northern California and Mortgaged Properties south of or included in such counties were included in Southern California.

The sum of aggregate percentage calculations may not equal 100% due to rounding.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

13


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Mortgage Pool Characteristics as of the Cut-Off Date

 

CUT-OFF DATE BALANCE

 

Range of

Cut-Off Date Balances ($)

  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
 

965,500 - 2,000,000

  11   $18,229,987   0.5 %   0.5 %   0.6 %

2,000,001 - 3,000,000

  20   51,500,705   1.4     1.4     1.7  

3,000,001 - 4,000,000

  31   108,115,232   3.0     2.2     6.8  

4,000,001 - 5,000,000

  17   76,451,488   2.1     1.4     5.7  

5,000,001 - 6,000,000

  12   68,862,797   1.9     1.4     4.6  

6,000,001 - 7,000,000

  11   71,736,395   2.0     1.1     6.2  

7,000,001 - 8,000,000

  12   90,095,636   2.5     2.0     4.7  

8,000,001 - 9,000,000

  10   84,196,156   2.3     1.7     5.5  

9,000,001 - 10,000,000

  5   47,282,547   1.3     1.3     1.5  

10,000,001 - 15,000,000

  24   295,520,921   8.2     6.7     15.5  

15,000,001 - 20,000,000

  18   311,304,400   8.7     5.3     24.6  

20,000,001 - 25,000,000

  11   250,015,000   7.0     6.1     11.1  

25,000,001 - 30,000,000

  6   161,097,666   4.5     4.5     4.5  

35,000,001 - 40,000,000

  1   36,500,000   1.0     1.2     0.0  

40,000,001 - 45,000,000

  3   128,264,000   3.6     2.8     7.1  

45,000,001 - 50,000,000

  1   48,000,000   1.3     1.6     0.0  

50,000,001 - 55,000,000

  1   54,000,000   1.5     1.8     0.0  

55,000,001 - 60,000,000

  1   56,000,000   1.6     1.9     0.0  

60,000,001 - 65,000,000

  3   189,563,000   5.3     6.4     0.0  

80,000,001 - 229,000,000

  9   1,448,460,771   40.3     48.7     0.0  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  $965,500

  Max:  $229,000,000         Average:  $17,368,100  

UNDERWRITTEN DEBT SERVICE COVERAGE RATIO(1)

 

Range of Underwritten
DSCRs (x)
 

Number of
Mortgage
Loans

  Aggregate
Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
 

1.00 - 1.04

  1   $4,798,000   0.1 %   0.0 %   0.8 %

1.05 - 1.09

  1   17,000,000   0.5     0.0     2.7  

1.10 - 1.14

  2   67,450,000   1.9     2.3     0.0  

1.15 - 1.19

  10   199,129,142   5.5     5.4     6.4  

1.20 - 1.24

  72   878,310,619   24.4     21.0     41.0  

1.25 - 1.29

  23   154,023,591   4.3     3.6     7.5  

1.30 - 1.34

  24   341,484,856   9.5     9.9     7.8  

1.35 - 1.39

  21   742,522,194   20.7     22.3     12.9  

1.40 - 1.44

  10   137,598,327   3.8     4.0     2.8  

1.45 - 1.49

  7   63,135,305   1.8     1.5     3.0  

1.50 - 1.54

  10   298,736,418   8.3     8.6     6.7  

1.55 - 1.59

  4   264,225,000   7.3     8.8     0.6  

1.60 - 1.64

  4   85,970,000   2.4     2.8     0.6  

1.65 - 1.69

  3   41,890,000   1.2     0.7     3.2  

1.75 - 1.79

  1   9,091,248   0.3     0.3     0.0  

1.80 - 1.84

  2   12,950,000   0.4     0.0     2.1  

1.85 - 1.89

  3   196,228,000   5.5     6.6     0.0  

1.90 - 1.94

  5   22,007,000   0.6     0.6     0.8  

1.95 - 1.99

  2   9,281,000   0.3     0.1     1.0  

2.00 - 2.04

  1   26,491,000   0.7     0.9     0.0  

2.10 - 2.12

  1   22,875,000   0.6     0.8     0.0  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  1.04x

  Max:  2.12x         Wtd. Average:  1.39x  

 

MORTGAGE RATE

 

Range of

Mortgage Rates(%)

  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
 

5.102 - 5.249

  3   $258,996,000   7.2 %   8.7 %   0.0 %

5.250 - 5.499

  4   12,023,000   0.3     0.4     0.0  

5.500 - 5.749

  35   649,951,972   18.1     16.2     27.1  

5.750 - 5.999

  29   717,346,018   20.0     21.0     15.1  

6.000 - 6.249

  75   1,111,701,799   30.9     32.2     24.8  

6.250 - 6.499

  51   548,763,233   15.3     12.1     30.3  

6.500 - 6.720

  10   296,414,680   8.2     9.4     2.7  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  5.102%

  Max:  6.720%         Wtd. Average:  5.986%  

CUT-OFF DATE LOAN-TO-VALUE RATIO(2)

 

Range of

Cut-Off Date LTV

Ratios (%)

  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
 

47.00 - 50.00

  8   $64,716,350   1.8 %   1.7 %   2.3 %

50.01 - 55.00

  4   204,297,726   5.7     6.4     2.1  

55.01 - 60.00

  8   68,555,000   1.9     2.2     0.6  

60.01 - 65.00

  21   146,229,129   4.1     3.9     4.6  

65.01 - 70.00

  42   994,453,374   27.7     31.9     7.7  

70.01 - 75.00

  50   718,056,362   20.0     19.0     24.6  

75.01 - 80.00

  74   1,398,888,760   38.9     34.9     58.0  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  47.0%

  Max:  80.0%         Wtd. Average:  70.6%  

 

MATURITY DATE OR ARD LOAN-TO-VALUE RATIO(2)

 

Range of

Maturity Date or ARD

LTV Ratios (%)

  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
 

0.00 - 5.00

  2   $4,790,013   0.1 %   0.2 %   0.0 %

30.01 - 40.00

  1   2,195,323   0.1     0.1     0.0  

40.01 - 50.00

  13   83,460,327   2.3     2.3     2.3  

50.01 - 55.00

  15   388,040,009   10.8     12.4     3.3  

55.01 - 60.00

  22   293,647,187   8.2     8.9     4.7  

60.01 - 65.00

  54   637,515,487   17.7     16.7     22.5  

65.01 - 70.00

  41   486,798,968   13.5     13.0     16.0  

70.01 - 75.00

  37   985,782,386   27.4     29.7     16.8  

75.01 - 80.00

  22   712,967,000   19.8     16.8     34.4  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  0.0%

  Max:  80.0%         Wtd. Average:  66.7%  

 

(1) For purposes of determining the DSC ratios for 13 Mortgage Loans (loan numbers 20, 57, 58, 61, 90, 97, 107, 120, 124, 141, 164, 171 and 189), representing 3.3% of the Cut-Off Date Pool Balance (11 Mortgage Loans in Loan Group 1 or 3.5% of the Cut-Off Date Group 1 Balance and 2 Mortgage Loans in Loan Group 2 or 2.3% of the Cut-Off Date Group 2 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.
(2) For purposes of determining the LTV ratios for 9 Mortgage Loans (loan numbers 6, 15, 29, 50, 61, 63, 97, 111 and 117), representing approximately 7.8% of the Cut-Off Date Pool Balance (9.4% of the Cut-Off Date Group 1 Balance), such ratios were calculated using “as stabilized” appraised values as opposed to “as is” appraised values. For purposes of determining the LTV ratios for 2 Mortgage Loans (loan numbers 57 and 164), representing 0.5% of the Cut-Off Date Pool Balance (0.6% of the Cut-Off Date Group 1 Balance), such ratios were adjusted by taking into account amounts available under certain letters of credit and/or cash reserves.

The sum of aggregate percentage calculations may not equal 100% due to rounding.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

14


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Mortgage Pool Characteristics as of the Cut-Off Date

ORIGINAL TERM TO MATURITY OR ARD

 

Range of Original
Terms to Maturity or
ARD (months)
  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
 

0 – 60

  25   $596,698,386   16.6 %   13.9 %   29.6 %

61 – 84

  1   6,121,056   0.2     0.2     0.0  

109 – 120

  179   2,987,587,244   83.1     85.8     70.4  

229 – 240

  2   4,790,013   0.1     0.2     0.0  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  60

  Max:  240         Wtd. Average:  110  

ORIGINAL AMORTIZATION TERM

 

Range of Original
Amortization Terms
(months)
  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
 

% of
Initial
Pool
Balance

    % of
Group 1
Balance
    % of
Group 2
Balance
 

240 – 264

  6   $19,238,788   0.5 %   0.6 %   0.0 %

265 – 300

  10   305,676,671   8.5     10.3     0.0  

349 – 360

  124   1,446,192,382   40.2     38.6     47.8  

361 – 420

  4   28,567,738   0.8     1.0     0.0  

Varies

  1   10,970,121   0.3     0.4     0.0  

Non-Amortizing

  62   1,784,551,000   49.6     49.1     52.2  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  240*

  Max:  420         Wtd. Average:  350*  
* Excludes the non-amortizing loans.

ORIGINAL INTEREST-ONLY TERM

 

Range of

Interest-Only Periods

(months)

  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
 

Amortizing – No Partial Interest Only Period

  77   $534,544,701   14.9 %   12.3 %   26.9 %

Partial Interest Only – Amortizing

  68   1,276,101,000   35.5     38.5     20.9  

1 – 12

  5   32,315,000   0.9     0.5     2.7  

13 – 24

  14   181,718,000   5.1     6.0     0.6  

25 – 36

  14   189,085,000   5.3     5.9     2.3  

37 – 48

  7   227,675,000   6.3     5.5     10.5  

49 – 60

  25   518,070,000   14.4     16.4     4.8  

73 – 84

  2   124,563,000   3.5     4.2     0.0  

85 – 96

  1   2,675,000   0.1     0.1     0.0  

Non-Amortizing

  62   1,784,551,000   49.6     49.1     52.2  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  12

  Max:  96*         Wtd. Average:  50*  
* Partial Interest-Only period excludes non-amortizing loans and amortizing loans that do not benefit from a partial Interest-Only period.

SEASONING

 

Seasoning (months)   Number of
Mortgage
Loans
 

Aggregate

Cut-Off Date

Balance

 

% of
Initial
Pool
Balance

    % of
Group 1
Balance
    % of
Group 2
Balance
 

0 – 12

  207   $3,595,196,701   100.0 %   100.0 %   100.0 %
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  0

  Max:  12         Wtd. Average:  1  

The sum of aggregate percentage calculations may not equal 100% due to rounding.

 

REMAINING TERM TO MATURITY OR ARD

 

Range of

Remaining Terms to
Maturity or ARD
(months)

  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
 

% of
Initial
Pool
Balance

    % of
Group 1
Balance
    % of
Group 2
Balance
 

0 – 60

  25   $596,698,386   16.6 %   13.9 %   29.6 %

61 – 84

  1   6,121,056   0.2     0.2     0.0  

85 – 108

  1   64,000,000   1.8     2.2     0.0  

109 – 120

  178   2,923,587,244   81.3     83.6     70.4  

229 – 240

  2   4,790,013   0.1     0.2     0.0  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  55

  Max:  239         Wtd. Average:  109  

REMAINING STATED AMORTIZATION TERM

 

Range of Remaining
Amortization Terms
(Months)
  Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
 

% of
Initial
Pool
Balance

    % of
Group 1
Balance
    % of
Group 2
Balance
 

229 – 264

  6   $19,238,788   0.5 %   0.6 %   0.0 %

265 – 300

  10   305,676,671   8.5     10.3     0.0  

349 – 360

  124   1,446,192,382   40.2     38.6     47.8  

361 – 420

  4   28,567,738   0.8     1.0     0.0  

Varies

  1   10,970,121   0.3     0.4     0.0  

Non-Amortizing

  62   1,784,551,000   49.6     49.1     52.2  
    207   $3,595,196,701   100.0 %   100.0 %   100.0 %

Min:  239*

  Max:  420         Wtd. Average:  349*  
* Excludes the non-amortizing loans.

PREPAYMENT PROVISIONS SUMMARY

 

Prepayment Provisions   Number of
Mortgage
Loans
  Aggregate
Cut-Off Date
Balance
 

% of
Initial
Pool
Balance

    % of
Group 1
Balance
    % of
Group 2
Balance
 

Lockout/Defeasance/Open

  170   $2,849,066,468   79.2 %   83.5 %   58.9 %

Lockout/Yield Maintenance/Open

  23   387,790,273   10.8     7.1     28.2  

Yield Maintenance/Open

  9   182,250,000   5.1     4.3     8.7  

Yield Maintenance/Open or Lockout/Defeasance/Open

  1   132,000,000   3.7     4.4     0.0  

Lockout/Open

  1   17,000,000   0.5     0.0     2.7  

Lockout/Defeasance or Yield Maintenance/Open

  1   12,100,000   0.3     0.4     0.0  

Lockout/Defeasance/Prepayment Premium/Open

  1   9,000,000   0.3     0.0     1.4  

Lockout/Prepayment Premium/Open

  1   5,989,959   0.2     0.2     0.0  

Total

  207   $3,595,196,701   100.0 %   100.0 %   100.0 %

SHADOW RATED LOANS

 

Loan
Name
  Loan Amount   % of
Initial Pool
Balance
    % of
Group 1
Balance
    % of
Group 2
Balance
    S&P   Moody's   Fitch

Montclair Plaza

  $190,000,000   5.3 %   6.4 %   0.0 %   BBB-   Baa3   BBB-
    $190,000,000   100.0 %   100.0 %   100.0 %            

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

15


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

Mortgage Pool Characteristics as of the Cut-Off Date


Twenty Largest Mortgage Loans


The following table and summaries describe the twenty largest Mortgage Loans or pools of Mortgage Loans in the Mortgage Pool by Cut-Off Date Balance:

Twenty Largest Mortgage Loans by Cut-Off Date Balance

 

Loan Name

  Mortgage
Loan
Seller
  Number of
Mortgage
Loans /
Mortgaged
Properties
  Loan
Group
  Cut-Off Date
Balance
  % of
Initial
Pool
Balance
    % of
Initial
Group
Balance
    Property Type  

Loan

Balance
Per SF/

Room/
Unit(1)(2)

  Weighted
Average
DSCR(1)(4)
 

Cut-Off

Date LTV
Ratio(1)(3)(4)

    LTV
Ratio at
Maturity
or
ARD(1)(3)(4)
    Weighted
Average
Mortgage
Rate
 

The Gas Company Tower

  Nomura   1 / 1   1   $ 229,000,000   6.4 %   7.7 %   Office – CBD   $ 349   1.56x   75.1 %   75.1 %   5.102 %

1180 Peachtree Street

  Wachovia   1 / 1   1     193,850,000   5.4     6.5 %   Office – CBD   $ 289   1.39x   70.5 %   70.5 %   5.690 %

Montclair Plaza

  Wachovia   1 / 1   1     190,000,000   5.3     6.4 %   Retail – Anchored   $ 217   1.89x   50.1 %   50.1 %   5.788 %

Four Seasons Resort and Club – Dallas, TX

  Nomura   1 / 1   1     175,000,000   4.9     5.9 %   Hospitality – Full Service   $ 490,196   1.51x   76.4 %   76.4 %   6.230 %

311 South Wacker

  Wachovia   1 / 1   1     158,600,000   4.4     5.3 %   Office – CBD   $ 190   1.20x   79.5 %   74.9 %   6.570 %

RLJ Hotel Pool

  Wachovia   1 / 43   1     146,092,500   4.1     4.9 %   Hospitality – Various   $ 92,936   1.37x   68.9 %   63.1 %   6.294 %

500-512 Seventh Avenue

  Wachovia   1 / 1   1     136,918,271   3.8     4.6 %   Office – CBD   $ 234   1.17x   68.5 %   52.7 %   5.706 %

Newport Bluffs

  Wachovia   1 / 1   1     132,000,000   3.7     4.4 %   Multifamily – Conventional   $ 250,951   1.35x   71.0 %   71.0 %   6.104 %

Gateway Shopping Center

  Nomura   1 / 1   1     87,000,000   2.4     2.9 %   Retail – Anchored   $ 182   1.34x   66.4 %   66.4 %   5.890 %

Embassy Suites – Washington, DC

  Wachovia   1 / 1   1     65,000,000   1.8     2.2 %   Hospitality – Full Service   $ 169,271   1.44x   65.9 %   56.4 %   5.930 %
                                 
    10 /52     $ 1,513,460,771   42.1 %         1.45x   69.5 %   66.7 %   5.886 %
                                 

Westin – Falls Church, VA

  Wachovia   1 / 1   1   $ 64,000,000   1.8 %   2.2 %   Hospitality – Full Service   $ 158,025   1.37x   66.7 %   62.8 %   5.510 %

Brookfield Lakes Corporate Center

  Wachovia   1 / 1   1     60,563,000   1.7     2.0 %   Office – Suburban   $ 120   1.33x   75.2 %   72.3 %   5.610 %

Intercontinental Multifamily Portfolio

  Wachovia   4 / 4   2     59,000,000   1.6     9.5 %   Multifamily – Conventional   $ 53,105   1.46x   76.3 %   76.3 %   5.930 %

Jogani Portfolio 1

  Nomura   9 / 9   2     57,231,900   1.6     9.2 %   Multifamily – Conventional   $ 60,885   1.22x   74.8 %   62.7 %   5.596 %

The Willows Shopping Center

  Wachovia   1 / 1   1     56,000,000   1.6     1.9 %   Retail – Anchored   $ 214   1.24x   67.1 %   62.7 %   5.900 %

Jogani Portfolio 2

  Nomura   11 / 11   2     55,957,500   1.6     9.0 %   Multifamily – Conventional   $ 70,387   1.21x   74.5 %   62.4 %   5.590 %

Personality Pool

  Nomura   1 / 3   1     54,000,000   1.5     1.8 %   Various – Various   $ 350   1.14x   65.9 %   59.1 %   6.550 %

Traders Point Retail Center

  Wachovia   1 / 1   1     48,000,000   1.3     1.6 %   Retail – Anchored   $ 145   1.20x   80.0 %   74.7 %   5.860 %

Carefree Alexander

  Wachovia   1 / 1   2     43,969,000   1.2     7.1 %   Multifamily – Independent Living   $ 93,155   1.22x   76.5 %   76.5 %   6.350 %

Lakeside Pool

  Wachovia   1 / 6   1     42,500,000   1.2     1.4 %   Office – Suburban   $ 83   1.22x   74.9 %   70.1 %   6.070 %
                                 
    31 / 38     $ 541,221,400   15.1 %         1.27x   73.0 %   67.7 %   5.872 %
                                 
                       
   

 

41 / 90

    $ 2,054,682,171   57.2 %         1.40x   70.4 %   66.9 %   5.882 %
                                 

(1) Each of The Gas Company Tower Loan, the 311 South Wacker Loan, the RLJ Hotel Pool Loan, the 500-512 Seventh Avenue Loan and the Newport Bluffs Loan is part of a split loan structure that includes one or more pari passu companion loans that are not included in the Trust Fund. With respect to these Mortgage Loans, unless otherwise specified, the calculations of LTV ratios, DSC ratios and Loan Balance per square foot/room/unit are based on the aggregate indebtedness of or debt service on, as applicable, each such Mortgage Loan and the related pari passu companion loan, but not any related subordinate companion loan.
(2) With respect to the Personality Pool Loan, the Loan Balance per square foot was calculated based upon the total square footage of the hospitality and retail space of 154,493 square feet derived from the engineering report of the respective Mortgaged Properties dated August 2, 2006.
(3) The appraised value for the mortgaged properties with respect to the RLJ Hotel Pool Loan and the Traders Point Retail Center Loan are based upon an “as-stabilized” basis.
(4) With respect to the Four Seasons Resort and Club - Dallas, TX Loan, unless otherwise specified, the calculation of LTV ratios, DSC ratio and Loan Balance per room are based upon the pooled component only and exclude the non-pooled component.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

16


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Gas Company Tower

LOGO      LOGO
LOGO      LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

17


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Gas Company Tower

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

18


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Gas Company Tower

 

Loan Information

Mortgage Loan Seller

    Nomura

Cut-Off Date Balance

    $229,000,000

Percentage of Cut-Off Date Pool Balance

  6.4%

Number of Mortgage Loans

    1

Loan Purpose

    Refinance

Sponsor

    Maguire Properties, L.P.

Type of Security

    Fee

Mortgage Rate

    5.102%

Maturity Date

    August 11, 2016

Amortization Type

    Interest-Only

Interest Only Period

    120

Original Term / Amortization

    120 / IO

Remaining Term /Amortization

    118 / IO

Lockbox(1)

    Yes
   

Up-Front Reserves

     

Tax/Insurance

    Yes    

TI/LC(2)

  $ 4,500,000    

Engineering

    $35,500    

Environmental

    $3,750    
   

Ongoing Annual Reserves

     

Tax/Insurance

    Yes    

TI/LC

    $2,052,000    
   

Additional Financing

    Pari Passu Debt   $229,000,000
   
         Pari Passu Notes(3)

Cut-Off Date Balance

    $458,000,000

Cut-Off Date Balance/SF

    $349

Cut-Off Date LTV

    75.1%

Maturity Date LTV

    75.1%

UW DSCR on NCF

        1.56x
(1) A cashflow sweep for Southern California Gas Company (“SCGC”) shall be triggered at the earlier of the following: (i) 18 months prior to the expiration of the “SCGC” lease if the lease extension option has not been exercised or (ii) SCGC vacating or giving notice to vacate. Funds will be released under the following conditions: (i) SCGC exercises its renewal option pursuant to the lease, or (ii) Maguire Properties enters into one or more leases with other tenant(s) occupying all of the SCGC space at a minimum of the rent payments under the SCGC lease, or (iii) Maguire Properties enters into lease(s) on the SCGC space with rental income sufficient to achieve a minimum DSC ratio of 1.20x based on the actual constant on a 30-year amortization schedule or (iv) the underwritten Net Cashflow supports a minimum 1.20x DSC ratio based on the actual constant on a 30-year amortization schedule. A cashflow sweep will also commence if SCGC’s credit rating is downgraded below BBB- (or its equivalent) by any one of Moody’s, S&P, Fitch or other nationally recognized Rating Agency (a “Downgrade Sweep Event”). If a lease guarantee is provided by SCGC’s parent company for all of its leased premises, the higher rating of SCGC or the parent company will be utilized. In the instance of a Downgrade Sweep Event, deposits will be capped at $30,000,000 ($60,000,000 if the subject rating falls below BB-) so long as the tenant is not more than 60 days delinquent on its rent payments. The sweep pursuant to a Downgrade Sweep Event will terminate and funds will be released to Maguire Properties once SCGC’s credit rating improves to BBB- or better and the underwritten Net Cash Flow supports a minimum 1.20 DSC ratio for four consecutive quarters following the occurrence of the event.
(2) An upfront reserve of $4 million was collected to fund the “Jones Day Upfront TI/LC Reserve”. Funds will be released to borrower for reimbursement of tenant improvements and leasing commissions and will be replenished at a rate of $1.50 psf per annum upon withdrawal up to a cap of $4 million. In addition, $0.5 million was funded into a separate Tenant Improvement and Leasing Commission Reserve (“Sidley Upfront TILC Reserve”). Funds will be released to borrower for reimbursement of tenant improvements and leasing commissions relating to Sidley Austin LLP’s space.
(3) LTV ratios, DSC ratio and Cut-Off Date Balance/SF were derived based upon the aggregate indebtedness, or debt service on, of The Gas Company Tower Loan and The Gas Company Tower Pari Passu Companion Loan.

 

Property Information

Number of Mortgaged Properties

   1

Location

   Los Angeles, CA

Property Type

   Office – CBD

Size (SF)

   1,313,409

Occupancy as of May 31, 2006

   96.2%

Year Built/Year Renovated

   1991/NA

Appraised Value

   $610,000,000

Property Management

   Maguire Properties, L.P.

UW Economic Occupancy

   95.5%

UW Revenues

   $59,229,600

UW Total Expenses

   $20,443,924

UW Net Operating Income (NOI)

   $38,785,676

UW Net Cash Flow (NCF)

   $36,855,204

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

19


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Gas Company Tower

 

Tenant Summary
Tenant    Ratings(1)
Moody's/S&P/
Fitch
   Net
Rentable
Area (SF)
   % of Net
Rentable
Area
    Base
Rent
PSF
   Annual
Base Rent
   % of Total
Annual
Base Rent
    Lease
Expiration

Major Tenants

                    

Southern California Gas Company

   A2/A/AA-    576,516    43.9 %   $ 26.02    $ 15,000,156    49.5 %   November 2011

Morrison & Foerster, LLP

   NR/NR/NR    192,775    14.7     $ 27.65      5,329,600    17.6     Multiple Spaces(2)

Sidley Austin LLP

   NR/NR/NR    152,413    11.6     $ 12.22      1,862,680    6.1     Multiple Spaces(3)

Jones, Day, Reavis & Pogue

   NR/NR/NR    152,166    11.6     $ 32.74      4,982,380    16.4     November 2006(4)

Latham & Watkins

   NR/NR/NR    85,966    6.5     $ 12.03      1,033,968    3.4     Multiple Spaces(5)
                                    

Total Major Tenants

      1,159,836    88.3 %   $ 24.32    $ 28,208,784    93.1 %    

Non-Major Tenants

      103,792    7.9     $ 20.21      2,097,169    6.9      
                                    

Occupied Total

      1,263,628    96.2 %   $ 23.98    $ 30,305,953    100.0 %    
                                    

Vacant Space

      49,781    3.8              
                            

Property Total

      1,313,409    100.0 %            
                                          
(1) Certain ratings are those of the parent whether or not the parent guarantees the lease.
(2) Under the terms of multiple leases, approximately 53,999 square feet expire in October 2006 and approximately 138,776 square feet expire in September 2013. Approximately 53,999 square feet of office space is currently subleased to Regents Business Center who has signed a new direct lease expiring in 2013.
(3) Under the terms of multiple leases, approximately 24,774 square feet expire in February 2007, approximately 1,636 square feet expire in December 2008 and approximately 126,003 square feet expire in December 2023. Of the approximately 126,003 square feet, Sidley Austin LLP has renewed on their existing space with a lease expiration in 2023 and agreed to expand into Jones, Day, Reavis & Pogue’s space consisting of the entire 43rd floor in March 2007 and the entire 44th floor in March 2009.
(4) Jones, Day, Reavis & Pogue has indicated that they do not intend to renegotiate their lease after the current term. A master lease (the “Jones Day Master Lease”) was entered with Maguire Properties, L.P. with respect to this space at a rate of $42.50 full service gross. The mortgagee will release the Jones Day Master Lease under the following conditions: A newly executed lease(s) yielding comparable gross rent payments on minimum 5-year terms, (ii) Borrower entering into leases on the Jones Day space (or any portion thereof) at rents sufficient to achieve a minimum DSC ratio equal to 1.20x based on a 30-year amortization schedule, (iii) the underwritten net cashflow supports a minimum 1.20x DSC ratio based on a 30-year amortization schedule without giving credit to the Jones Day Master Lease or (iv) 5 years from origination.
(5) Under the terms of multiple leases, approximately 2,000 square feet expire on a month to month basis and approximately 83,966 square feet expire in April 2014.

 

Lease Expiration Schedule  
Year    # of Leases
Expiring
   WA Base
Rent/SF
Expiring
   Total SF
Expiring
   % of Total
SF Expiring*
    Cumulative % of
SF Expiring*
    % of Base
Rent Expiring*
    Cumulative % of
Base Rent
Expiring*
 

2006

   8    $ 30.80    213,402    16.2 %   16.2 %   21.7 %   21.7 %

2007

   5    $ 18.57    109,950    8.4 %   24.6 %   6.7 %   28.4 %

2008

   2    $ 22.35    4,442    0.3 %   25.0 %   0.3 %   28.8 %

2009

   2    $ 27.38    10,573    0.8 %   25.8 %   1.0 %   29.7 %

2010

   0    $ 0.00    0    0.0 %   25.8 %   0.0 %   29.7 %

2011

   1    $ 26.02    576,516    43.9 %   69.7 %   49.5 %   79.2 %

2012

   0    $ 0.00    0    0.0 %   69.7 %   0.0 %   79.2 %

2013

   1    $ 27.51    138,776    10.6 %   80.2 %   12.6 %   91.8 %

2014

   1    $ 12.31    83,966    6.4 %   86.6 %   3.4 %   95.2 %

2015

   0    $ 0.00    0    0.0 %   86.6 %   0.0 %   95.2 %

2016

   0    $ 0.00    0    0.0 %   86.6 %   0.0 %   95.2 %

Thereafter

   1    $ 11.51    126,003    9.6 %   96.2 %   4.8 %   100.0 %

Vacant

   0      NA    49,781    3.8 %   100.0 %   0.0 %   100.0 %
* Calculated based upon the approximate square footage occupied by each tenant

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

20


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Gas Company Tower

 

  The Loan.    The Mortgage Loan (“The Gas Company Tower Loan”) is secured by a first mortgage encumbering an office building located in Los Angeles, California. The Gas Company Tower Loan represents approximately 6.4% of the Cut-Off Date Pool Balance. The Gas Company Tower Loan was originated on August 7, 2006, and has a principal balance as of the Cut-Off Date of $229,000,000. The Gas Company Tower Loan, which is evidenced by a pari passu note, dated August 7, 2006, is a portion of a whole loan with an original principal balance of $458,000,000. The other loan related to The Gas Company Tower loan is evidenced by a separate note, dated August 7, 2006 (“The Gas Company Tower Pari Passu Companion Loan” and together with The Gas Company Tower Loan, “The Gas Company Tower Whole Loan”), with an original principle balance of $229,000,000. The Gas Company Tower Pari Passu Companion Loan will not be an asset of the Trust Fund. The Gas Company Tower Loan and The Gas Company Tower Pari Passu Companion Loan are governed by an intercreditor and servicing agreement and will be serviced pursuant to the terms of the pooling and servicing agreement relating to the J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass Through Certificates, Series 2006-LDP8 transaction, as described under “DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans” in the Prospectus Supplement. The Gas Company Tower Loan provides for interest-only payments for the entire term.

The Gas Company Tower Loan has a remaining term of 118 months and matures on September 11, 2016. The Gas Company Tower Loan may be prepaid on or after May 11, 2016, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrowers.    The borrowers are Maguire Properties-555 W. Fifth, LLC and Maguire Properties-350 S. Figueroa, LLC, each a special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Gas Company Tower Loan. The sponsor of the borrowers is Maguire Properties L.P., a Maryland limited partnership, of which Maguire Properties, Inc. (“Maguire Properties”) is the sole general partner. Maguire Properties, a publicly traded REIT (NYSE: MPG), is one of the nation’s largest developers of institutional quality office and mixed-use properties. As of June 24, 2006, Maguire Properties was trading on the NYSE at $36.80 per share with a market capitalization of $1.70 billion. Maguire Properties owns approximately 14.8 million square feet of office space contained within 23 properties, as well as one 350-room hotel.

 

  The Property.    The Mortgaged Property is an approximately 1,313,409 square foot Class “A” office building located in the central part of the downtown Los Angeles, California market area which is anchored by the central business district (CBD). Included in the collateral is the World Trade Center garage, an off-site 6-story parking garage which is available to The Gas Company Tower tenants and provides a total of 1,193 additional spaces. The Gas Company Tower features an additional seven-level subterranean garage underneath with 979 spaces. The 54-story office building, which is comprised predominately of single-tenant floors and concourse levels with retail shops and a bank, is one of the premier office buildings in downtown Los Angeles. The lobby features a 26-foot high vaulted wood ceiling and a fountain. The Mortgaged Property features Indiana limestone walls, patterned marble/granite floors, and state-of-the-art HVAC and security systems. The Gas Company Tower has a cutting edge architectural design and flexibility, which allows for large single- and multi-tenant floor plates and panoramic views of the greater Los Angeles basin. The Mortgaged Property was constructed in 1991. As of May 31, 2006, the occupancy rate for the Mortgaged Property securing The Gas Company Tower Loan was approximately 96.2%.

The Mortgaged Property is currently leased to multiple tenants including Southern California Gas Company (“SCGC”). SCGC is a principal subsidiary of Sempra Energy, which is publicly traded on the NYSE (SRE). As of September 11, 2006, Sempra Energy was rated “Baa1” (Moody’s), “BBB+” (S&P) and “A” (Fitch). In occupancy since 1991, SCGC currently occupies 576,516 square feet (or approximately 43.9% of the net rentable area) at The Gas Company Tower. The SCGC lease expires in November 2011 and includes six 5-year renewal options. Founded in 1886 and

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

21


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Gas Company Tower

 

headquartered at The Gas Company Tower, Southern California Gas Company is the nation’s largest natural gas distribution utility, serving 19.5 million people. SCGC distributes natural gas to 5.4 million residential, commercial, and industrial customers throughout the southern half of California. SCGC owns and operates more than 95,000 miles of gas distribution mains and service lines, as well as nearly 3,000 miles of transmission and storage pipeline. In total, the company delivers nearly 1 trillion cubic feet of gas annually, or 5% of all the natural gas delivered in the United States. The utility also owns gas transmission compressor stations and underground storage facilities. With 6,448 employees, SCGC generated over $3.9 billion in revenues in 2004 and net income of $233 million, which represented an 11% increase over 2003.

Additional tenants in the building include three major law firms in the United States: Morrison & Foerster LLP (“MoFo”), Sidley Austin LLP (“Sidley”) and Latham & Watkins. MoFo is a leading United States-based law firm that offers comprehensive legal services to domestic and international clients, specializing in financial services, life sciences, technology and intellectual property. Founded in San Francisco in 1883, MoFo employs over 1,000 attorneys in nineteen offices at various locations in the United States and international offices in Beijing, Brussels, Hong Kong, London, Shanghai, Singapore and Tokyo. MoFo was named a Top Ten IPO law firm by IPO Vital Signs in 2004. Sidley is one of the world’s largest law firms. With over 1,600 lawyers and 15 offices in North America, Europe and Asia, Sidley has a significant capital markets practice and a broad transactional practice. The company’s practice disciplines include corporate and securities, mergers and acquisitions, securitization, intellectual property, funds and other pooled investments, bankruptcy and corporate reorganization, bank and commercial lending, public finance, real estate, tax and employee benefits.

 

  Lockbox Account.    All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account.

 

  Management.    Maguire Properties, L.P., the sponsor, is the property manager for the Mortgaged Property securing The Gas Company Tower Loan.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

22


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

1180 Peachtree Street

 

LOGO   LOGO
LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

23


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

1180 Peachtree Street

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

24


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

1180 Peachtree Street

 

Loan Information

Mortgage Loan Seller

     Wachovia

Cut-Off Date Balance

     $193,850,000

Percentage of Cut-Off Date Pool Balance

   5.4%

Number of Mortgage Loans

     1

Loan Purpose

     Acquisition

Sponsor

     GE Pension Trust

Type of Security

     Fee

Mortgage Rate

     5.690%

Maturity Date

     October 11, 2016

Amortization Type

     Interest-Only

Interest Only Period

     120

Original Term / Amortization

     120 / IO

Remaining Term / Amortization

     120 / IO

Lockbox

     Yes
   

Up-Front Reserves

      

TI/LC

  $3,600,000     

Rent Abatement Reserve(1)

  $861,699     
   

Ongoing Annual Reserves

      

Tax/Insurance(2)

  Springing     

Replacement(3)

  $66,971     
   

Additional Financing(4)

     None
   

Cut-Off Date Balance

     $193,850,000

Cut-Off Date Balance/SF

     $289

Cut-Off Date LTV

     70.5%

Maturity Date LTV

     70.5%

UW DSCR on NCF

       1.39x
(1) Represents the total rent concession for tenants which have a full or partial abatement of rent. The reserve will be released on a per tenant basis at such time that (a) the tenant has commenced paying unabated rent and (b) the borrower has provided an estoppel acceptable to the mortgagee.
(2) Ongoing monthly tax and insurance reserves will be required upon an event of default or upon certain other conditions as described in the related Mortgage Loan documents.
(3) Commencing November 2008.
(4) Future mezzanine debt is permitted subject to a combined maximum LTV ratio of 75.0% and a combined minimum DSC ratio of 1.20x as described in the related Mortgage Loan documents.
(5) Including additional space required to be occupied in the future (no later than September 2009) by certain existing tenants, the Mortgaged Property is currently approximately 86.5% leased.

 

Property Information  

Number of Mortgaged Properties

   1  

Location

   Atlanta, GA  

Property Type

   Office – CBD  

Size (SF)

   669,711  

Occupancy as of August 1, 2006(5)

   80.7%  

Year Built / Year Renovated

   2006 / NA  

Appraised Value

   $275,000,000  

Property Management

   Hines Interests Limited Partnership  

UW Economic Occupancy

   90.0%  

UW Revenues

   $23,009,207  

UW Total Expenses

   $7,548,874  

UW Net Operating Income (NOI)

   $15,460,333  

UW Net Cash Flow (NCF)

   $15,350,694  

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

25


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

1180 Peachtree Street

 

Tenant Summary
Tenant    Ratings
Moody's/S&P/Fitch
   Net
Rentable
Area (SF)
   % of Net
Rentable
Area
    Base Rent
PSF
   Annual
Base Rent
   % of Total
Annual
Base Rent
    Lease
Expiration

Major Tenants

                    

King & Spalding(1)

   NR/NR/NR    418,340    62.5 %   $ 23.86    $ 9,981,592    79.4 %   March 2021

Navigant

   NR/NR/NR    15,885    2.4     $ 20.50      325,643    2.6     April 2014

Allsteel

   NR/NR/NR    15,769    2.4     $ 18.50      291,727    2.3     June 2018

Earnest Partners(2)

   NR/NR/NR    13,762    2.1     $ 23.60      324,783    2.6     November 2016

Trois

   NR/NR/NR    13,545    2.0     $ 24.11      326,570    2.6     October 2016
                                    

Total Major Tenants

      477,301    71.3 %   $ 23.57    $ 11,250,315    89.4 %    

Non-Major Tenants

      63,040    9.4     $ 21.07      1,328,444    10.6      
                                    

Occupied Total

      540,341    80.7 %   $ 23.28    $ 12,578,758    100.0 %    
                              

Vacant Space

      129,370    19.3              
                            

Property Total

      669,711    100.0 %            
                                          
(1) Per the terms of their lease, King & Spalding is required to take on an additional 21,904 square feet by April 2009. Upon occupancy of this space, the tenant will occupy approximately 65.7% of the net rentable area through March 2021.
(2) Per the terms of their lease, Earnest Partners is required to take on an additional 3,228 square feet by March 2009. Upon occupancy of this space, the tenant will occupy approximately 2.5% of the net rentable area through November 2016.

 

Lease Expiration Schedule  
Year   

# of

Leases
Expiring

   WA Base
Rent/SF
Expiring
   Total SF
Expiring
   % of Total
SF Expiring*
   

Cumulative % of

SF Expiring*

    % of Base
Rent Expiring*
   

Cumulative % of
Base Rent

Expiring*

 

2006

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2007

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2008

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2009

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2010

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2011

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2012

   1    $ 18.75    3,562    0.5 %   0.5 %   0.5 %   0.5 %

2013

   0    $ 0.00    0    0.0 %   0.5 %   0.0 %   0.5 %

2014

   1    $ 20.50    15,885    2.4 %   2.9 %   2.6 %   3.1 %

2015

   1    $ 17.25    10,244    1.5 %   4.4 %   1.4 %   4.5 %

2016

   9    $ 24.90    56,071    8.4 %   12.8 %   11.1 %   15.6 %

Thereafter

   23    $ 23.35    454,579    67.9 %   80.7 %   84.4 %   100.0 %

Vacant

   0      NA    129,370    19.3 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

26


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

1180 Peachtree Street

 

  The Loan.    The Mortgage Loan (the “1180 Peachtree Street Loan”) is secured by a first fee deed to secure debt encumbering an office building located in Atlanta, Georgia. The 1180 Peachtree Street Loan represents approximately 5.4% of the Cut-Off Date Pool Balance. The 1180 Peachtree Street Loan was originated on September 22, 2006, and has a principal balance as of the Cut-Off Date of $193,850,000. The 1180 Peachtree Street Loan provides for interest-only payments for the entire loan term.

The 1180 Peachtree Street Loan has a remaining term of 120 months and matures on October 11, 2016. The 1180 Peachtree Street Loan may be prepaid on or after July 11, 2016, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is 1180 Peachtree Office Investors, LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 1180 Peachtree Street Loan. The sponsor of the borrower is the General Electric Pension Trust (the “GE Trust”). The GE Trust is a contributory defined plan for the benefit of eligible employees of General Electric Company (“GE”) and its participating affiliate companies. The plan invests its funds through GE Trust, which reports assets in excess of $50 billion. The trustees of the GE Trust are officers of GE Asset Management (“GEAM”), a wholly owned subsidiary of GE. GEAM has been responsible for handling the real estate investments of GE since 1953, and currently manages in excess of $6 billion in real estate assets worldwide.

 

  The Property.    The Mortgaged Property is an approximately 669,711 square foot office building situated on approximately 2.4 acres. The Mortgaged Property was constructed in 2006. The Mortgaged Property is located in Atlanta, Georgia. As of August 1, 2006, the occupancy rate for the Mortgaged Property securing the 1180 Peachtree Street Loan was approximately 80.7%. Including additional space required to be occupied in the future by certain existing tenants, the Mortgaged Property is approximately 86.5% leased.

The largest tenant is King & Spalding L.L.P. (“King & Spalding”), occupying approximately 418,340 square feet, or approximately 62.5% of the net rentable area. King & Spalding is obligated to occupy an additional 21,904 square feet or 3.3% of the net rentable area by April 2009. King & Spalding is a large law firm with over 800 attorneys, servicing multinational corporations, as well as small and mid-size regional companies. In addition to its world headquarters location in the Mortgaged Property where it employs approximately 450 attorneys, King & Spalding operates offices in Houston, London, New York and Washington, DC. The King & Spalding leases expire in March 2021. The second largest tenant is Navigant Consulting, Inc. (“Navigant”), who as of January 2007 will occupy approximately 15,885 square feet, or approximately 2.4% of the net rentable area. Navigant is a specialized independent consulting firm providing litigation, financial, restructuring, energy and operational consulting services to government agencies, legal counsel and large companies facing the challenges of uncertainty, risk, distress and significant change. The Navigant lease expires in April 2014. The third largest tenant is Allsteel Inc. (“Allsteel”), occupying approximately 15,769 square feet, or approximately 2.4% of the net rentable area. Allsteel designs, builds and delivers office furniture and is one of the largest office furniture manufacturers in North America. Allsteel is a subsidiary of HNI Corporation (“HNI”) which is a leading U.S. manufacturer of office furniture. The Allsteel lease expires in June 2018.

 

  Lockbox Account.    All tenant payments due under the applicable leases are deposited into a mortgagee-designated lockbox account.

 

  Management.    Hines Interests Limited Partnership (“Hines”), a subsidiary of Hines Development, was the original developer and continues to serve as the property manager for the Mortgaged Property securing the 1180 Peachtree Street Loan. Hines is a privately owned, international real estate firm with a presence in more than 85 cities and 15 countries and has provided services for nearly 50 years. Hines controls assets valued at approximately $12.5 billion with a portfolio of projects under way consisting of almost 900 properties and over 93 million square feet under management.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

27


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

28


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Montclair Plaza

 

 

 

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This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

29


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Montclair Plaza

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

30


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Montclair Plaza

 

Loan Information

Mortgage Loan Seller

      Wachovia

Cut-off Date Balance

      $190,000,000

Percentage of Cut-Off Date Pool Balance

   5.3%

Number of Mortgage Loans

      1

Loan Purpose

      Refinance

Sponsor

   General Growth Properties, Inc.

Type of Security

      Fee

Free Release(1)

      Yes

Mortgage Rate

      5.788%

Maturity Date

      September 11, 2011

Amortization Type

      Interest-Only

Interest-Only Period

      60

Original Term / Amortization

      60 / IO

Remaining Term / Amortization

      59 / IO

Lockbox

      Yes

Shadow Rating (Moody’s/S&P/Fitch)(2)

   Baa3/BBB-/BBB-
   

Up-Front Reserves

   None     
   

Ongoing Annual Reserves

       

Tax/Insurance(3)

   Springing     

Replacement(4)

   Springing     

TI/LC(5)

   Springing     
   

Additional Financing(6)

   B-Note    $75,000,000
   
      Trust Asset    Whole Mortgage
Loan

Cut-Off Date Balance

   $190,000,000    $265,000,000

Cut-Off Date Balance/SF

   $217    $303

Cut-Off Date LTV

   50.1%    69.8%

Maturity Date LTV

   50.1%    69.8%

UW DSCR on NCF

   1.89x    1.36x
(1) The Montclair Plaza Loan allows for the free release of the anchor release parcel and all the improvements thereon subject to certain requirements specified in the related Mortgage Loan documents including: (i) delivery of a payment guaranty in the amount of $15,000,000 to be provided by GGP LP, (ii) a DSC ratio test of at least 1.35x on the whole loan amount of $265,000,000 and (iii) a NOI test of at least $20,800,000 for the twelve month period immediately prior to the release. In addition, the Montclair Plaza Loan allows for the free release of a vacant unimproved parcel subject to certain conditions specified in the related Mortgage Loan documents.
(2) Moody’s, S&P and Fitch have confirmed that the Montclair Plaza Loan has, in the context of its inclusion in the Trust Fund, credit characteristics consistent with an investment grade obligation.
(3) Ongoing tax and insurance reserves will be required upon an event of default as described in the related Mortgage Loan documents.
(4) An annual deposit of $150,615 to the replacement reserve account springs into effect upon the occurrence of certain trigger events as described in the related Mortgage Loan documents, and is capped at $154,215.
(5) An annual deposit of $437,150 to the TI/LC reserve springs into effect upon the occurrence of certain trigger events as described in the related Mortgage Loan documents, and is capped at $437,150.
(6) Future mezzanine debt is permitted subject to a combined maximum LTV ratio of 70.0% and a combined minimum DSC ratio of 1.30x as described in the related Mortgage Loan documents. Unsecured debt is permitted up to 7.5% of the original loan amount.
(7) The calculation of occupancy percentage excludes the vacant anchor pad of approximately 145,820 square feet formerly owned and occupied by Macy’s, and recently purchased by General Growth Properties, Inc. (“GGP”). Including this space, the occupancy percent would be approximately 82.6%.

 

Property Information

Number of Mortgaged Properties

   1

Location

   Montclair, CA

Property Type

   Retail – Anchored

Size (SF)

   875,085

Occupancy as of July 27, 2006(7)

   99.1%

Year Built / Year Renovated

   1968 / 1997

Appraised Value

   $379,500,000

Property Management

   General Growth Management, Inc.

UW Economic Occupancy

   97.5%

UW Revenues

   $29,516,823

UW Total Expenses

   $8,258,217

UW Net Operating Income (NOI)

   $21,258,605

UW Net Cash Flow (NCF)

   $20,789,943

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

31


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Montclair Plaza

 

Tenant Summary
Tenant   Ratings(1)
Moody's/S&P/Fitch
 

Net

Rentable
Area (SF)

  % of Net
Rentable
Area
    Base Rent
PSF
  Annual
Base Rent
 

% of Total
Annual

Base
Rent

    Lease
Expiration

Anchor Tenants - ANCHOR OWNED

               

Macy's

  Baa1/BBB/NR   183,301       ANCHOR OWNED - NOT PART OF COLLATERAL

Sears

  Ba1/BB+/BB   174,675       ANCHOR OWNED - NOT PART OF COLLATERAL

Nordstrom

  Baa1/A/A-   119,511       ANCHOR OWNED - NOT PART OF COLLATERAL
                   

Total Anchor Owned

    477,487            
                   

Anchor Tenants - Collateral

               

JCPenney

  Baa3/BBB-/BBB-   179,708   20.5 %   $ 0.24   $ 43,130   0.3 %   June 2011
                               

Total Anchor Tenants - Collateral

    179,708   20.5 %   $ 0.24   $ 43,130   0.3 %    

Top 5 Non-Anchor Tenants

               

Circuit City

  NR/NR/NR   40,881   4.7 %   $ 8.81   $ 360,162   2.3 %   February 2015

Linens 'n Things (Ground Lease)

  NR/B/NR   35,208   4.0     $ 17.24     606,986   3.8     January 2012

Barnes & Noble

  NR/NR/NR   28,000   3.2     $ 21.43     600,040   3.8     January 2017

Ninety Nine Cent Only Stores

  NR/NR/NR   18,782   2.1     $ 8.09     151,946   1.0     January 2012

Elephant Bar (Ground Lease)

  NR/NR/NR   13,500   1.5     $ 13.69     184,815   1.2     November 2021
                               

Total Top 5 Non-Anchor Tenants

    136,371   15.6 %   $ 13.96   $ 1,903,949   12.0 %    

Non-Major Tenants

    406,709   46.5     $ 34.07     13,856,180   87.7      
                               

Occupied Collateral Total

    722,788   99.1 %(2)   $ 21.86   $ 15,803,259   100.0 %    
                         

In-Line Vacant Space

    6,477   0.9            

Vacant Anchor Pad(3)

    145,820            
                       

Collateral Total

    875,085   100.0 %          
                       

Property Total

    1,352,572            
                                     
(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2) The occupancy percentage is calculated exclusive of the vacant anchor pad, formerly owned and occupied by Macy's. Including this space, the occupancy percent would be approximately 82.6%.
(3) In July 2006, GGP purchased the anchor pad formerly owned and occupied by Macy's.

 

Lease Expiration Schedule  
Year    # of
Leases
Expiring
   WA Base
Rent/SF
Expiring
   Total SF
Expiring
   % of Total SF
Expiring(1)
    Cumulative % of
SF Expiring(1)
    % of Base
Rent Expiring(1)
    Cumulative % of
Base Rent
Expiring(1)
 

2006

   30    $ 27.09    93,187    12.8 %   12.8 %   16.0 %   16.0 %

2007

   30    $ 25.34    62,702    8.6 %   21.4 %   10.1 %   26.0 %

2008

   20    $ 30.12    60,341    8.3 %   29.7 %   11.5 %   37.5 %

2009

   14    $ 45.04    30,234    4.1 %   33.8 %   8.6 %   46.1 %

2010

   14    $ 48.04    26,945    3.7 %   37.5 %   8.2 %   54.3 %

2011

   11    $ 4.84    202,238    27.7 %   65.2 %   6.2 %   60.5 %

2012

   7    $ 18.01    61,952    8.5 %   73.7 %   7.1 %   67.6 %

2013

   15    $ 44.54    31,054    4.3 %   78.0 %   8.8 %   76.3 %

2014

   14    $ 36.27    29,465    4.0 %   82.0 %   6.8 %   83.1 %

2015

   9    $ 20.90    73,263    10.0 %   92.1 %   9.7 %   92.8 %

2016

   4    $ 35.72    9,907    1.4 %   93.4 %   2.2 %   95.0 %

Thereafter

   2    $ 18.91    41,500    5.7 %   99.1 %   5.0 %   100.0 %

Vacant(2)

   0      NA    6,477    0.9 %   100.0 %   0.0 %   100.0 %
(1) Calculated based upon approximate square footage occupied by each tenant.
(2) Calculation excludes the approximately 145,820-square foot vacant anchor pad GGP purchased in July 2006, which was formerly owned and occupied by Macy's.

 

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

32


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Montclair Plaza

 

  The Loan.    The Mortgage Loan (the “Montclair Plaza Loan”) is secured by a first mortgage encumbering a regional mall located in Montclair, California. The Montclair Plaza Loan represents approximately 5.3% of the Cut-Off Date Pool Balance. The Montclair Plaza Loan was originated on August 14, 2006 and has a principal balance as of the Cut-Off Date of $190,000,000. The Montclair Plaza Loan is a portion of a whole loan with an original principal balance of $265,000,000. The other loan related to the Montclair Plaza Loan is evidenced by a separate subordinate note, dated August 14, 2006 (the “Montclair Plaza Subordinate Companion Loan” and together with the Montclair Plaza Loan, the “Montclair Plaza Whole Loan”), with an original principal balance of $75,000,000. The Montclair Plaza Subordinate Companion Loan will not be an asset of the Trust Fund. The Montclair Plaza Loan and the Montclair Plaza Subordinate Companion Loan are governed by an intercreditor and servicing agreement, as described in the Prospectus Supplement under “DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans” and will be serviced pursuant to the terms of the pooling and servicing agreement. The Montclair Plaza Loan provides for interest-only payments for its entire term.

The Montclair Plaza Loan has a remaining term of 59 months and matures on September 11, 2011. The Montclair Plaza Loan may be prepaid on or after March 11, 2011, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is Montclair Plaza, L.L.C., a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Montclair Plaza Whole Loan. The sponsor of the borrower is General Growth Properties, Inc. (“GGP”), a publicly traded real estate investment trust. GGP and its predecessor companies have been in the shopping center business for over fifty years. GGP owns, develops, operates and/or manages shopping malls in 44 states and is one of the largest third-party managers for owners of regional malls. As of March 2006, GGP had ownership interests in and/or management responsibility for more than 200 regional shopping malls totaling approximately 200 million square feet of retail space.

 

  The Property.    The Mortgaged Property is an approximately 875,085 square foot portion of a regional mall situated on approximately 78.0 acres. The Mortgaged Property was constructed in 1968 and renovated in 1997. The Mortgaged Property is located in Montclair, California within the Riverside-San Bernardino-Ontario, California metropolitan statistical area. As of July 27, 2006, the occupancy rate for the Mortgaged Property securing the Montclair Plaza Loan was approximately 99.1%. This occupancy percentage does not include the vacant anchor pad formerly occupied by Macy’s prior to its relocation to the former Robinsons-May space at the Mortgaged Property.

 

  The largest tenant is JCPenney Company, Inc. (“JCPenney”), occupying approximately 179,708 square feet, or approximately 20.5% of the net rentable area. JCPenney operates 1,019 department stores throughout the United States and Puerto Rico, selling family apparel, jewelry, shoes, accessories and home furnishings to customers through department stores, catalog and the internet. As of September 28, 2006, JCPenney was rated “Baa3” (Moody’s), “BBB-” (S&P) and “BBB-” (Fitch). The JCPenney lease expires in June 2011. The second largest tenant is Circuit City Stores, Inc. (“Circuit City”), occupying approximately 40,881 square feet, or approximately 4.7% of the net rentable area. Circuit City is a specialty retailer of consumer electronics, home office products, entertainment software and related services. The Circuit City lease expires in February 2015. The third largest tenant is Linens ’n Things, Inc. (“Linens ’n Things”), occupying approximately 35,208 square feet under a ground lease, or approximately 4.0% of the net rentable area. Linens ’n Things is one of the leading, national retailers of home textiles, housewares and decorative home accessories. Linens ’n Things operates over 500 stores in 47 states and six Canadian provinces. As of September 28, 2006, Linens ’n Things was rated “B” (S&P). The Linens ’n Things lease expires in January 2012.

 

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

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

33


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Montclair Plaza

 

  Release.    The borrower may obtain the release of the vacant anchor parcel, containing approximately 145,820 square feet. In connection with such partial release (i) GGP LP, an affiliate of the borrower and the sponsor, must provide a guaranty in the amount of $15,000,000, (ii) the net operating income must be a minimum of $20,800,000, (iii) the DSC ratio with respect to the whole mortgage debt amount of $265,000,000 must be at least 1.35x on an interest only basis, (iv) the borrower is required to provide an opinion of counsel that the proposed release will not adversely affect the REMIC status of the Trust Fund and (v) no event of default under the related Mortgage Loan documents has occurred and is continuing.

 

  Management.    General Growth Management, Inc., an affiliate of the sponsor, is the property manager for the Mortgaged Property securing the Montclair Plaza Loan.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

34


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Four Seasons Resort and Club – Dallas, TX

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

35


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Four Seasons Resort and Club – Dallas, TX

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

36


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Four Seasons Resort and Club – Dallas, TX

 

Loan Information

Mortgage Loan Seller

  Nomura

Cut-Off Date Balance

  $175,000,000

Percentage of Cut-Off Date Pool Balance

  4.9%

Number of Mortgage Loans

  1

Loan Purpose

  Acquisition

Sponsor

  GFW Trust & GFW II Trust

Type of Security

  Fee and Leasehold

Partial Release

  Yes

Mortgage Rate

  6.230%

Maturity Date

  September 11, 2016

Amortization Type

  Interest-Only

Interest Only Period

  120

Original Term / Amortization

  120 / IO

Remaining Term /Amortization

  119 / IO

Lockbox

  Yes
   

Up-Front Reserves

   

Tax/Insurance

  Yes    

FF&E(1)

  $14,500,000    
   

Ongoing Annual Reserves

   

Tax/Insurance

  Yes    

FF&E(2)

  Yes    
   

Additional Financing(3)

  Subordinate Non-Pooled Component   $8,000,000
    Mezzanine Debt   $31,130,000
   
         Pooled Trust
Mortgage
Asset
 

Trust
Mortgage
Asset

   

Cut-Off Date Balance

    $175,000,000   $183,000,000

Cut-Off Date Balance/Room

    $490,196   $512,605

Cut-Off Date LTV

    76.4%   79.9%

Maturity Date LTV

    76.4%   79.9%

UW DSCR on NCF

      1.51x   1.41x
(1) Reserve to fund budgeted rooms, common area, and golf course expenditures.
(2) Waived the first 2 years, then must deposit the difference between 4% of prior month’s gross revenues and the actual amount required to be reserved under the Management Agreement, commencing in September 2008.
(3) Future mezzanine debt is permitted once all existing mezzanine debt has been retired in full and subject to an intercreditor agreement. The combined LTV ratio of the Mortgage Loan and the mezzanine loan shall not exceed 90.0%, and the DSC ratio shall be not less 1.10x.
(4) Trailing 12-month occupancy.

 

Property Information

Number of Mortgaged Properties

   1

Location

   Irving, TX

Property Type

   Hospitality – Full Service

Size (Rooms)

   357

Occupancy as of July 22, 2006(4)

   74.3%

Year Built / Year Renovated

   1986 / 2001

Appraised Value

   $229,000,000

Property Management

   Four Seasons Hotels Limited

UW Economic Occupancy

   74.0%

UW Revenues

   $76,152,539

UW Total Expenses

   $57,927,119

UW Net Operating Income (NOI)

   $18,225,420

UW Net Cash Flow (NCF)

   $16,702,369

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

37


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Four Seasons Resort and Club – Dallas, TX

 

Facility Summary
Guestroom Mix   No. of Rooms

Superior Room

  249

Deluxe Room

  49

Villa Room

  44

Tower Suites

  5

Tower Specialty Suites

  4

Villa Suites

  4

Villa Specialty Suites

  2

Villa Rooms (Under Construction)

  35

Villa Suites (Under Construction)

  5
     

Total

  397
     
   
Meeting/Ballroom Spaces   Square Feet

Four Seasons Ballroom

  8,000

Las Colinas (East and West)

  3,024

Amphitheater

  2,021

Conference Rooms

  7,465

Breakout Rooms

  1,365

Boardroom

  841

The Gallery

  1,180

Second Level Conference Rooms

  3,674

Indoor/Outdoor Pavilion

  6,800
     

Total

  34,370
     
   
Food and Beverage     

Café on the Green

   

Racquets

   

Terrace Lounge

   

The Game Bar

   

Cabana

   

Club Lounge

   
   
Other Amenities     

Sports Club

   

Country Club

   

Health Spa

   

Outdoor Pool

   

Whirlpool

   

Golf Course

   

Indoor/Outdoor Tennis Courts

   

Parking

   

 

Financial Schedule

Year

  2006

Latest Period

  6 months Annualized 7/31/2006

Occupancy

  77.40%

ADR

  $258.75

REVPAR

  $200.29

UW Occupancy

  74.0%

UW ADR

  $258.00

UW REVPAR

  $190.92

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

38


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Four Seasons Resort and Club – Dallas, TX

 

  The Loan.    The Mortgage Loan (the “Four Seasons Resort and Club – Dallas, TX Loan”) is secured by a first mortgage encumbering a 357-room, with 40 rooms under construction, Class “A” full-service hotel located in Irving, Texas. The Four Seasons Resort and Club – Dallas, TX Loan was originated on August 31, 2006, and has a principal balance as of the Cut-Off Date of $183,000,000. The Four Seasons Resort and Club – Dallas, TX Loan is split into a pooled component (the “Four Seasons – Dallas, TX Pooled Component”), with a principal balance of $175,000,000, representing 4.9% of the Cut-Off Date Pool Balance, that supports distributions on the certificates (other than the Class FS Certificates) and a non-pooled component (the “Four Seasons – Dallas, TX Non-Pooled Component”), with a principal balance of $8,000,000, that supports only the Class FS Certificates, which are not being offered pursuant to the Prospectus Supplement. The Four Seasons Resort and Club – Dallas, TX Loan provides for interest-only payments for the entire loan term.

The Four Seasons Resort and Club – Dallas, TX Loan has a remaining term of 119 months and matures on September 11, 2016. The Four Seasons Resort and Club – Dallas, TX Loan may be prepaid on or after May 11, 2016, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is BF Las Colinas, LP, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Four Seasons Resort and Club – Dallas, TX Loan. The sponsors are GFW Trust and GFW II Trust, which are both affiliates of Bentley Forbes Holdings LLC.

Bentley Forbes Holdings LLC is a privately owned commercial real estate investment company focused on the acquisition, disposition and management of both single tenant and multi-tenant commercial real estate properties throughout the United States. Four of their recent acquisitions in Texas include: AmeriCredit, a three-story Class “A” office building totaling approximately 250,000 square feet in Arlington; Budget Group, Inc., a single tenant office totaling approximately 69,300 square feet in North Dallas; Preston Commons, a multi-tenant class “A” three building property totaling approximately 418,604 square feet in Dallas; and Sterling Plaza a multi-tenant 19-story Class “A” property totaling approximately 302,747 square feet in Dallas. Additionally, Bentley Forbes recently acquired the approximately 2.2 million square foot Prudential Plaza Towers in Chicago. The company’s acquisitions focus is on office, industrial and retail property types. The company owns a commercial real estate portfolio of over 60 properties with an estimated aggregate market value exceeding $1 billion.

 

  The Property.    The Mortgaged Property is a 9-story, class “A” full-service hotel located in Irving, Texas encompassing a gross building area of approximately 557,620 square feet. Since its construction in 1986, Four Seasons Resort and Club – Dallas, TX has been recognized as a unique luxury asset and is currently one of the five AAA Five Diamond rated hotels in Texas. The Mortgaged Property includes such amenities as an award winning spa with 16 treatment rooms, approximately 34,370 square feet of meeting space, four swimming pools, six upscale restaurants/lounges, a private country club with approximately 1,600 members, an approximately 176,000 square foot state of the art sports facility, two championship golf courses (TPC and Cottonwood Valley) and the Byron Nelson Golf School. Since 1986, the golf course has hosted the annual Byron Nelson Open which is a part of the PGA tour and draws an estimated 250,000 visitors to the Mortgaged Property each year. Other amenities include both indoor and outdoor tennis facilities, racquetball and squash courts. The Mortgaged Property underwent renovation from 1999 to 2005 including construction of a ballroom and additional parking garage, renovation of the primary restaurant cafe, locker room renovation, construction of the spa and salon, clubhouse renovation, and meeting space renovation. The hotel has just completed a renovation that has added an additional 40 villa rooms adjacent to the 18th hole on the TPC golf course. As of July 22, 2006, the trailing 12-month occupancy rate for the Mortgaged Property was approximately 74.3%.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

39


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Four Seasons Resort and Club – Dallas, TX

 

  Partial Release.    The borrower may cause the release of an approximately 7.7 acre parcel of unimproved land. If the parcel is released to a third party during the first 24 months from origination, the related Mortgage Loan documents require a pay-down of the Four Seasons Resort and Club – Dallas, TX Loan sufficient to provide a maximum 80.0% LTV ratio on the remaining Mortgaged Property.

Additionally, the borrower may release parcels of land not exceeding approximately 9 acres that generally contain one of the pools for the Mortgaged Property and several tennis courts. The borrower must construct at its own cost, exclusive of any Reserve Funds, replacement improvements of quality, size, function, fit and finish equal to, or greater than, the improvements located on the parcel being released as of origination, all as reasonably acceptable to the mortgagee. Such improvements shall be located on the Mortgaged Property in a configuration, proximity and convenience at least comparable to such locations as the replacement improvements. Said release shall be accompanied with a payment of 120% of the appraised value if before September 11, 2008 (110% if released after September 11, 2008) plus any applicable prepayment penalty.

 

  Ground Lease.    The Mortgaged Property is subject to a ground lease for approximately 96 acres of the Mortgaged Property. The ground lease expires in December of 2010 and includes two extension options, the first for 10 years and the second for 16 years.

 

  Lockbox Account.    All revenue with respect to the Mortgaged Property will be deposited into a borrower-designated lockbox account.

 

  Management.    Four Seasons Hotels Limited (“Four Seasons”) is the property manager for the Mortgaged Property securing the Four Seasons Resort and Club – Dallas, TX Loan. Founded in 1960, Four Seasons has followed a targeted course of expansion, opening hotels in major city centers and desirable resort destinations around the world. The company manages 70 luxury hotels and resorts in more than 30 countries. The majority of the properties are operated under the Four Seasons name, with others under the Regent Hotels name. Four Seasons Hotels, Inc. is publicly-traded (NYSE: FS; Toronto: FSH) and has a market capitalization of $2.08 billion as of July 20, 2006.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

40


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

311 South Wacker

 

 

LOGO   LOGO
  LOGO
LOGO   LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

41


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

311 South Wacker

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

42


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

311 South Wacker

 

Loan Information

Mortgage Loan Seller

      Wachovia

Cut-Off Date Balance

    $ 158,600,000

Percentage of Cut-Off Date Pool Balance

    4.4%

Number of Mortgage Loans

      1

Loan Purpose

      Acquisition

Sponsors

  Mark Karasick, Fremont Capital, Shorenstein
Realty Investors

Type of Security

      Fee

Mortgage Rate

      6.570%

Maturity Date

      August 11, 2016

Amortization Type

      Balloon

Interest Only Period

      60

Original Term / Amortization

      120 / 360

Remaining Term / Amortization

    118 / 360

Lockbox

      Yes
   

Up-Front Reserves

     

Insurance

  Yes    

TI/LC(1)

  $20,000,000    

Debt Service Reserve(1)

  $2,000,000    

Outstanding Tenant Allowance(2)

  $15,397,739    

Free Rent

  $6,028,632    
   

Ongoing Annual Reserves

     

Tax/Insurance

  Yes    

Replacement(3)

  $128,100    

TI/LC(4)

  $640,500    
   

Additional Financing(5)

  Pari Passu Debt     $85,400,000
   
         Pari Passu Notes(6)

Cut-Off Date Balance

      $244,000,000

Cut-Off Date Balance/SF

      $190

Cut-Off Date LTV

      79.5%

Maturity Date LTV

      74.9%

UW DSCR on NCF

        1.20x
(1) Funds will be released to the borrower for the payment of tenant improvement and leasing commission costs. Any unused portion of the TI/LC reserve or the debt service reserve will be released to the borrower upon the achievement of a DSC ratio of at least 1.20x for four consecutive quarters.
(2) Escrow funded upfront for the landlord’s currently outstanding TI/LC obligations with respect to certain recently signed leases.
(3) Annual deposits of $128,100 to the replacement reserve commence in August 2010.
(4) Annual deposits of $640,500 to the TI/LC reserve commence in August 2010, and are capped at $2,000,000.
(5) Future mezzanine debt is permitted subject to a combined maximum LTV ratio of 75.0% and a combined minimum DSC ratio of 1.20x as described in the related Mortgage Loan documents.
(6) LTV ratios, DSC ratio and Cut-Off Date Balance/SF were derived based upon the aggregate indebtedness of or debt service on the 311 South Wacker Loan and the 311 South Wacker Pari Passu Companion Loan.

 

Property Information

Number of Mortgaged Properties

     1

Location

     Chicago, IL

Property Type

     Office – CBD

Size (SF)

     1,281,000

Occupancy as of August 1, 2006

     71.3%

Year Built / Year Renovated

     1990 / 2001

Appraised Value

   $ 307,000,000

Property Management

     CB Richard Ellis, Inc.

UW Economic Occupancy

     90.0%

UW Revenues

     $50,273,176

UW Total Expenses

     $25,991,193

UW Net Operating Income (NOI)

     $24,281,983

UW Net Cash Flow (NCF)

     $22,325,965

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

43


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

311 South Wacker

 

Tenant Summary
Tenant   Ratings*
Moody's/S&P/Fitch
  Net
Rentable
Area (SF)
  % of Net
Rentable
Area
    Base Rent
PSF
  Annual
Base Rent
  % of Total
Annual
Base Rent
    Lease
Expiration

Major Tenants

               

Freeborn & Peters LLP

  NR/NR/NR   109,977   8.6 %   $ 21.75   $ 2,392,000   11.3 %   November 2022

Duff & Phelps, LLC

  NR/NR/NR   81,996   6.4     $ 19.48     1,597,282   7.5     September 2021

First Industrial Realty Trust

  NR/BBB/BBB   66,064   5.2     $ 14.25     941,412   4.4     June 2018

CB Richard Ellis

  Ba1/BB+/NR   45,274   3.5     $ 22.50     1,018,503   4.8     November 2014

Reuters

  A3/A-/A-   44,808   3.5     $ 20.50     918,564   4.3     May 2008
                               

Total Major Tenants

    348,119   27.2 %   $ 19.73   $ 6,867,761   32.3 %    

Non-Major Tenants

    565,078   44.1     $ 25.43     14,367,233   67.7      
                               

Occupied Total

    913,197   71.3 %   $ 23.25   $ 21,234,994   100.0 %    
                         

Vacant Space

    367,803   28.7            
                       

Property Total

    1,281,000   100.0 %          
                                     
* Certain ratings are those of the parent whether or not the parent guarantees the lease.

 

Lease Expiration Schedule  
Year    # of Leases
Expiring
   WA Base
Rent/SF
Expiring
   Total SF
Expiring
   % of Total
SF Expiring*
    Cumulative % of SF
Expiring*
    % of Base
Rent Expiring*
   

Cumulative % of
Base Rent

Expiring*

 

2006

   6    $ 10.90    34,240    2.7 %   2.7 %   1.8 %   1.8 %

2007

   3    $ 18.92    31,432    2.5 %   5.1 %   2.8 %   4.6 %

2008

   10    $ 22.28    91,106    7.1 %   12.2 %   9.6 %   14.1 %

2009

   10    $ 32.33    79,529    6.2 %   18.4 %   12.1 %   26.2 %

2010

   9    $ 34.19    86,942    6.8 %   25.2 %   14.0 %   40.2 %

2011

   9    $ 30.01    57,298    4.5 %   29.7 %   8.1 %   48.3 %

2012

   6    $ 25.24    38,073    3.0 %   32.7 %   4.5 %   52.8 %

2013

   1    $ 44.00    4,083    0.3 %   33.0 %   0.8 %   53.7 %

2014

   4    $ 23.40    80,411    6.3 %   39.3 %   8.9 %   62.6 %

2015

   6    $ 15.76    61,257    4.8 %   44.1 %   4.5 %   67.1 %

2016

   4    $ 25.80    79,667    6.2 %   50.3 %   9.7 %   76.8 %

Thereafter

   11    $ 18.32    269,159    21.0 %   71.3 %   23.2 %   100.0 %

Vacant

   0      NA    367,803    28.7 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

44


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

311 South Wacker

 

  The Loan.    The Mortgage Loan (the “311 South Wacker Loan”) is secured by a first deed of trust encumbering an office building located in Chicago, Illinois. The 311 South Wacker Loan represents approximately 4.4% of the Cut-Off Date Pool Balance. The 311 South Wacker Loan was originated on August 10, 2006 and has a principal balance as of the Cut-Off Date of $158,600,000. The 311 South Wacker Loan, which is evidenced by a pari passu note, dated August 10, 2006, is a portion of a whole loan with an original principal balance of $244,000,000. The other loan related to the 311 South Wacker Loan is evidenced by a separate note, dated August 10, 2006 (the “311 South Wacker Pari Passu Loan” and together with the 311 South Wacker Loan, the “311 South Wacker Whole Loan”), with an original principal balance of $85,400,000. The 311 South Wacker Pari Passu Loan will not be an asset of the Trust Fund. The 311 South Wacker Loan and the 311 South Wacker Pari Passu Loan are governed by an intercreditor and servicing agreement and will be serviced pursuant to the terms of the pooling and servicing agreement, as described in the Prospectus Supplement under “Description of the Mortgage Pool—Co-Lender Loans”. The 311 South Wacker Loan provides for interest-only payments for the first 60 months of its term, and thereafter fixed monthly payments of principal and interest.

The 311 South Wacker Loan has a remaining term of 118 months and matures on August 11, 2016. The 311 South Wacker Loan may be prepaid on or after September 11, 2013, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is 311 South Wacker LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 311 South Wacker Loan. The sponsors of the borrower are the Shorenstein Company, Fremont Group and Mark Karasick. Shorenstein Realty Investors Seven, L.P. (“Shorenstein”) was formed in 2003 with $775 million of committed capital, including $75 million committed by the Shorenstein Company. Shorenstein pursues a strategy of buying large, management-intensive office properties in major U.S. markets. Since 1992, Shorenstein has sponsored a series of closed-end real estate funds that have acquired and developed more than 16 million square feet of class “A” office properties. Fremont Group is a San Francisco-based private investment company that makes investments through its four business lines: Fremont Partners, Fremont Public Opportunities, Fremont Realty Capital, and Fremont Ventures. The company’s Fremont Partners unit targets established firms valued around $1 billion, usually investing about $75 million per transaction. Fremont Ventures provides early-stage financing ranging between $3 million and $7 million to technology firms, and typically takes an ownership stake in its investments. Fremont Public Opportunities invests in publicly traded companies. Fremont Real Estate joins joint ventures or real estate operating firms to invest in and manage residential and commercial properties. Mark Karasick is a private investor in the real-estate industry who owns interests in approximately 11 million square feet of commercial property across the United States.

 

  The Property.    The Mortgaged Property is an approximately 1,281,000 square foot office building situated on approximately 1.0 acre. The Mortgaged Property was constructed in 1990 and renovated in 2001. The Mortgaged Property is located in Chicago, Illinois. As of August 1, 2006, the occupancy rate for the Mortgaged Property securing the 311 South Wacker Loan was approximately 71.3%.

The largest tenant is Freeborn & Peters LLP (“Freeborn & Peters”), occupying approximately 109,977 square feet, or approximately 8.6% of the net rentable area. Freeborn & Peters is a Chicago-based law firm comprised of over 120 attorneys with a practice platform that includes litigation, business law, bankruptcy, reorganization and creditors’ rights, government relations and regulatory law. Freeborn & Peters provides legal services to a broad range of clients, from entrepreneurs to Fortune 500 companies. The Freeborn & Peters lease expires in November 2022. The second largest tenant is Duff & Phelps, LLC (“Duff & Phelps”), occupying approximately 81,996 square feet, or approximately 6.4% of the

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

45


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

311 South Wacker

 

net rentable area. Duff & Phelps is a leading independent financial advisory firm, offering a broad range of consulting and investment banking services, including financial reporting and tax valuation, fixed asset and real estate consulting, M&A advisory, fairness and solvency opinions, ESOP and ERISA advisory services, legal business solutions and dispute consulting. The Duff & Phelps lease expires in September 2021. The third largest tenant is First Industrial Realty Trust (NYSE: FR) (“First Industrial”), occupying approximately 66,064 square feet, or approximately 5.2% of the net rentable area. First Industrial is a self-administered and fully integrated real estate company, which owns, manages, acquires, sells, develops and redevelops industrial real estate. As of June 30, 2006 the First Industrial portfolio consisted of approximately 421 light industrial properties, approximately 153 research & development/flex properties, approximately 171 bulk warehouses, approximately 93 regional warehouse properties and approximately 26 manufacturing properties. As of October 3, 2006, First Industrial was rated “BBB” (S&P) and “BBB” (Fitch). The First Industrial lease expires in June 2018.

 

  Lockbox Account.    All tenant payments due under the applicable leases are deposited into a mortgagee-designated lockbox account.

 

  Management.    CB Richard Ellis, Inc. (“CBRE”) is the property manager for the Mortgaged Property securing the 311 South Wacker Loan. CBRE is the world’s largest commercial real estate services company with operations in 35 countries. CBRE oversees more than 522 million square feet of commercial property space.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

46


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

RLJ Hotel Pool

 

LOGO

 

LOGO

 

LOGO

  

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

   LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

47


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

RLJ Hotel Pool

 

LOGO

 

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

48


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

RLJ Hotel Pool

 

Loan Information

Mortgage Loan Seller

    Wachovia

Cut-Off Date Balance

    $146,092,500

Percentage of Cut-Off Date Pool Balance

  4.1%

Number of Mortgage Loans

    1

Loan Purpose

    Acquisition

Sponsor

    Robert L. Johnson

Type of Security

    Fee

Partial Defeasance(1)

    Yes

Mortgage Rate

    6.294%

Maturity Date

    July 1, 2016

Amortization Type

    Balloon

Interest Only Period

    42

Original Term / Amortization

    120 / 360

Remaining Term / Amortization

    117 / 360

Lockbox

    Yes
   

Up-Front Reserves

     

Tax/Insurance

  Yes    
   

Ongoing Annual Reserves

     

Tax/Insurance

  Yes    

FF&E(2)

  Springing    
   

Additional Financing(3)

  Pari Passu Debt   $358,456,370
   
         Pari Passu
Notes(4)

Cut-Off Date Balance

    $504,548,870

Cut-Off Date Balance/Room

    $92,936

Cut-Off Date LTV

    68.9%

Maturity Date LTV

    63.1%

UW DSCR on NCF

      1.37x
(1) Release of individual Mortgaged Properties is permitted subject to partial defeasance as detailed further within the release paragraph found at the end of this RLJ Hotel Pool section.
(2) Monthly deposits to the FF&E escrow account will be required upon an event of default as specified in the related Mortgage Loan documents.
(3) Future mezzanine debt is permitted subject to a combined maximum LTV ratio of 80.0% and a combined minimum DSC ratio of 1.30x as described in the related Mortgage Loan documents.
(4) LTV ratios, DSC ratio and Cut-Off Date Balance/Room were derived based upon the aggregate indebtedness of or debt service on the RLJ Hotel Pool Loan and the RLJ Hotel Pool Pari Passu Companion Loans.
(5) Trailing 12-month occupancy.

 

Property Information

Number of Mortgaged Properties

    43

Location

    Various

Property Type

    Hospitality — Various

Size (Rooms)

    5,429

Occupancy as of April 30, 2006(5)

    72.5%

Year Built / Year Renovated

    Various / NA

Appraised Value

  $ 732,600,000

Property Management

    White Lodging Services Corporation

UW Economic Occupancy

    72.9%

UW Revenues

    $183,819,220

UW Total Expenses

    $124,884,215

UW Net Operating Income (NOI)

    $58,935,005

UW Net Cash Flow (NCF)

    $51,147,635

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

49


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

RLJ Hotel Pool

 

RLJ Hotel Pool Summary      
Property Name    Allocated Cut-Off
Date Balance
   Specific
Property Type
   Year
Built
   Rooms    Allocated Cut-
Off Date Balance
Per Room
   Value Per
Room
   ADR
Index*
   Occupancy
Index*
   Rev Par
Index*

Residence Inn – Plantation, FL

   $ 20,159,451    Extended Stay    1996    138    $ 146,083    $ 189,130    111.8%    115.8%    129.4%

Residence Inn – Houston, TX

     17,797,340    Extended Stay    1994    146    $ 121,900    $ 154,110    99.1%    110.8%    109.8%

Residence Inn – Round Rock, TX

     11,692,000    Extended Stay    1999    96    $ 121,792    $ 151,042    129.9%    123.3%    160.2%

Residence Inn – Austin, TX

     11,601,339    Extended Stay    1996    84    $ 138,111    $ 189,286    121.2%    106.7%    129.4%

Residence Inn – Pontiac, MI

     10,615,884    Extended Stay    1998    114    $ 93,122    $ 124,561    102.1%    121.2%    123.8%

Residence Inn – Schaumberg, IL

     10,469,820    Extended Stay    2001    125    $ 83,759    $ 125,600    114.2%    117.4%    134.0%

Residence Inn – Louisville, CO

     8,522,783    Extended Stay    2000    88    $ 96,850    $ 140,909    119.4%    96.4%    115.2%

Residence Inn – Fishers, IN

     8,425,932    Extended Stay    1996    78    $ 108,025    $ 144,872    110.7%    125.7%    139.1%

Residence Inn – Sugarland, TX

     7,581,416    Extended Stay    1997    78    $ 97,198    $ 124,359    123.3%    134.1%    165.3%

Residence Inn – Merrillville, IN

     7,189,000    Extended Stay    1996    78    $ 92,167    $ 120,513    104.9%    121.9%    127.8%

Residence Inn – Austin, TX II

     6,927,722    Extended Stay    1996    66    $ 104,965    $ 139,394    136.7%    122.2%    167.1%

Residence Inn – South Bend, IN

     3,427,553    Extended Stay    1988    80    $ 42,844    $ 71,250    91.2%    130.2%    118.8%
                                    
     $ 124,410,240          1,171    $ 106,243    $ 142,272    113.5%    117.1%    133.0%
                                    

Courtyard – Salt Lake City, UT

   $ 18,369,211    Limited Service    1999    154    $ 119,281    $ 150,000    117.5%    113.7%    133.6%

Courtyard – Austin, TX

     12,682,922    Limited Service    1996    102    $ 124,342    $ 157,843    131.1%    116.3%    152.4%

Courtyard – Tampa, FL

     10,732,500    Limited Service    1997    90    $ 119,250    $ 148,889    125.4%    98.5%    123.4%

Courtyard – Fort Wayne, IN

     9,817,938    Limited Service    1989    142    $ 69,140    $ 96,479    122.7%    142.3%    174.5%

Courtyard – Louisville, KY

     9,550,752    Limited Service    2004    114    $ 83,779    $ 135,088    104.6%    95.1%    99.5%

Courtyard – Merrillville, IN

     9,243,000    Limited Service    1987    112    $ 82,527    $ 107,143    117.6%    110.9%    130.5%

Courtyard – Sugarland, TX

     8,341,000    Limited Service    1997    112    $ 74,473    $ 87,500    123.4%    99.5%    122.8%

Courtyard – Mesquite, TX

     7,314,000    Limited Service    1998    101    $ 72,416    $ 94,059    132.0%    114.7%    151.4%

Courtyard – Mishawaka, IN

     7,100,000    Limited Service    1995    78    $ 91,026    $ 121,795    112.1%    113.8%    127.6%

Courtyard – Pontiac, MI

     6,985,155    Limited Service    1998    110    $ 63,501    $ 91,818    104.7%    91.8%    96.1%

Courtyard – Valparaiso, IN

     4,740,705    Limited Service    1985    111    $ 42,709    $ 69,369    109.4%    104.6%    114.4%

Courtyard – Benton Harbor, MI

     2,623,661    Limited Service    1988    98    $ 26,772    $ 67,347    89.2%    93.8%    83.7%
                                    
     $ 107,500,844          1,324    $ 81,194    $ 110,952    118.4%    109.9%    130.7%
                                    

Mariott – Denver, CO

   $ 39,579,000    Full Service    2003    279    $ 141,860    $ 180,645    113.0%    123.3%    139.3%

Mariott – Bedford Park, IL

     28,331,012    Full Service    2002    200    $ 141,655    $ 192,500    119.5%    102.0%    121.9%

Mariott – Austin, TX

     22,282,423    Full Service    2001    211    $ 105,604    $ 160,664    115.2%    108.6%    125.0%

Mariott – Pontiac, MI

     13,955,762    Full Service    2000    290    $ 48,123    $ 128,966    97.3%    93.7%    91.2%
                                    
     $ 104,148,197          980    $ 106,274    $ 163,469    113.1%    110.4%    125.1%
                                    

Renaissance – Plantation, FL

   $ 25,635,937    Full Service    2002    250    $ 102,544    $ 169,200    120.6%    107.5%    129.7%

Renaissance – Broomfield, CO

     19,036,914    Full Service    2002    232    $ 82,056    $ 187,931    106.1%    102.5%    108.8%
                                    
     $ 44,672,851          482    $ 92,682    $ 178,216    114.4%    105.4%    120.8%
                                    

Fairfield Inn & Suites – Brandon, FL

   $ 10,181,353    Limited Service    1997    107    $ 95,153    $ 114,953    116.7%    100.1%    116.8%

Fairfield Inn & Suites –Merrillville, IN

     7,560,000    Limited Service    1990    113    $ 66,903    $ 82,301    109.4%    104.6%    114.4%

Fairfield Inn & Suites –Austin, TX

     4,345,000    Limited Service    1989    63    $ 68,968    $ 87,302    132.6%    100.0%    132.7%

Fairfield Inn & Suites –Valparaiso, IN

     2,291,000    Limited Service    1996    63    $ 36,365    $ 50,794    94.4%    93.7%    88.4%
                                    
     $ 24,377,353          346    $ 70,455    $ 87,572    115.2%    100.8%    116.2%
                                    

Hampton Inn – Bedford Park, IL

   $ 16,734,819    Limited Service    1990    170    $ 98,440    $ 152,941    110.0%    103.3%    113.6%

Hampton Inn – Merrillville, IN

     5,846,000    Limited Service    1995    64    $ 91,344    $ 117,188    124.9%    127.7%    159.5%
                                    
     $ 22,580,819          234    $ 96,499    $ 143,162    113.8%    109.6%    125.5%
                                    

Springhill Suites – Austin, TX

   $ 12,191,688    Extended Stay    2000    152    $ 80,208    $ 110,526    111.4%    121.6%    135.4%

Springhill Suites – Schaumberg, IL

     10,233,874    Extended Stay    2001    132    $ 77,529    $ 124,242    121.2%    108.1%    131.1%
                                    
     $ 22,425,562          284    $ 78,963    $ 116,901    115.8%    115.5%    133.4%
                                    

Holiday Inn Express – Bedford Park, IL

   $ 13,032,183    Limited Service    1999    104    $ 125,309    $ 157,692    114.5%    117.0%    134.0%

Holiday Inn Express – Merrilville, IN

     5,214,000    Limited Service    1995    62    $ 84,097    $ 109,677    120.8%    118.2%    142.8%

Holiday Inn Select – Grand Rapids, MI

     4,098,499    Full Service    2003    148    $ 27,693    $ 61,486    95.8%    116.9%    112.0%
                                    
     $ 22,344,682          314    $ 71,161    $ 102,866    112.6%    117.3%    132.0%
                                    

Hilton Garden Inn – Bedford Park, IL

   $ 21,650,627    Limited Service    2005    174    $ 124,429    $ 172,989    101.1%    99.8%    100.8%
                                    

Sleep Inn – Bedford Park, IL

   $ 10,437,695    Limited Service    1995    120    $ 86,981    $ 113,333    132.6%    100.0%    132.7%
                                    

Total/Weighted Average

   $ 504,548,870          5,429    $ 92,936    $ 134,942    114.6%    110.9%    127.2%
                                                    
* RLJ Hotel Pool Properties ADR, Occupancy and RevPAR information obtained from Smith Travel Research (‘‘STR’’) Reports as of April 2006 with the exception of Holiday Inn Select Grand Rapids, for which the STR Report is dated March 2006.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

50


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

RLJ Hotel Pool

 

RLJ Hotel Pool Financial Performance Summary
     2003   2004   2005   Trailing 12-Month April 2006   Underwritten
Property Name   ADR   Occupancy   Rev Par   ADR   Occupancy   Rev Par   ADR   Occupancy   Rev Par   ADR   Occupancy   Rev Par   ADR   Occupancy   Rev Par

Marriott – Denver, Co.

  $ 94.80   54.8%   $ 51.91   $ 105.09   67.5%   $ 70.98   $ 113.84   71.7%     $81.60   $ 117.47   72.4%   $ 85.03   $ 125.00   72.5%   $ 90.64

Marriott – Bedford Park, IL

  $ 107.55   67.7%   $ 72.79   $ 113.14   73.4%   $ 83.08   $ 122.54   69.3%   $ 84.91   $ 129.79   64.2%   $ 83.30   $ 150.00   75.0%   $ 112.50

Renaissance – Plantation, FL

  $ 87.88   72.9%   $ 64.03   $ 100.91   79.9%   $ 80.59   $ 118.78   77.9%   $ 92.52   $ 128.85   78.8%   $ 101.54   $ 128.85   78.8%   $ 101.54

Marriott – Austin, TX

  $ 89.41   59.9%   $ 53.53   $ 89.46   64.0%   $ 57.26   $ 100.98   67.6%   $ 68.22   $ 108.15   71.3%   $ 77.16   $ 108.15   71.4%   $ 77.16

Hilton Garden Inn –Bedford Park, IL

    N/A   N/A     N/A     N/A   N/A     N/A   $ 108.10   64.5%   $ 69.67   $ 108.40   69.4%   $ 75.20   $ 118.00   75.0%   $ 88.50

Residence Inn – Plantation, Fl

  $ 87.08   82.3%   $ 71.69   $ 97.87   86.5%   $ 84.63   $ 113.28   83.7%   $ 94.86   $ 117.04   85.8%   $ 100.43   $ 117.04   85.8%   $ 100.43

Renaissance – Bloomfield, CO

  $ 108.75   51.6%   $ 56.15   $ 111.37   64.7%   $ 72.08   $ 124.69   66.5%   $ 82.89   $ 128.32   64.4%   $ 82.62   $ 128.32   64.4%   $ 82.62

Courtyard – Salt Lake City, UT

  $ 82.72   66.7%   $ 55.17   $ 89.76   66.6%   $ 59.79   $ 88.73   75.1%   $ 66.63   $ 92.56   76.0%   $ 70.30   $ 92.56   76.0%   $ 70.30

Residence Inn Galleries –
Houston, TX

  $ 107.86   67.4%   $ 72.67   $ 103.18   56.7%   $ 58.51   $ 103.19   76.8%   $ 79.25   $ 108.70   82.9%   $ 90.13   $ 109.73   80.0%   $ 87.79

Hampton Inn – Bedford Park, IL

  $ 101.64   75.5%   $ 76.70   $ 107.95   73.3%   $ 79.11   $ 114.43   74.2%   $ 84.94   $ 116.69   74.5%   $ 86.98   $ 116.69   74.5%   $ 86.98

Marriott – Pontiac, MI

  $ 101.22   65.9%   $ 66.71   $ 107.60   60.4%   $ 64.95   $ 111.69   63.3%   $ 70.70   $ 117.97   62.5%   $ 73.76   $ 117.97   62.5%   $ 73.76

Holiday Inn Express –
Bedford Park, IL

  $ 108.37   78.7%   $ 85.25   $ 112.92   78.6%   $ 88.73   $ 123.32   78.1%   $ 96.37   $ 126.39   81.4%   $ 102.94   $ 126.39   80.0%   $ 101.11

Courtyard – Austin, TX

  $ 105.98   63.7%   $ 67.51   $ 99.31   67.8%   $ 67.37   $ 110.30   70.3%   $ 77.52   $ 112.33   73.8%   $ 82.93   $ 112.33   73.8%   $ 82.93

Springhill Suites – Austin, TX

  $ 65.72   53.0%   $ 34.83   $ 65.87   55.1%   $ 36.32   $ 81.14   68.8%   $ 55.82   $ 84.10   77.6%   $ 65.26   $ 84.10   77.6%   $ 65.26

Residence Inn –Round Rock, TX

  $ 88.31   65.6%   $ 57.96   $ 90.19   71.7%   $ 64.69   $ 97.75   80.8%   $ 78.97   $ 102.00   82.6%   $ 84.25   $ 106.41   80.0%   $ 85.13

Residence Inn – Austin, TX

  $ 93.30   77.4%   $ 72.25   $ 91.29   83.7%   $ 76.37   $ 104.61   80.3%   $ 84.01   $ 107.30   82.6%   $ 88.67   $ 107.30   82.6%   $ 88.67

Courtyard – Tampa, FL

  $ 94.31   73.3%   $ 69.13   $ 101.34   78.8%   $ 79.89   $ 110.45   76.7%   $ 84.66   $ 115.10   76.1%   $ 87.63   $ 115.10   76.1%   $ 87.63

Residence Inn – Pontiac, MI

  $ 84.73   78.1%   $ 66.14   $ 85.97   78.2%   $ 67.26   $ 87.64   81.3%   $ 71.27   $ 90.92   81.3%   $ 73.92   $ 90.92   80.0%   $ 72.73

Residence Inn – Schaumber, IL

  $ 98.82   73.5%   $ 72.68   $ 96.18   75.6%   $ 72.74   $ 99.25   83.3%   $ 82.66   $ 99.14   82.9%   $ 82.21   $ 99.14   82.9%   $ 82.21

Sleep Inn – Bedford Park, IL

  $ 82.40   77.4%   $ 63.75   $ 79.76   84.5%   $ 67.40   $ 81.16   89.8%   $ 72.87   $ 83.71   89.6%   $ 74.97   $ 83.71   89.6%   $ 74.97

Springhill Suites – Schaumber, IL

  $ 82.78   63.6%   $ 52.64   $ 83.46   67.2%   $ 56.07   $ 91.79   73.2%   $ 67.19   $ 94.19   74.3%   $ 69.98   $ 94.19   74.3%   $ 69.98

Fairfield Inn & Suites –Brandon, FL

  $ 70.90   69.8%   $ 49.47   $ 74.75   73.8%   $ 55.16   $ 83.67   77.0%   $ 64.43   $ 89.01   76.9%   $ 68.42   $ 94.49   72.0%   $ 68.04

Courtyard – Fort Wayne, IN

  $ 77.49   61.2%   $ 47.39   $ 82.09   60.6%   $ 49.75   $ 86.72   60.9%   $ 52.85   $ 86.82   64.6%   $ 56.06   $ 86.82   64.6%   $ 56.06

Courtyard – Louisville, KY

    N/A   N/A     N/A   $ 94.55   27.2%   $ 25.71   $ 91.12   54.3%   $ 49.47   $ 93.00   58.8%   $ 54.69   $ 95.98   60.0%   $ 57.59

Courtyard – Merrillville, IN

  $ 89.52   52.7%   $ 47.21   $ 96.09   57.0%   $ 54.82   $ 98.39   63.1%   $ 62.06   $ 99.86   65.3%   $ 65.24   $ 99.86   65.3%   $ 65.24

Residence Inn – Louisville, CO

  $ 94.06   64.3%   $ 60.53   $ 91.53   73.6%   $ 67.41   $ 97.97   68.3%   $ 66.95   $ 99.66   65.8%   $ 65.58   $ 99.66   65.8%   $ 65.58

Residence Inn – Fishers, IN

  $ 79.97   84.2%   $ 67.35   $ 96.52   73.1%   $ 70.58   $ 94.46   81.8%   $ 77.25   $ 94.99   82.9%   $ 78.77   $ 96.75   80.0%   $ 77.40

Courtyard – Sugarland, TX

  $ 85.24   72.3%   $ 61.60   $ 84.04   65.6%   $ 55.09   $ 87.66   70.7%   $ 61.94   $ 91.39   73.1%   $ 66.79   $ 91.39   73.1%   $ 66.79

Residence Inn – Sugarland, TX

  $ 96.04   76.8%   $ 73.77   $ 89.99   77.3%   $ 69.53   $ 94.74   84.0%   $ 79.61   $ 98.06   86.4%   $ 84.68   $ 98.06   86.4%   $ 84.68

Fairfield Inn & Suites –
Merrillville, IN

  $ 63.87   59.0%   $ 37.68   $ 66.71   58.3%   $ 38.91   $ 71.49   63.3%   $ 45.27   $ 73.74   62.5%   $ 46.05   $ 84.00   68.0%   $ 57.12

Courtyard – Mesquite, TX

  $ 80.75   61.4%   $ 49.62   $ 82.76   67.5%   $ 55.86   $ 88.58   68.7%   $ 60.83   $ 90.70   71.1%   $ 64.53   $ 90.70   71.2%   $ 64.53

Residence Inn – Merrillville, IN

  $ 93.41   76.3%   $ 71.23   $ 99.55   78.1%   $ 77.71   $ 102.03   75.8%   $ 77.35   $ 103.15   74.2%   $ 76.53   $ 103.15   74.2%   $ 76.53

Courtyard – Mishawaka, IN

  $ 93.28   69.3%   $ 64.62   $ 99.55   68.1%   $ 67.82   $ 104.04   72.6%   $ 75.56   $ 103.41   74.4%   $ 76.92   $ 103.41   72.6%   $ 75.10

Courtyard – Pontiac, MI

  $ 98.03   57.9%   $ 56.79   $ 94.38   59.4%   $ 56.06   $ 93.71   59.0%   $ 55.30   $ 95.38   62.7%   $ 59.81   $ 95.38   62.0%   $ 59.13

Residence Inn II – Austin, TX

  $ 88.68   63.7%   $ 56.46   $ 86.97   73.7%   $ 64.13   $ 97.64   80.8%   $ 78.91   $ 103.35   83.2%   $ 86.03   $ 103.35   83.2%   $ 86.03

Hampton Inn – Merrillville, IN

  $ 81.62   64.8%   $ 52.88   $ 86.70   64.9%   $ 56.25   $ 91.75   73.8%   $ 67.68   $ 93.49   75.4%   $ 70.50   $ 93.49   75.4%   $ 70.50

Holiday Inn – Merrillville, IN

  $ 84.32   71.2%   $ 60.05   $ 86.44   68.6%   $ 59.30   $ 89.77   71.3%   $ 63.97   $ 92.40   72.1%   $ 66.62   $ 92.40   72.1%   $ 66.62

Courtyard – Valparaleo, IN

  $ 72.25   51.1%   $ 36.89   $ 79.04   53.2%   $ 42.04   $ 75.22   59.6%   $ 44.81   $ 75.51   59.3%   $ 44.80   $ 75.51   59.3%   $ 44.80

Fairfield Inn & Suites –
Austin, TX

  $ 65.94   54.1%   $ 35.70   $ 61.03   62.9%   $ 38.37   $ 76.86   69.5%   $ 53.40   $ 82.47   69.8%   $ 57.60   $ 85.60   70.0%   $ 59.92

Holiday Inn Select –
Grand Rapids, MI

  $ 77.79   29.9%   $ 23.29   $ 71.69   59.0%   $ 42.31   $ 73.04   66.4%   $ 48.50   $ 72.26   69.5%   $ 50.19   $ 72.26   69.5%   $ 50.19

Residence Inn –South Bend, IN

  $ 80.15   75.2%   $ 60.24   $ 80.03   82.3%   $ 65.86   $ 88.11   81.8%   $ 72.07   $ 90.15   79.0%   $ 71.21   $ 90.15   79.0%   $ 71.21

Courtyard – Benton Harbor, MI

  $ 75.45   55.8%   $ 42.11   $ 78.86   56.2%   $ 44.35   $ 81.56   48.1%   $ 39.23   $ 82.14   53.7%   $ 44.14   $ 82.14   53.7%   $ 44.14

Fairfield Inn & Suites –Valpaiso, IN

  $ 66.93   63.2%   $ 42.32   $ 71.22   57.1%   $ 40.64   $ 68.97   61.5%   $ 42.39   $ 70.15   57.4%   $ 40.24   $ 73.25   63.0%   $ 46.12
   

Average

  $ 87.54   65.9%   $ 58.07   $ 90.17   67.9%   $ 61.56   $ 96.40   71.8%   $ 69.47   $ 102.93   72.5%   $ 74.74   $ 104.95   72.9%   $ 76.74
* RLJ Hotel Pool Proportion ADR, Occupancy and RevPAR information obtained from Smith Travel Research (“STR”) Reports as of April 2006 with the exception of Holiday Inn Select Grand Rapids, for which the STR Report is dated March 2006.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

51


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

RLJ Hotel Pool

 

  The Loan.    The Mortgage Loan (the “RLJ Hotel Pool Loan”) is secured by a first mortgage encumbering 43 full-service, limited-service and extended stay hotels. The RLJ Hotel Pool Loan represents approximately 4.1% of the Cut-Off Date Pool Balance. The RLJ Hotel Pool Loan was originated on June 14, 2006 and has a principal balance as of the Cut-Off Date of $146,092,500. The RLJ Hotel Pool Loan, which is evidenced by a pari passu note, dated June 14, 2006, is a portion of a whole loan with an original principal balance of $504,548,870. The other loans related to the RLJ Hotel Pool Loan are evidenced by seven separate pari passu notes, each dated June 14, 2006 (the “RLJ Hotel Pool Pari Passu Companion Loans”), with an original aggregate principal balance of $358,456,370. The RLJ Hotel Pool Pari Passu Companion Loans will not be assets of the Trust Fund. The RLJ Hotel Pool Pari Passu Companion Loans and the RLJ Hotel Pool Loan are governed by an intercreditor and servicing agreement and will be serviced pursuant to the terms of the pooling and servicing agreement relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27 transaction, as described under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in the Prospectus Supplement. The RLJ Hotel Pool Loan provides for interest-only payments for the first 42 months of its term, and thereafter, fixed monthly payments of principal and interest.

The RLJ Hotel Pool Loan has a remaining term of 117 months and matures on July 1, 2016. The RLJ Hotel Pool Loan may be prepaid on or after August 1, 2013, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrowers.    The borrowers consist of 42 separate special purpose entities. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the RLJ Hotel Pool Loan. The sponsor of the borrowers is Robert L. Johnson. Mr. Johnson is the founding Chairman and CEO of Black Entertainment Television and has served on the Board of Directors of Hilton Hotels Corporation and U.S. Airways.

 

  The Properties.    The Mortgaged Properties consist of 43 full-service, limited-service and extended stay hotels containing, in the aggregate, approximately 5,429 rooms. Based upon the trailing 12-month period ending April 30, 2006, the average occupancy rate for the properties securing the RLJ Hotel Pool Loan was approximately 72.5%.

 

  Substitution.    The borrowers may substitute properties of like kind and quality subject to certain criteria including franchise name, geographic diversity and a no downgrade letter from the Rating Agencies with respect to substitutions of the 10 largest Mortgaged Properties as well as if greater than 10.0% of the portfolio in the aggregate are being substituted.

 

  Release.    The release of an individual property will be permitted subject to a defeasance amount equal to 120% of the outstanding principal balance of the allocated loan amount with respect to each of the 10 largest properties. With respect to the balance of the properties, the release price percentage of the outstanding principal balance of the allocated loan amount of such property will be equal to the amounts set forth below.

 

Applicable Loan Amount Prepaid    Release Price
Percentage
 

0-5%

   105 %

Greater than 5% - 15%

   110 %

Greater than 15% - 20%

   115 %

Greater than 20%

   120 %

 

  Lockbox Account.    All tenant payments due under the applicable leases are deposited into a mortgagee-designated lockbox account.

 

  Management.    White Lodging Services Corporation (“White Lodging”) is the property manager for the Mortgaged Properties securing the RLJ Hotel Pool Loan. Established in 1985 and headquartered in Merrillville, Indiana, White Lodging is a fully integrated hotel ownership, development and operating company with a current portfolio consisting of 106 Marriott, Renaissance, Radisson, Hilton and Intercontinental-branded hotels in thirteen states.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

52


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

500-512 Seventh Avenue

 

LOGO

LOGO

 

LOGO

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

53


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

500-512 Seventh Avenue

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

54


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

500-512 Seventh Avenue

 

Loan Information     

Mortgage Loan Seller

       Wachovia

Cut-Off Date Balance

       $136,918,271

Percentage of Cut-Off Date Pool Balance

  3.8%

Number of Mortgage Loans

     1

Loan Purpose

       Refinance

Sponsors

  Jacob Chetrit, Joseph Moinian and Edward
J. Minskoff Equities, Inc.

Type of Security

       Leasehold

Mortgage Rate

       5.7063636%

Maturity Date

       July 11, 2016

Amortization Type

       Balloon

Interest Only Period

       None

Original Term / Amortization

     120 / 300

Remaining Term / Amortization

     117 / 297

Lockbox

       Yes
   

Up-Front Reserves

        

Tax/Insurance

  Yes       

Engineering

  $15,410       

Ground Rent

  $81,250       

Free Rent(1)

  $695,160       

Outstanding TI/LC(2)

  $2,344,842       
   

Ongoing Annual Reserves

      

Tax/Insurance

  Yes       

Replacement

  $233,929       

TI/LC(3)

  $877,235       

Ground Rent

  $487,500       

Free Rent(1)

  $568,361       
   

Additional Financing

  Pari Passu Debt      $136,918,272
    B-Note      $24,919,697
    Mezzanine Debt      $24,959,789
   
          Pari Passu
Notes(4)
 

Whole
Mortgage

Loan

Cut-Off Date Balance

     $273,836,543   $298,756,240

Cut-Off Date Balance/SF

     $234   $255

Cut-Off Date LTV

     68.5%   74.7%

Maturity Date LTV

     52.7%   57.8%

UW DSCR on NCF

       1.17x   1.06x
(1) Established for future iVillage free rent beginning January 2014 through the end of their lease term in April 2015. At origination $695,160 was funded into the Free Rent escrow. Beginning in January 2009 prior to the start of the free rent period in January 2014, the borrower is required to fund this escrow on a monthly basis.
(2) Funds were escrowed for existing landlord TI/LC obligations.
(3) Ongoing annual TI/LC reserve is capped at $1,500,000.
(4) LTV ratios, DSC ratios and Cut-Off Date Balance/SF were derived based upon the aggregate indebtedness of or debt service on the 500-512 Seventh Avenue Loan and the 500-512 Seventh Avenue Pari Passu Companion Loan.

 

Property Information

Number of Mortgaged Properties

   1

Location

   New York, NY

Property Type

   Office - CBD

Size (SF)

   1,169,647

Occupancy as of June 1, 2006

   95.7%

Year Built / Year Renovated

   1921 / 2000

Appraised Value

   $400,000,000

Property Management

   Newmark & Company Real
Estate, Inc.

UW Economic Occupancy

   94.8%

UW Revenues

   $39,572,738

UW Total Expenses

   $13,822,539

UW Net Operating Income (NOI)

   $25,750,198

UW Net Cash Flow (NCF)

   $24,113,629

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

55


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

500-512 Seventh Avenue

 

Tenant Summary

Tenant

   Ratings(1)
Moody's/S&P/Fitch
   Net
Rentable
Area (SF)
   % of Net
Rentable
Area
    Base Rent
PSF
   Annual
Base Rent
   % of Total
Annual
Base Rent
    Lease
Expiration

Major Tenants

                    

Target Corporation

   A1/A+/A+    99,700    8.5 %   $ 17.85    $ 1,779,645    5.5 %   March 2015

The New York Times Company

   Baa1/A-/A    82,822    7.1     $ 38.00      3,147,236    9.7     November 2015

iVillage, Inc.

   NR/NR/NR    56,668    4.8     $ 33.45      1,895,372    5.8     April 2015

S. Rothschild & Co. Inc.

   NR/NR/NR    49,989    4.3     $ 23.00      1,149,567    3.5     June 2014

Fleet Street Ltd.

   NR/NR/NR    42,923    3.7     $ 19.06      818,132    2.5     Multiple Spaces(2)
                                    

Total Major Tenants

      332,102    28.4 %   $ 26.47    $ 8,789,952    27.0 %    

Non-Major Tenants

      787,605    67.3     $ 30.11      23,713,846    73.0      
                                    

Occupied Total

      1,119,707    95.7 %   $ 29.03    $ 32,503,798    100.0 %    
                              

Vacant Space

      49,940    4.3              
                            

Property Total

      1,169,647    100.0 %            
                                          
(1) Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(2) Under the terms of multiple leases, approximately 7,216 square feet are leased on a month-to-month basis, approximately 33,561 square feet expire in January 2008 and approximately 2,146 square feet expire in January 2015.

 

Lease Expiration Schedule  

Year

  

# of

Leases
Expiring

   WA Base
Rent/SF
Expiring
   Total SF
Expiring
  

% of Total

SF Expiring*

   

Cumulative % of

SF Expiring*

   

% of Base

Rent Expiring*

   

Cumulative % of

Base Rent

Expiring*

 

2006

   7    $ 19.94    33,430    2.9 %   2.9 %   2.1 %   2.1 %

2007

   4    $ 23.01    26,798    2.3 %   5.1 %   1.9 %   3.9 %

2008

   11    $ 24.15    68,422    5.8 %   11.0 %   5.1 %   9.0 %

2009

   9    $ 21.79    55,985    4.8 %   15.8 %   3.8 %   12.8 %

2010

   16    $ 31.44    157,802    13.5 %   29.3 %   15.3 %   28.0 %

2011

   8    $ 35.86    97,521    8.3 %   37.6 %   10.8 %   38.8 %

2012

   6    $ 35.84    65,088    5.6 %   43.2 %   7.2 %   46.0 %

2013

   8    $ 32.77    39,675    3.4 %   46.6 %   4.0 %   50.0 %

2014

   7    $ 23.63    105,551    9.0 %   55.6 %   7.7 %   57.7 %

2015

   18    $ 29.19    391,552    33.5 %   89.1 %   35.2 %   92.8 %

2016

   3    $ 28.90    32,860    2.8 %   91.9 %   2.9 %   95.7 %

Thereafter

   6    $ 30.76    45,023    3.8 %   95.7 %   4.3 %   100.0 %

Vacant

   0      NA    49,940    4.3 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

56


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

500-512 Seventh Avenue

 

  The Loan.    The Mortgage Loan (the “500-512 Seventh Avenue Loan”) is secured by a first lien leasehold interest in an office building located in New York, New York. The 500-512 Seventh Avenue Loan represents approximately 3.8% of the Cut-Off Date Pool Balance. The 500-512 Seventh Avenue Loan was originated on July 7, 2006 and has a principal balance as of the Cut-Off Date of $136,918,271. The 500-512 Seventh Avenue Loan, which is evidenced by a pari passu note, dated July 7, 2006, is a portion of a whole loan with an original principal balance of $300,000,000. The other loans related to the 500-512 Seventh Avenue Loan are evidenced by two separate notes, each dated July 7, 2006 (the “500-512 Seventh Avenue Pari Passu Companion Loan” and the “500-512 Seventh Avenue Subordinate Companion Loan” and, collectively with the 500-512 Seventh Avenue Loan, the “500-512 Seventh Avenue Whole Loan”), with original principal balances of $137,500,000 and $25,000,000, respectively. The 500-512 Seventh Avenue Pari Passu Companion Loan and the 500-512 Seventh Avenue Subordinate Companion Loan will not be assets of the Trust Fund. The 500-512 Seventh Avenue Loan, the 500-512 Seventh Avenue Pari Passu Companion Loan and the 500-512 Seventh Avenue Subordinate Companion Loan are governed by an intercreditor and servicing agreement and will be serviced pursuant to the terms of the pooling and servicing agreement relating to the Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2006-C27 transaction, as described under ‘‘DESCRIPTION OF THE MORTGAGE POOL—Co-Lender Loans’’ in the Prospectus Supplement.

The 500-512 Seventh Avenue Loan has a remaining term of 117 months and matures on July 11, 2016. The 500-512 Seventh Avenue Loan may be prepaid on or after April 11, 2016, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is 500-512 Seventh Avenue Limited Partnership, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 500-512 Seventh Avenue Loan. The sponsors are Jacob Chetrit, Joseph Moinian and Edward J. Minskoff Equities, Inc. Mr. Moinian and Mr. Chetrit are the majority owners of the sponsorship group and are both New York City-based real estate owners and operators that own numerous office properties in Manhattan as well as additional commercial properties throughout the United States. Mr. Moinian heads the Moinian Group, which has been actively involved in greater New York commercial real estate for over 15 years, and currently owns and controls a portfolio that exceeds 20 million square feet of office, industrial, retail, residential and hotel properties throughout the United States and abroad. Mr. Chetrit heads the Chetrit Group, which has been involved in real estate for approximately 20 years. The Chetrit Group has interests in over 15 million square feet in locations such as New York, Philadelphia and Los Angeles.

 

 

The Property.    The Mortgaged Property is an approximately 1,169,647 square foot office building situated on approximately 1.2 acres. The Mortgaged Property was constructed in 1921 and renovated in 2000. The Mortgaged Property is located in New York, New York. As of June 1, 2006, the occupancy rate for the Mortgaged Property securing the 500-512 Seventh Avenue Loan was approximately 95.7%. The largest tenant is Target Corporation (“Target”), occupying approximately 99,700 square feet, or approximately 8.5% of the net rentable area. Target, the nation’s second largest discount chain, operates nearly 1,400 Target and SuperTarget stores in 47 states, as well as an online business called Target.com. As of September 25, 2006, Target was rated ‘‘A1’’ (Moody’s), ‘‘A+’’ (S&P) and ‘‘A+’’ (Fitch). The Target lease expires in March 2015. The second largest tenant is The New York Times Company (“The NYTimes”), occupying approximately 82,822 square feet, or approximately 7.1% of the net rentable area. The NYTimes is a diversified media company, including newspapers, internet businesses, television and radio stations and investments in paper mills and other investments. The company operates three segments, namely the News Media Group, which is comprised of the New York Times Media Group, the New England Media Group and the Regional Media Group; the Broadcast Media Group, which consists of nine network-affiliated television stations, including KAUT-TV and About.com, an online source for consumer information and advice. As of September 25, 2006, The NYTimes was rated ‘‘Baa1’’ (Moody’s), ‘‘A-’’ (S&P)

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

57


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

500-512 Seventh Avenue

 

 

and ‘‘A’’ (Fitch). The NYTimes lease expires in November 2015. The third largest tenant is iVillage, Inc. (“iVillage”), a subsidiary of NBC Universal, Inc., occupying approximately 56,668 square feet, or approximately 4.8% of the net rentable area. iVillage is ‘‘the Internet for women’’ and consists of several online and offline media-based properties that seek to enrich the lives of women, teenage girls and parents through the offering of unique content, community applications, tools and interactive features. iVillage (NASDAQ: IVIL) was established in 1995 and is headquartered in New York, New York. The iVillage lease expires in April 2015.

 

  Lockbox Account.    All tenant payments due under the applicable leases are deposited into a mortgagee-designated lockbox account.

 

  Mezzanine Debt.    A mezzanine loan with an original amount of $25,000,000 was provided by Wachovia Bank, National Association, on July 7, 2006. The mezzanine loan is not an asset of the Trust Fund and is secured by a pledge of the equity interests in the borrower for the 500-512 Seventh Avenue Loan. The mezzanine loan carries a fixed interest rate of 10.250% per annum and matures in July 2016.

 

  Management.    Newmark & Company Real Estate, Inc. (“Newmark”) is the property manager for the Mortgaged Property securing the 500-512 Seventh Avenue Loan. Newmark is an independent, full-service real estate firm, providing real estate solutions to corporations, property owners, investors and developers across the globe. Newmark serves as leasing agent and/or property manager for approximately 50 million square feet of commercial space in the United States.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

58


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Newport Bluffs

 

LOGO   LOGO
LOGO   LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

59


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Newport Bluffs

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

60


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Newport Bluffs

 

Loan Information

Mortgage Loan Seller

      Wachovia

Cut-Off Date Balance

    $ 132,000,000

Percentage of Cut-Off Date Pool Balance

    3.7%

Number of Mortgage Loans

      1

Loan Purpose

      Refinance

Sponsor

      The Irvine Company LLC

Type of Security

      Fee

Mortgage Rate

      6.104%

Maturity Date

      October 11, 2016

Amortization Type

      Interest-Only

Interest Only Period

      120

Original Term / Amortization

      120 / IO

Remaining Term / Amortization

      120 / IO

Lockbox

      None
   

Up-Front Reserves

  None    
   

Ongoing Annual Reserves

     

Tax/Insurance(1)

  Springing    

Replacement(2)

  Springing    
   

Additional Financing(3)

  Pari Passu Debt   $ 132,000,000
   
         Pari Passu Notes(4)

Cut-Off Date Balance

      $264,000,000

Cut-Off Date Balance/Unit

      $250,951

Cut-Off Date LTV

      71.0%

Maturity Date LTV

      71.0%

UW DSCR on NCF

        1.35x
(1) An annual deposit into the tax and insurance reserve will be required upon an event of default as specified in the related Mortgage Loan documents.
(2) An annual deposit of $228,408 into the replacement reserve will be required upon certain conditions as specified in the related Mortgage Loan documents.
(3) Additional future pari passu debt is permitted subject to (i) a combined maximum LTV ratio based upon the aggregate principal balance of the Newport Bluffs Whole Loan and the Newport Bluffs Future Pari Passu Loan of 65.0% during the first 60 months of the loan term, and 60.0% anytime thereafter, (ii) a combined minimum DSC ratio based upon the aggregate principal balance of the Newport Bluffs Whole Loan and the Newport Bluffs Future Pari Passu Loan of 1.35x during the first 60 months of the loan term, and 1.45x anytime thereafter and (iii) certain other conditions as specified in the related Mortgage Loan documents.
(4) LTV ratios, DSC ratio and Cut-Off Date Balance/Unit were derived based upon the aggregate indebtedness of or debt service on the Newport Bluffs Loan and the Newport Bluffs Pari Passu Companion Loan.

 

Property Information

Number of Mortgaged Properties

 

1

Location

 

Newport Beach, CA

Property Type

 

Multifamily – Conventional

Size (Units)

 

1,052

Occupancy as of September 25, 2006

 

94.3%

Year Built / Year Renovated

 

1999 / NA

Appraised Value

 

$371,900,000

Property Management

 

Irvine Community Development

Co. LLC

UW Economic Occupancy

 

94.1%

UW Revenues

 

$28,343,179

UW Total Expenses

 

$6,324,731

UW Net Operating Income (NOI)

 

$22,018,448

UW Net Cash Flow (NCF)

 

$21,780,696


 

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

61


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Newport Bluffs

 

 

Unit Mix
Unit Mix    No. of Units    Approximate Unit Size (SF)    Approximate NRA (SF)    % of NRA     Actual Rent

Studio

   33    549    18,117    1.7 %   $1,483

1 BR/1 BA

   391    791    309,281    29.1     $1,928

2 BR/2 BA

   359    1,088    390,592    36.7     $2,238

2 BR/2 BA Townhome

   112    1,195    133,840    12.6     $2,690

3 BR/2 BA

   47    1,336    62,792    5.9     $2,830

3 BR/3 BA Townhome

   110    1,363    149,930    14.1     $3,125
                         

Total/Average

   1,052    1,012    1,064,552    100.0 %   $2,266/$2.24/SF
                           

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

62


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Newport Bluffs

 

 

  The Loan.    The Mortgage Loan (the “Newport Bluffs Loan”) is secured by a first mortgage encumbering a 1,052-unit multifamily complex located in Newport Beach, California. The Newport Bluffs Loan represents approximately 3.7% of the Cut-Off Date Pool Balance. The Newport Bluffs Loan was originated on October 5, 2006 and has a principal balance as of the Cut-Off Date of $132,000,000. The Newport Bluffs Loan, which is evidenced by a pari passu note, dated October 5, 2006, is a portion of a whole loan with an original principal balance of $264,000,000. The other loan related to the Newport Bluffs Loan is evidenced by one separate note, dated October 5, 2006 (the “Newport Bluffs Pari Passu Companion Loan” and together with the Newport Bluffs Loan and the Newport Bluffs Future Pari Passu Companion Loan, if applicable, the “Newport Bluffs Whole Loan”), with an original balance of $132,000,000. Further, the related Mortgage Loan documents permit the related borrower to obtain future debt that will be pari passu in right of entitlement of payment with each of the Newport Bluffs Loan and the Newport Bluffs Pari Passu Companion Loan (the “Newport Bluffs Future Pari Passu Companion Loan”), subject to the satisfaction of certain financial conditions set forth in the related Mortgage Loan documents, including but not limited to loan-to-value tests and debt service coverage tests, as well as the written confirmation from the Rating Agencies that any ratings of the Certificates will not, as a result of the Newport Bluffs Future Pari Passu Companion Loan, be downgraded, qualified or withdrawn. The Newport Bluffs Loan provides for interest-only payments for the entire loan term.

 

  The Newport Bluffs Loan has a remaining term of 120 months and matures on October 11, 2016. The Newport Bluffs Loan may be prepaid at any time with payment of the greater of yield maintenance or 1.0% of the prepaid amount through and including June 11, 2016. In lieu of the yield maintenance premium, the Newport Bluffs Loan permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is Newport Bluffs LLC, a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Newport Bluffs Whole Loan. The sponsor of the borrower is The Irvine Company, a 140-year old privately held real estate investment company best known for the balanced, sustainable communities it continues to plan and create on the Irvine Ranch in Orange County, California. The company owns significant office, apartment and retail properties on the Irvine Ranch and in Silicon Valley, West Los Angeles and North San Diego, California. The Irvine Company today maintains a portfolio of approximately 400 office buildings, 39 retail centers, 80 apartment communities, 12 hotels, five marinas and three golf clubs, along with 44,000 acres of undeveloped land from the original tract. The company has earned international recognition for its comprehensive planning and the high quality of its design, architecture and landscaping in its villages in Irvine, California and parts of the neighboring cities of Newport Beach, Tustin, Laguna Beach and Orange County, California.

 

  The Property.    The Mortgaged Property is a 1,052-unit multifamily complex consisting of 52 three-story buildings situated on approximately 57.7 acres. The Mortgaged Property was constructed in 1999. The Mortgaged Property is located in Newport Beach, California within the Los Angeles-Long Beach-Santa Ana, California metropolitan statistical area. Individual unit amenities include a private patio or balcony, in-home washers and dryers, gourmet kitchens and high-speed internet. Project amenities at the Mortgaged Property include a gated community, three resort-style pools with spas, tiered sundecks with private cabanas, clubhouse with catering kitchen and courtyard, outdoor fireplace and barbeque areas, two tennis courts, fitness center with cardiovascular, exercise and weight-training equipment, multi-use aerobics area, private surround-sound movie theater and fully-equipped executive business center. As of September 25, 2006, the occupancy rate for the Mortgaged Property securing the Newport Bluffs Loan was approximately 94.3%.

 

  Lock Box Account.    The related Mortgage Loan documents do not require a lockbox account.

 

  Property Management.    Irvine Community Development Co. LLC, an affiliate of the sponsor, is the property manager for the Mortgaged Property securing the Newport Bluffs Loan.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

63


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

64


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Gateway Shopping Center

 

LOGO   

LOGO

LOGO   

LOGO

  

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

65


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Gateway Shopping Center

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

66


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Gateway Shopping Center

 

 

Loan Information

Mortgage Loan Seller

    Nomura

Cut-Off Date Balance

  $ 87,000,000

Percentage of Cut-Off Date Pool Balance

    2.4%

Number of Mortgage Loans

    1

Loan Purpose

    Refinance

Sponsor

    Shopping Center at Gateway, L.P.

Type of Security

    Fee

Mortgage Rate

    5.890%

Maturity Date

    October 1, 2011

Amortization Type

    Interest-Only

Interest Only Period

    60

Original Term /Amortization

    60 / IO

Remaining Term / Amortization

    60 / IO

Lockbox

    Yes

Up-Front Reserves

  None    

Ongoing Annual Reserves

  None    

Additional Financing

      None

Cut-Off Date Balance

    $ 87,000,000

Cut-Off Date Balance/SF

      $182

Cut-Off Date LTV

      66.4%

Maturity Date LTV

      66.4%

UW DSCR on NCF

        1.34x

 

Property Information

Number of Mortgaged Properties

  1

Location

  Austin, TX

Property Type

  Retail – Anchored

Size (SF)

  476,934

Occupancy as of August 10, 2006

  100.0%

Year Built / Year Renovated

  1993 / NA

Appraised Value

  $131,000,000

Property Management

  Simon Management Associates (Texas), LLC

UW Economic Occupancy

  95.4%

UW Revenues

  $10,712,728

UW Total Expenses

  $3,494,987

UW Net Operating Income (NOI)

  $7,217,742

UW Net Cash Flow (NCF)

  $6,947,061

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

67


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Gateway Shopping Center

 

Tenant Summary
Tenant    Ratings*
Moody's/S&P/Fitch
   Net
Rentable
Area (SF)
   % of Net
Rentable
Area
    Base
Rent
PSF
   Annual
Base Rent
   % of Total
Annual
Base Rent
    Lease
Expiration

Major Tenants

                    

Star Furniture

   Aaa/AAA/AAA    84,779    17.8 %   $ 12.35    $ 1,047,021    13.4 %   July 2010

Regal Cinema

   B2/BB-/NR    66,918    14.0     $ 6.82      456,500    5.8     November 2031

Best Buy

   Baa3/BBB/BBB+    46,798    9.8     $ 10.75      503,079    6.4     January 2012

Linens ’n Things

   B3/B/B-    35,058    7.4     $ 12.28      430,512    5.5     January 2010

Whole Foods Market

   Ba2/BBB-/NR    34,078    7.1     $ 14.77      503,284    6.4     April 2010
                                    

Total Major Tenants

      267,631    56.1 %   $ 10.99    $ 2,940,396    37.5 %    

Non-Major Tenants

      209,303    43.9     $ 23.40      4,898,292    62.5      
                                    

Occupied Total

      476,934    100.0 %   $ 16.44    $ 7,838,688    100.0 %    
                              

Vacant Space

      0    0.0              
                            

Property Total

      476,934    100.0 %            
                                          
* Certain ratings are those of the parent whether or not the parent guarantees the lease.

 

Lease Expiration Schedule  
Year    # of
Leases
Expiring
   WA Base
Rent/SF
Expiring
   Total SF
Expiring
   % of Total
SF Expiring*
    Cumulative % of
SF Expiring*
    % of Base
Rent Expiring*
    Cumulative % of
Base Rent
Expiring*
 

2006

   1    $ 26.40    2,500    0.5 %   0.5 %   0.8 %   0.8 %

2007

   4    $ 26.91    7,888    1.7 %   2.2 %   2.7 %   3.6 %

2008

   7    $ 19.13    46,744    9.8 %   12.0 %   11.4 %   15.0 %

2009

   4    $ 28.18    19,839    4.2 %   16.1 %   7.1 %   22.1 %

2010

   10    $ 14.99    201,567    42.3 %   58.4 %   38.5 %   60.6 %

2011

   6    $ 24.82    41,622    8.7 %   67.1 %   13.2 %   73.8 %

2012

   1    $ 10.75    46,798    9.8 %   76.9 %   6.4 %   80.2 %

2013

   1    $ 18.00    7,137    1.5 %   78.4 %   1.6 %   81.9 %

2014

   0    $ 0.00    0    0.0 %   78.4 %   0.0 %   81.9 %

2015

   1    $ 20.00    3,321    0.7 %   79.1 %   0.8 %   82.7 %

2016

   1    $ 14.73    6,700    1.4 %   80.5 %   1.3 %   84.0 %

Thereafter

   2    $ 13.54    92,818    19.5 %   100.0 %   16.0 %   100.0 %

Vacant

   0      NA    0    0.0 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

68


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Gateway Shopping Center

 

  The Loan.    The Mortgage Loan (the “Gateway Shopping Center Loan”) is secured by a first mortgage encumbering an anchored retail center located in Austin, Texas. The Gateway Shopping Center Loan represents approximately 2.4% of the Cut-Off Date Pool Balance. The Gateway Shopping Center Loan was originated on September 13, 2006 and has a principal balance as of the Cut-Off Date of $87,000,000. The Gateway Shopping Center Loan provides for interest-only payments for the entire loan term.

The Gateway Shopping Center Loan has a remaining term of 60 months and matures on October 1, 2011. The Gateway Shopping Center Loan may be prepaid on or after January 1, 2011, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is Shopping Center at Gateway, L.P., a Delaware limited partnership and a special purpose entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Gateway Shopping Center Loan. The primary sponsor of the borrower is Simon Property Group, L.P. (“Simon”). Headquartered in Indianapolis, Indiana, Simon is the largest publicly traded real estate investment trust (REIT) in North America and the country’s largest owner, developer and manager of high quality retail real estate. Simon operates from four major platforms: regional malls, Premium Outlet centers, community/lifestyle centers and international shopping centers. Simon owns, or has an interest in, approximately 284 properties in the United States, comprising more than 200 million square feet of gross leasable area in 38 states plus Puerto Rico. Simon also has an interest in more than 52 European shopping centers in France, Italy and Poland; 5 Premium Outlet centers in Japan; and 1 Premium Outlet center in Mexico. Simon Property Group, L.P., the operating partnership, is rated “Baa1” (Moody’s), “A-” (S&P) and “BBB+” (Fitch). Simon is a NYSE listed company (NYSE: SPG) and a member of the S&P 500 index.

 

  The Property.    Gateway Shopping Center is a Class A retail center. Situated on approximately 46.1 acres, the center is comprised of 12 one- and two-story buildings that were built in phases between 1993 and 2004. The Mortgaged Property is located in Austin, Texas at the heart of the “Golden Triangle”, the premier retail area within the Austin, Texas MSA. This regional outdoor shopping center features 476,934 square feet of borrower-owned retail GLA and was approximately 100.0% occupied as of August 10, 2006.

The largest tenant is Star Furniture occupying approximately 84,779 square feet, or approximately 17.8% of the net rentable area. Star Furniture, founded over 90 years ago, is one of the largest retail furniture stores in the country with 10 showrooms in Texas. Star Furniture is owned by Berkshire Hathaway. As of October 4, 2006, Berkshire Hathaway was rated “Aaa” (Moody’s), “AAA” (S&P) and “AAA” (Fitch). The Star Furniture lease expires in July 2010. The second largest tenant is Regal Cinema, occupying approximately 66,918 square feet, or approximately 14.0% of the net rentable area. Regal Entertainment Group (NYSE: RGC), operates the largest and most geographically diverse theatre circuit in the United States, consisting of approximately 6,383 screens in 542 theatres in 40 states as of June 29, 2006, with over 244 million annual attendees for the fiscal year ended December 29, 2005. Regal Entertainment Group develops, acquires and operates multi-screen theatres primarily in mid-sized metropolitan markets and suburban growth areas of larger metropolitan markets throughout the United States. As of October 4, 2006, Regal Entertainment Group was rated “B2” (Moody’s). The Regal Cinema lease expires in November 2031. The third largest tenant is Best Buy, occupying approximately 46,798 square feet, or approximately 9.8% of the net rentable area. Best Buy (NYSE: BBY), operates as a specialty retailer of consumer electronics, home-office products, entertainment software, appliances, and related services. It operates retail stores and commercial Web sites under the brand names Best Buy, Future Shop, Magnolia Audio Video, and Geek Squad. As of October 4, 2006, Best Buy was rated “Baa3” (Moody’s), “BBB” (S&P) and “BBB+” (Fitch). As of May 10, 2006, the company operated approximately 930 retail stores in the United States and in Canada. The Best Buy lease expires in January 2012.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

69


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Gateway Shopping Center

 

  Release Provisions.    Non-income producing parcels of the Mortgaged Property may be released provided that (i) there is no material adverse effect, (ii) a REMIC opinion is delivered and (iii) the remaining property complies with all applicable laws and remains separate tax parcels.

 

  Lockbox Account.    All tenant payments due under the applicable tenant leases are deposited into a mortgagee-designated lockbox account.

 

  Management.    Simon Management Associates (Texas), LLC, an affiliate of the sponsor, is the property manager for the Mortgaged Property securing the Gateway Shopping Center Loan.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

70


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Embassy Suites – Washington, DC

 

LOGO      LOGO
LOGO      LOGO
LOGO      LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

71


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Embassy Suites – Washington, DC

 

LOGO

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

72


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Embassy Suites – Washington, DC

 

Loan Information

Mortgage Loan Seller

    Wachovia

Cut-Off Date Balance

    $65,000,000

Percentage of Cut-Off Date Pool Balance

  1.8%

Number of Mortgage Loans

    1

Loan Purpose

    Refinance

Sponsor

   
 
International Painters and Allied Trades
Industry Pension Fund

Type of Security

    Fee

Mortgage Rate

    5.930%

Maturity Date

    November 11, 2016

Amortization Type

    Balloon

Interest Only Period

    36

Original Term / Amortization

    120 / 300

Remaining Term / Amortization

    120 / 300

Lockbox

    None
   

Up-Front Reserves

     

Tax

    Yes    

Debt Service Reserve(1)

  $ 7,709,000    
   

Ongoing Annual Reserves

     

Tax

    Yes    

FF&E(2)

    Yes    
   

Additional Financing

    None
   

Cut-Off Date Balance

    $65,000,000

Cut-Off Date Balance/Room

    $169,271

Cut-Off Date LTV

    65.9%

Maturity Date LTV

    56.4%

UW DSCR on NCF

        1.44x
(1) An amount equal to two years of interest payments will be taken upon origination of the related Mortgage Loan as additional security for the Mortgage until the hotel attains a stabilized occupancy. Such amounts will be released upon mortgagee satisfaction and upon other conditions as described in the related Mortgage Loan documents.
.(2) 4.0% of gross revenues will be escrowed, commencing in year 3.
(3) Year to date occupancy.

 

Property Information

Number of Mortgaged Properties

   1

Location

   Washington, DC

Property Type

   Hospitality – Full Service

Size (Rooms)

   384

Occupancy as of August 31, 2006(3)

   72.3%

Year Built / Year Renovated

   2005 / NA

Appraised Value

   $98,600,000

Property Management

   Promus Hotels, Inc.

UW Economic Occupancy

   78.0%

UW Revenues

   $29,160,394

UW Total Expenses

   $20,474,430

UW Net Operating Income (NOI)

   $8,685,965

UW Net Cash Flow (NCF)

   $7,181,288

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

73


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Embassy Suites – Washington, DC

 

Facility Summary

Guest Rooms

   Number of
Rooms

King

   273

Double/Double

   111
      

Total

   384
      
   

Meeting Rooms

   Square Feet

Meeting Space

   7,000
   

Food and Beverage

   Seating

Finn and Porter Restaurant

   200
   

Other Amenities

    

Gift Shop

    

Fitness Center

    

Indoor swimming pool

    

 

Financial Schedule

Year

   2006

Latest Period

   T6 Ending 8/2006

Occupancy

   66.1%

ADR

   $241.35

REVPAR

   $159.48

UW Occupancy

   78.0%

UW ADR

   $206.91

UW REVPAR

   $161.39

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

74


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Embassy Suites – Washington, DC

 

  The Loan.    The Mortgage Loan (the “Embassy Suites – Washington, DC Loan”) is secured by a first mortgage encumbering a full-service hotel located in Washington, DC. The Embassy Suites – Washington, DC Loan represents approximately 1.8% of the Cut-Off Date Pool Balance. The Embassy Suites – Washington, DC Loan will be originated on October 30, 2006, and has a principal balance as of the Cut-Off Date of $65,000,000. The Embassy Suites – Washington, DC Loan provides for interest-only payments for the first 36 months of the loan term, and thereafter, fixed monthly payments of principal and interest.

The Embassy Suites – Washington, DC Loan has a remaining term of 120 months and matures on November 11, 2016. The Embassy Suites – Washington, DC Loan may be prepaid on or after September 11, 2016, and permits defeasance with United States government obligations beginning two years after the Closing Date.

 

  The Borrower.    The borrower is 1000 K, L.L.C., a special purpose entity. Legal counsel to the borrower will deliver a non-consolidation opinion in connection with the origination of the Embassy Suites – Washington, DC Loan. The sponsor of the borrower is the International Painters and Allied Trades Industry Pension Fund, a pension fund with assets in excess of $2.4 billion and more than 7,000 employers in the United States and Canada who participate in the pension fund.

 

  The Property.    The Mortgaged Property is a full-service hotel, containing 384 rooms and approximately 7,000 square feet of flexible meeting space on approximately 0.6 acres. The Mortgaged Property was constructed in 2005. The Mortgaged Property is located in Washington, DC, approximately two blocks from the Washington Convention Center and one mile from the White House. The amenities at the Mortgaged Property include an indoor swimming pool, fitness center, restaurant, meeting rooms, ballrooms, gift shop and guest laundry. Based upon year-to-date period ending August 31, 2006, the occupancy rate for the Mortgaged Property securing the Embassy Suites – Washington, DC Loan was approximately 72.3%.

 

  Lockbox Account.    The related Mortgage Loan documents do not require a lockbox account.

 

  Management.    Promus Hotels, Inc. (“Promus”) is the property manager for the Mortgaged Property securing the Embassy Suites – Washington, DC Loan. Promus, an affiliate of Hilton Hotels Corporation, franchises and manages Hilton’s Doubletree, Embassy Suites, Hampton Inn, Hampton Inn & Suites, Homewood Suites and Harrison Conference Centers brands.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

75


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Westin – Falls Church, VA

 

Loan Information
Mortgage Loan Seller         Wachovia

Cut-Off Date Balance

      $64,000,000

Percentage of Cut-Off Date Pool Balance

   1.8%

Number of Mortgage Loans

      1

Loan Purpose

      Acquisition

Sponsor

      James A. Procaccianti

Type of Security

      Fee

Mortgage Rate

      5.510%

Maturity Date

      October 11, 2015

Amortization Type

      Balloon

Interest Only Period

      84

Original Term / Amortization

      120 / 300

Remaining Term / Amortization

   108 / 300

Lockbox

      None
   

Up-Front Reserves

       

Tax/Insurance

   Yes     

PIP(1)

   $6,646,338     
   

Ongoing Annual Reserves

       

Tax/Insurance

   Yes     

FF&E(2)

   Yes     
   

Additional Financing

      None
   

Cut-Off Date Balance

      $64,000,000

Cut-Off Date Balance/Room

      $158,025

Cut-Off Date LTV

      66.7%

Maturity Date LTV

      62.8%

UW DSCR on NCF

        1.37x
(1) The Mortgaged Property is currently undergoing a renovation and subsequent reflagging of the hotel. Total cost for the conversion was estimated to be approximately $20,254,422. Certain of these funds, totaling $15,757,958, were originally escrowed by the mortgagee. As of September 11, 2006, the current balance of the escrow is $6,646,338.
(2) The FF&E reserve escrow commenced in April 2006, and is calculated as 2.0% of gross revenue for the prior year through October 2006. Commencing in November 2006, the ongoing annual FF&E reserve will be 3.0% of gross revenue of the prior year through October 2007, and 4.0% of thereafter.
(3) Trailing 12-month occupancy.

 

LOGO

 

Property Information

Number of Mortgaged Properties

  1

Location

  Falls Church, VA

Property Type

  Hospitality - Full Service

Size (Rooms)

  405

Occupancy as of July 31, 2006(3)

  52.2%

Year Built / Year Renovated

  1979 / 2006

Appraised Value

  $96,000,000

Property Management

  Lenox Hotels, Inc.

UW Economic Occupancy

  70.0%

UW Revenues

  $19,751,625

UW Total Expenses

  $12,513,846

UW Net Operating Income (NOI)

  $7,237,779

UW Net Cash Flow (NCF)

  $6,447,714

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

76


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Westin – Falls Church, VA

 

Facility Summary

Guest Rooms

   Number of
Rooms

King

   260

Double-Double

   122

Suite

   9

ADA-Compliant

   14
      

Total

   405
      
   

Meeting Rooms

   Square
Feet

Executive Meeting Center

   6,753

Ballroom

   5,130

Foyer

   1,160
      

Total

   13,043
      
   

Food and Beverage

   Seating

Food 101 Restaurant

   150

Fusion Lounge

   200
      

Total

   350
      
   

Other Amenities

    

Heated indoor pool and hot tub

    

Exercise room

    

Business Center

    

 

Financial Schedule

Year

   2005-2006

Latest Period

   TTM 7/31/2006

Occupancy

   52.2%

ADR

   $138.51

REVPAR

   $72.26

UW Occupancy

   70.0%

UW ADR

   $150.00

UW REVPAR

   $105.00

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

77


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Brookfield Lakes Corporate Center

 

Loan Information

Mortgage Loan Seller

  Wachovia

Cut-Off Date Balance

  $60,563,000

Percentage of Cut-Off Date Pool Balance

  1.7%

Number of Mortgage Loans

  1

Loan Purpose

    Acquisition

Sponsor

    John R. Saunders

Type of Security

  Fee

Mortgage Rate

  5.610%

Maturity Date

  October 11, 2016

Amortization Type

  Balloon

Interest-Only Period

  84

Original Term / Amortization

  120 / 360

Remaining Term / Amortization

  120 / 360

Lockbox(1)

    Springing
   

Up-Front Reserves

   

Tax/Insurance

  Yes    

TI/LC

  $2,000,000    

Replacement

  $650,000    
   

Ongoing Annual Reserves

     

Tax/Insurance

  Yes    

Replacement(2)

  Springing    

TI/LC(3)

  Springing    
   

Additional Financing

  Mezzanine   $15,912,500
   

Cut-Off Date Balance

  $60,563,000

Cut-Off Date Balance/SF

  $120

Cut-Off Date LTV

    75.2%

Maturity Date LTV

    72.3%

UW DSCR on NCF

      1.33x
(1) Lockbox is required (i) upon the occurrence of an event of default or (ii) if the mezzanine loan is not fully repaid prior to the date which is 120 days after October 4, 2006.
(2) If the balance of the initial replacement reserve drops below $101,344 ($0.20/SF), the borrower will be required to fund an annual amount of $101,344 on a monthly basis until the account reaches a balance of $304,031, before requesting reimbursements from this account. Borrower shall not be required to make any deposits after October 2015.
(3) In addition to the upfront TI/LC funding, the borrower is required to fund $300,000 into the TI/LC escrow during the year beginning in February 2008 and continuing through January 2009, and an additional $500,000 must be funded during the year beginning in February 2009 and continuing through January 2010, and $250,000 during the year beginning in February 2010 and through and including January 2011.

 

LOGO

 

Property Information

Number of Mortgaged Properties

  1

Location

  Brookfield, WI

Property Type

  Office – Suburban

Size (SF)

  506,719

Occupancy as of September 18, 2006

  89.2%

Year Built / Year Renovated

  1984 – 1999 / 1992 – 2004

Appraised Value

  $80,500,000

Property Management

  Hammes Company

UW Economic Occupancy

  89.6%

UW Revenues

  $9,556,127

UW Total Expenses

  $3,620,498

UW Net Operating Income (NOI)

  $5,935,636

UW Net Cash Flow (NCF)

  $5,555,442

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

78


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Brookfield Lakes Corporate Center

 

Tenant Summary
Tenant   Ratings*
Moody’s/S&P/Fitch
   Net
Rentable
Area (SF)
   % of Net
Rentable
Area
    Base
Rent
PSF
   Annual
Base
Rent
   % of Total
Annual
Base Rent
    Lease
Expiration

Major Tenants

                   

Fiserv

  Baa2/BBB+/NR    33,575    6.6 %   $ 13.75    $ 461,656    7.5 %   September 2010

General Casualty Company

  Aa3/A+/AA-    32,160    6.3     $ 14.10      453,456    7.4     October 2009

Hydrite Chemical Company

  NR/NR/NR    26,257    5.2     $ 13.50      354,470    5.8     December 2012

JC Penney Company

  Baa3/BBB-/BBB-    20,155    4.0     $ 9.75      196,511    3.2     January 2008

Hammes Company

  NR/NR/NR    17,462    3.4     $ 13.50      235,737    3.8     January 2009
                                   

Total Major Tenants

     129,609    25.6 %   $ 13.13    $ 1,701,830    27.7 %    

Non-Major Tenants

     322,249    63.6     $ 13.78      4,440,641    72.3      
                                   

Occupied Total

     451,858    89.2 %   $ 13.59    $ 6,142,471    100.0 %    
                             

Vacant Space

     54,861    10.8              
                           

Property Total

     506,719    100.0 %            
                                         
* Certain ratings are those of the parent whether or not the parent guarantees the lease.

 

 

Lease Expiration Schedule  
Year    # of
Leases
Expiring
   WA Base
Rent/SF
Expiring
   Total SF
Expiring
   % of
Total SF
Expiring*
   

Cumulative
% of SF

Expiring*

   

% of Base
Rent

Expiring*

   

Cumulative
% of Base
Rent Expiring*

 

2006

   6    $ 13.35    31,150    6.1 %   6.1 %   6.8 %   6.8 %

2007

   11    $ 13.32    49,539    9.8 %   15.9 %   10.7 %   17.5 %

2008

   12    $ 11.82    54,069    10.7 %   26.6 %   10.4 %   27.9 %

2009

   16    $ 14.12    130,480    25.7 %   52.3 %   30.0 %   57.9 %

2010

   12    $ 13.39    79,454    15.7 %   68.0 %   17.3 %   75.2 %

2011

   5    $ 13.28    32,122    6.3 %   74.4 %   6.9 %   82.2 %

2012

   2    $ 13.50    28,645    5.7 %   80.0 %   6.3 %   88.5 %

2013

   2    $ 15.48    17,568    3.5 %   83.5 %   4.4 %   92.9 %

2014

   2    $ 15.73    20,621    4.1 %   87.6 %   5.3 %   98.2 %

2015

   1    $ 13.44    6,183    1.2 %   88.8 %   1.4 %   99.5 %

2016

   0    $ 0.00    0    0.0 %   88.8 %   0.0 %   99.5 %

Thereafter

   1    $ 13.75    2,027    0.4 %   89.2 %   0.5 %   100.0 %

Vacant

   0      NA    54,861    10.8 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

79


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Intercontinental Multifamily Portfolio

 

Loan Information

Mortgage Loan Seller

  Wachovia

Cut-Off Date Balance

  $59,000,000

Percentage of Cut-Off Date Pool Balance

  1.6%

Number of Mortgage Loans

  4

Loan Purpose

    Acquisition

Sponsor

  Intercontinental Real Estate Investment Fund III, LLC

Type of Security

    Fee

Mortgage Rate

    5.930%

Maturity Date

    September 11, 2011

Amortization Type

    Interest-Only

Interest-Only Period

    60

Original Term / Amortization

  60 / IO

Remaining Term / Amortization

  59 / IO

Lockbox

    None
   

Up-Front Reserves

     

Tax

  Yes    

Engineering

  $899,869    
   

Ongoing Annual Reserves

   

Tax/Insurance

  Yes/Springing    

Replacement

  $275,744    
   

Additional Financing

  None
   

Cut-Off Date Balance

  $59,000,000

Cut-Off Date Balance/Unit

  $53,105

Cut-Off Date LTV

    76.3%

Maturity Date LTV

    76.3%

UW DSCR on NCF

      1.46x

 

LOGO

 

Property Information

Number of Mortgaged Properties

  4

Location

  Various

Property Type

  Multifamily – Conventional

Size (Units)

  1,111

Occupancy as of July 11, 2006

  95.5%

Year Built / Year Renovated

  Various / NA

Appraised Value

  $77,300,000

Property Management

  Sawyer Property Management of
Maryland, LLC

UW Economic Occupancy

  92.8%

UW Revenues

  $10,753,144

UW Total Expenses

  $5,373,867

UW Net Operating Income (NOI)

  $5,379,277

UW Net Cash Flow (NCF)

  $5,103,534

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

80


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Intercontinental Multifamily Portfolio

 

Intercontinental Multifamily Portfolio Summary
Property Name   Property
Location
 

Cut-Off

Date
Balance

  Year
Built
  Year
Renovated
  Units  

Cut-Off

Date
Balance
Per Unit

  Occupancy*     UW
Occupancy
   

Underwritten
Net Cash

Flow

  Appraised
Value
  Appraised
Value
Per Unit

Liberty Estates Apartments

  Hampton, VA   $ 24,120,000   1964   NA   580   $ 41,586   96.9 %   92.8 %   $ 2,197,925   $ 30,150,000   $ 51,983

Laurel Pines Apartments

  Laurel, MD     17,180,000   1961   NA   236   $ 72,797   93.2 %   91.1 %     1,412,212     23,600,000   $ 100,000

Country Club Apartments

  Glen Burnie, MD     10,600,000   1962   NA   150   $ 70,667   94.7 %   93.1 %     887,252     13,850,000   $ 92,333

Strawberry Hill Apartments

  Baltimore, MD     7,100,000   1964   NA   145   $ 48,966   94.5 %   95.3 %     606,145     9,700,000   $ 66,897
                                       
      $ 59,000,000       1,111   $ 53,105   95.5 %   92.8 %   $ 5,103,534   $ 77,300,000   $ 69,577
                                                           
* Occupancy date as of July 11, 2006, for all Mortgaged Properties.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

81


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Intercontinental Multifamily Portfolio

 

Liberty Estates Apartments
Unit Mix    No. of Units   

Approximate

Unit Size

(SF)

  

Approximate

NRA (SF)

   % of NRA    Actual Rent

1 BR/1 BA

   211       775    163,480      30.5%    $   660

2 BR/1 BA

   317       974    308,810      57.7        $   743

3 BR/1.5 BA

     52    1,216      63,220      11.8        $1,003
                        

Total/Average

   580       923    535,510    100.0%    $736/$0.80/SF
                          

 

Laurel Pines Apartments
Unit Mix    No. of Units   

Approximate

Unit Size

(SF)

  

Approximate

NRA (SF)

   % of NRA    Actual Rent

1 BR/1 BA

     62       748      46,376          23.1%    $   863

2 BR/1 BA

   132       830    109,531      54.5    $1,010

3 BR/1.5 BA

     42    1,076      45,192      22.5    $1,095
                        

Total/Average

   236       852    201,099   

100.0%

   $987/$1.16/SF
                          

 

Country Club Apartments
Unit Mix    No. of Units   

Approximate

Unit Size

(SF)

  

Approximate

NRA (SF)

   % of NRA    Actual Rent

1 BR/1 BA

     26    748      19,448          16.5%    $790

2 BR/1 BA

   124    794      98,456      83.5    $875
                        

Total/Average

   150    786    117,904   

100.0%

   $860/$1.09/SF
                          

 

Strawberry Hill Apartments
Unit Mix    No. of Units   

Approximate

Unit Size

(SF)

  

Approximate

NRA (SF)

   % of NRA    Actual Rent

Studio

     19    416        7,904            6.9%    $620

1 BR/1 BA

     37    711      26,307      23.1    $755

2 BR/1 BA

     89    896      79,744      70.0    $870
                        

Total/Average

   145    786    113,955   

100.0%

   $808/$1.03/SF
                          

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

82


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

83


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 1

 

Loan Information

Mortgage Loan Seller

      Nomura

Cut-Off Date Balance

    $ 57,231,900

Percentage of Cut-Off Date Pool Balance

      1.6%

Number of Mortgage Loans

      9

Loan Purpose

      Refinance

Sponsor

      H.K. Realty, Inc.

Type of Security

      Fee

Partial Release(1)

      Yes

Mortgage Rate

      5.5959189%

Maturity Date

      October 11, 2016

Amortization Type

      Balloon

Interest Only Period

      None

Original Term / Amortization

      120 / 360

Remaining Team / Amortization

      120 / 360

Lockbox

      None
       

Up-Front Reserves

     

Tax/Insurance

    Yes    

Engineering

    $116,356    

Earnout(2)

  $ 1,129,000    
       

Ongoing Annual Reserves

     

Tax/Insurance

    Yes    

Replacement

    $235,000    
       

Additional Financing

      None
       

Cut-Off Date Balance

      $57,231,900

Cut-Off Date Balance/Unit

      $60,885

Cut-Off Date LTV

      74.8%

Maturity Date LTV

      62.7%

UW DSCR on NCF

          1.22x
(1) The related Mortgage Loan documents permit the release of individual Mortgage Properties upon defeasance with U.S. government obligations beginning two years after the Closing Date in an amount equal to (i) 110% of the related allocated Mortgage Loan amount if the DSC ratio is below 1.25x or the LTV ratio is greater than 75% for such Mortgaged Property or (ii) 100% of the related allocated Mortgage Loan amount if the DSC ratio is at least 1.25x and the LTV ratio does not exceed 75% for such Mortgaged Property. The individual Mortgaged Properties may also be released beginning two years after origination pursuant to an arms-length transfer provided (i) no event of default has occurred, (ii) the remaining Mortgaged Properties maintain a DSC ratio of at least 1.20x and an LTV ratio of greater than 80% and (iii) the release satisfies certain transfer provisions of the related Mortgage Loan documents.

 

(2) The earnout is with respect to the Casa Tierra Apartments loan. This reserve can be released based upon attaining a 1.20x DSC ratio on an annualized 6 months net operating income.

LOGO

 

Property Information

Number of Mortgaged Properties

   9

Location

   Various

Property Type

   Multifamily - Conventional

Size (Units)

   940

Occupancy as of Various Dates

   95.8%

Year Built / Year Renovated

   Various / Various

Appraised Value

   $76,515,000

Property Management

   Various

UW Economic Occupancy

   92.8%

UW Revenues

   $8,188,059

UW Total Expenses

   $3,140,509

UW Net Operating Income (NOI)

   $5,047,550

UW Net Cash Flow (NCF)

   $4,812,550

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

84


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 1

 

Jogani Portfolio 1

Property Name

 

Property
Location

  Cut-Off
Date
Balance
  Year
Built
  Units   Cut-Off
Date
Balance
Per Unit
  Occupancy*     UW
Occupancy
    Underwritten
Net Cash
Flow
  Appraised
Value
  Appraised
Value Per
Unit

Burnet House Apartments

  North Hills, CA     $3,096,300   1987   36   $86,008   97.2 %   92.3 %     $262,004     $4,325,000   $120,139

Casa Tierra Apartments

  Phoenix, AZ     6,775,000   1981   200   $33,875   91.0 %   85.3 %     572,628     9,800,000   $49,000

Cove Apartments

  Sun Valley, CA     3,471,600   1969   49   $70,849   98.0 %   91.6 %     295,726     4,850,000   $98,980

Hollywood Point Apartments

  Los Angeles, CA     4,339,200   1962   50   $86,784   96.0 %   98.0 %     356,983     5,800,000   $116,000

Las Palmas I,II,III Apartments

  Rialto, CA     15,553,000   1984   212   $73,363   98.6 %   97.2 %     1,285,633     20,850,000   $98,349

Northridge Pointe Apartments

  Northridge, CA     2,872,000   1963   28   $102,571   96.4 %   95.7 %     244,666     3,600,000   $128,571

Park Circle Apartments

  Lancaster, CA     11,216,800   1988   164   $68,395   96.3 %   90.0 %     942,593     14,600,000   $89,024

Valencia—Hawthorne Apartments

  Hawthorne, CA     3,748,000   1968   51   $73,490   100.0 %   96.6 %     310,711     4,990,000   $97,843

West View Apartments

  Avenal, CA     6,160,000   1987   150   $41,067   95.3 %   96.4 %     541,605     7,700,000   $51,333
                                     
      $ 57,231,900     940   $60,885   95.8 %   92.8 %   $ 4,812,550   $ 76,515,000   $81,399
                                                   
* The occupancy date is August 31, 2006 with respect to 6 Mortgaged Properties, August 20, 2006 with respect to 2 Mortgaged Properties and September 7, 2006 with respect to 1 Mortgaged Property.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

85


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 1

 

Burnet House Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

1 BR/1 BA

   7    650    4,550    14.6 %   $ 850

2 BR/1 BA

   21    900    18,900    60.5     $ 995

2 BR/2 BA

   7    940    6,580    21.1     $ 1,025

3 BR/2 BA

   1    1,200    1,200    3.8     $ 1,100
                         

Total/Average

   36    868    31,230    100.0 %   $ 976/$1.12/SF
                             

 

Casa Tierra Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

Studio

   28    440    12,320    9.0 %   $ 470

1 BR/1 BA

   24    625    15,000    10.9     $ 530

1 BR/1 BA

   24    675    16,200    11.8     $ 540

1 BR/1 BA

   90    700    63,000    45.9     $ 560

2 BR/2 BA

   34    900    30,600    22.3     $ 695
                         

Total/Average

   200    686    137,120    100.0 %   $ 564/$0.82/SF
                         
                             

 

Cove Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

Studio

   9    390    3,510    12.7 %   $ 700

1 BR/1 BA

   37    588    21,756    78.8     $ 850

2 BR/1 BA

   3    778    2,334    8.5     $ 1,150
                         

Total/Average

   49    563    27,600    100.0 %   $ 841/$1.49/SF
                             

 

Hollywood Pointe (Los Angeles) Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

Studio

   9    400    3,600    11.0 %   $ 875

1 BR/1 BA

   36    670    24,120    73.9     $ 1,025

2 BR/2 BA

   5    980    4,900    15.0     $ 1,275
                         

Total/Average

   50    652    32,620    100.0 %   $ 1,023/$1.57/SF
                             

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

86


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 1

 

Las Palmas I,II,III Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

Studio

   20    530    10,600    6.0 %   $ 660

1 BR/1 BA

   54    697    37,638    21.4     $ 750

2 BR/1 BA

   32    800    25,600    14.6     $ 840

2 BR/2 BA

   24    927    22,248    12.7     $ 890

2 BR/2 BA

   67    940    62,980    35.8     $ 890

3 BR/2 BA

   15    1,110    16,650    9.5     $ 1,065
                         

Total/Average

   212    829    175,716    100.0 %   $ 837/$1.01/SF
                             

 

Northridge Pointe Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

1 BR/1 BA

   7    617    4,319    18.6 %   $ 950

2 BR/1 BA

   2    840    1,680    7.3     $ 1,163

2 BR/1.5 BA

   17    880    14,960    64.6     $ 1,195

3 BR/1.5 BA

   2    1,100    2,200    9.5     $ 1,350
                         

Total/Average

   28    827    23,159    100.0 %   $ 1,143/$1.38/SF
                             

 

Park Circle Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

1 BR/1 BA

   64    675    43,200    30.7 %   $ 725

2 BR/2 BA

   100    975    97,500    69.3     $ 875
                         

Total/Average

   164    858    140,700    100.0 %   $ 816/$0.95/SF
                             

 

Valencia—Hawthorne Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

Bachelor

   2    350    700    2.8 %   $ 575

Studio

   16    450    7,200    28.4     $ 695

1 BR/1 BA

   32    525    16,800    66.3     $ 825

2 BR/1 BA

   1    650    650    2.6     $ 1,025
                         

Total/Average

   51    497    25,350    100.0 %   $ 778/$1.57/SF
                             

 

West View Apartments

Unit Mix

   No. of
Units
   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of
NRA
    Market Rent

1 BR/1 BA

   16    845    13,520    7.3 %   $ 545

2 BR/2 BA

   56    1,176    65,856    35.3     $ 595

2 BR/2 BA

   45    1,200    54,000    29.0     $ 665

3 BR/2.5 BA

   32    1,600    51,200    27.5     $ 735

4 BR/2.5 BA

   1    1,900    1,900    1.0     $ 800
                     

Total/Average

   150    1,243    186,476    100.0 %   $ 642/$0.52/SF
                     

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

87


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Willows Shopping Center

 

Loan Information

Mortgage Loan Seller

       Wachovia

Cut-Off Date Balance

     $ 56,000,000

Percentage of Cut-Off Date Pool Balance

     1.6%

Number of Mortgage Loans

       1

Loan Purpose

       Refinance

Sponsor

  Capital & CountiesU.S.A., Inc.

Type of Security

  Fee and Leasehold

Mortgage Rate

       5.900%

Maturity Date

       October 11, 2016

Amortization Type

       Balloon

Interest Only Period

       60

Original Term / Amortization

       120 / 360

Remaining Term / Amortization

       120 / 360

Lockbox

       None
   

Up-Front Reserves

      

Engineering

  $90,000     

Pier One Collateral Reserve(1)

  $120,000     
   

Ongoing Annual Reserves

      

Tax / Insurance(2)

  Springing     
   

Additional Financing(3)

       None
   

Cut-Off Date Balance

     $ 56,000,000

Cut-Off Date Balance/SF

       $214

Cut-Off Date LTV

       67.1%

Maturity Date LTV

       62.7%

UW DSCR on NCF

         1.24x
(1) The Pier One reserve will be released upon (i) evidence of Pier One’s occupancy, (ii) payment of rent and (iii) upon certain other conditions as described in the related Mortgage Loan documents.
(2) An annual deposit into the tax and insurance reserve will be required upon an event of default as specified in the related Mortgage Loan documents.
(3) Future mezzanine debt is permitted subject to (i) an aggregate maximum LTV ratio of 70.0%, (ii) an aggregate minimum DSC ratio of 1.25x and (iii) other certain conditions as described in the related Mortgage Loan documents.

 

LOGO

 

Property Information

Number of Mortgaged Properties

    1

Location

    Concord, CA

Property Type

    Retail – Anchored

Size (SF)

    261,339

Occupancy as of August 16, 2006

    97.9%

Year Built / Year Renovated

    1977 / NA

Appraised Value

  $ 83,500,000

Property Management

   
 
Colliers International Asset
Management, Inc.

UW Economic Occupancy

    95.0%

UW Revenues

    $7,259,886

UW Total Expenses

    $2,015,451

UW Net Operating Income (NOI)

    $5,244,435

UW Net Cash Flow (NCF)

    $4,947,475

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

88


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

The Willows Shopping Center

 

Tenant Summary
Tenant    Ratings*
Moody’s/S&P/Fitch
   Net Rentable
Area (SF)
   % of Net
Rentable
Area
    Base Rent
PSF
   Annual
Base Rent
   % of Total
Annual
Base Rent
    Lease
Expiration

Major Tenants

                    

REI

   NR/NR/NR    29,486    11.3 %   $ 19.00    $ 560,234    10.3 %   May 2008

CompUSA, Inc.

   NR/NR/NR    26,000    9.9     $ 19.18      498,680    9.2     October 2011

Gap, Inc.

   Baa3/BBB-/BBB-    25,000    9.6     $ 19.00      475,000    8.8     March 2011

Cost Plus World Market

   NR/NR/NR    21,000    8.0     $ 19.00      399,000    7.4     October 2007

Leisure Planet (The Jungle)

   NR/NR/NR    18,725    7.2     $ 14.73      275,819    5.1     March 2010
                                    

Total Major Tenants

      120,211    46.0 %   $ 18.37    $ 2,208,733    40.7 %    

Non-Major Tenants

      135,702    51.9     $ 23.69      3,214,450    59.3      
                                    

Occupied Total

      255,913    97.9 %   $ 21.19    $ 5,423,184    100.0 %    
                              

Vacant Space

      5,426    2.1              
                            

Property Total

      261,339    100.0 %            
                                          
* Certain ratings are those of the parent whether or not the parent guarantees the lease.

 

Lease Expiration Schedule  
Year    # of Leases
Expiring
  

WA Base

Rent/SF
Expiring

   Total SF
Expiring
   % of Total
SF Expiring*
    Cumulative %
of SF Expiring*
    % of Base
Rent Expiring*
   

Cumulative %

of Base Rent
Expiring*

 

2006

   2    $ 12.17    3,805    1.5 %   1.5 %   0.9 %   0.9 %

2007

   4    $ 18.61    39,402    15.1 %   16.5 %   13.5 %   14.4 %

2008

   3    $ 19.45    34,973    13.4 %   29.9 %   12.5 %   26.9 %

2009

   1    $ 42.61    5,000    1.9 %   31.8 %   3.9 %   30.8 %

2010

   7    $ 18.72    56,104    21.5 %   53.3 %   19.4 %   50.2 %

2011

   4    $ 20.52    61,800    23.6 %   76.9 %   23.4 %   73.6 %

2012

   1    $ 19.48    11,148    4.3 %   81.2 %   4.0 %   77.6 %

2013

   1    $ 10.70    4,000    1.5 %   82.7 %   0.8 %   78.4 %

2014

   1    $ 45.00    1,188    0.5 %   83.2 %   1.0 %   79.4 %

2015

   1    $ 33.05    5,316    2.0 %   85.2 %   3.2 %   82.6 %

2016

   2    $ 27.57    17,802    6.8 %   92.0 %   9.1 %   91.7 %

Thereafter

   2    $ 29.39    15,375    5.9 %   97.9 %   8.3 %   100.0 %

Vacant

   0      NA    5,426    2.1 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

89


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 2

 

Loan Information

Mortgage Loan Seller

      Nomura

Cut-Off Date Balance

      $55,957,500

Percentage of Cut-Off Date Pool Balance

   1.6%

Number of Mortgage Loans

      11

Loan Purpose

      Refinance

Sponsor

      H.K. Realty, Inc.

Type of Security

      Fee

Partial Release*

      Yes

Mortgage Rate

      5.590%

Maturity Date

      October 11, 2016

Amortization Type

      Balloon

Interest Only Period

      None

Original Term / Amortization

      120 / 360

Remaining Term / Amortization

      120 / 360

Lockbox

      None
   

Up-Front Reserves

       

Tax/Insurance

   Yes     

Engineering

   $13,432     

Seismic Retrofit

   $192,500     
   

Ongoing Annual Reserves

       

Tax/Insurance

   Yes     

Replacement

   $198,250     
   

Additional Financing

      None
   

Cut-Off Date Balance

      $55,957,500

Cut-Off Date Balance/Unit

      $70,387

Cut-Off Date LTV

      74.5%

Maturity Date LTV

      62.4%

UW DSCR on NCF

        1.21x
* The related Mortgage Loan documents permit the release of individual Mortgage Properties upon defeasance with U.S. government obligations beginning two years after the Closing Date in an amount equal to (i) 110% of the related allocated Mortgage Loan amount if the DSC ratio is below 1.25x or the LTV ratio is greater than 75% for such Mortgaged Property or (ii) 100% of the related allocated Mortgage Loan amount if the DSC ratio is at least 1.25x and the LTV ratio does not exceed 75% for such Mortgaged Property. The individual Mortgaged Properties may also be released beginning two years after origination pursuant to an arms-length transfer provided (i) no event of default has occurred, (ii) the remaining Mortgaged Properties maintain a DSC ratio of at least 1.20x and an LTV ratio of greater than 80% and (iii) the release satisfies certain transfer provisions of the related Mortgage Loan documents.

 

LOGO

 

Property Information

Number of Mortgaged Real Properties

   11

Location

   Various

Property Type

   Multifamily - Conventional

Size (Units)

   795

Occupancy as of Various Dates

   98.0%

Year Built / Year Renovated

   Various / Various

Appraised Value

   $75,150,000

Property Management

   Various

UW Economic Occupancy

   94.0%

UW Revenues

   $7,500,705

UW Total Expenses

   $2,646,890

UW Net Operating Income (NOI)

   $4,853,815

UW Net Cash Flow (NCF)

   $4,655,565

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

90


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 2

 

Jogani Portfolio 2

Property Name

 

Property
Location

  Cut-Off
Date
Balance
  Year
Built
  Units   Cut-Off
Date
Balance
Per Unit
  Occupancy*    

UW
Occupancy

 

Underwritten
Net Cash
Flow

 

Appraised
Value

 

Appraised
Value Per
Unit

Ambassador Inn Apartments

  Fullerton, CA   $ 15,081,900   1972   236   $ 63,906   97.5 %   91.0%   $1,239,241   $20,300,000   $86,017

Courtyard Van Nuys Apartments

  Van Nuys, CA     3,598,700   1965   60   $ 59,978   98.3 %   98.2%   305,110   4,750,000   $79,167

El Adobe Apartments

  Pico Rivera, CA     4,139,500   1966   67   $ 61,784   100.0 %   96.2%   337,899   5,300,000   $79,104

Hollywood Pointe - Inglewood Apartments

  Inglewood, CA     5,701,200   1965   61   $ 93,462   98.4 %   99.0%   476,375   7,400,000   $121,311

Park Royale Apartments

  Glendale, CA     1,489,100   1962   18   $ 82,728   100.0 %   94.8%   125,823   2,200,000   $122,222

Park Wood Patio Apartments

  Palmdale, CA     3,360,000   1987   52   $ 64,615   98.1 %   91.7%   309,325   4,200,000   $80,769

Rose Terrace Apartments

  Whittier,CA     4,577,300   1963   54   $ 84,765   96.3 %   98.6%   378,172   6,800,000   $125,926

South Towers Apartments

  Los Angeles, CA     3,039,800   1989   33   $ 92,115   97.0 %   93.5%   254,892   4,200,000   $127,273
Suntree     Apartments   Rialto, CA     3,843,900   1985   50   $ 76,878   100.0 %   96.7%   315,614   5,000,000   $100,000

Terrace Point Apartments

  Van Nuys, CA     7,362,900   1975   123   $ 59,861   96.8 %   92.3%   605,158   9,900,000   $80,488

Woodland Pointe Apartments

  Canoga Park, CA     3,763,200   1989   41   $ 91,785   100.0 %   93.7%   307,956   5,100,000   $124,390
                                 
      $ 55,957,500     795   $ 70,387   98.0 %   94.0%   $4,655,565   $75,150,000   $94,528
                                               
* The occupancy date is August 31, 2006 with respect to 5 Mortgaged Properties, August 21, 2006 with respect to 3 Mortgaged Properties and June 30, 2006 with respect to 2 Mortgaged Properties.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

91


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 2

 

Ambassador Inn Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

Studio

  

232

   325    75,400    96.7 %   $ 695-735

1 BR/1 BA

       4    650    2,600    3.3     $ 850
                         

Total/Average

   236    331    78,000    100.0 %   $ 701/$2.12/SF
                             

 

Courtyard Van Nuys Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

Studio

   39    475    18,525    61.6 %   $ 765

1 BR/1 BA

   21    550    11,550    38.4     $ 865
                         

Total/Average

   60    501    30,075    100.0 %   $ 800/$1.60/SF
                             

 

El Adobe Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

Studio

   66    377    24,882    97.4 %   $ 650

2 BR/1 BA

     1    677    677    2.6     $ 800
                         

Total/Average

   67    381    25,559    100.0 %   $ 652/$1.71/SF
                             

 

Hollywood Pointe – Inglewood Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

1 BR/1 BA

       7    650    4,550    7.9 %   $ 850

2 BR/1 BA

       8    849    6,792    11.8     $ 950

2 BR/1.5 BA

     38    946    35,948    62.4     $ 975

2 BR/2 BA

       4    1,101    4,404    7.6     $ 995

3 BR/2 BA

       4    1,475    5,900    10.2     $ 1,250
                         

Total/Average

     61    944    57,594    100.0 %   $ 977/$1.03/SF
                             

 

Park Royale Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

Studio

       3    450    1,350    13.3 %   $ 675

1 BR/ 1 BA

     14    548    7,672    75.8     $ 875

3 BR/ 2 BA

       1    1,103    1,103    10.9     $ 1,300
                         

Total/Average

     18    563    10,125    100.0 %   $ 865/$1.54/SF
                             

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

92


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 2

 

Park Wood Patio Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

1 BR/1 BA

     9    650    5,850    14.3 %   $ 750

2 BR/2 BA

   43    818    35,174    85.7     $ 875
                         

Total/Average

   52    789    41,024    100.0 %   $ 853/$1.08/SF
                             

 

Rose Terrace Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

Studio

     2    500    1,000    2.1 %   $ 750

1 BR/1 BA

   12    750    9,000    18.9       900

2 BR/2 BA

   38    935    35,530    74.6     $ 1,100

2 BR/3 BA

     2    1,050    2,100    4.4     $ 900
                         

Total/Average

   54    882    47,630    100.0 %   $ 1,035/$1.17/SF
                             

 

South Towers Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

1 BR/1 BA

   15    525    7,875    34.0 %   $ 875

2 BR/1 BA

   18    848    15,264    66.0     $ 1,125
                         

Total/Average

   33    701    23,139    100.0 %   $ 1,011/$1.44/SF
                             

 

Suntree Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

1 BR/1 BA

     4    616    2,464    5.8 %   $ 695

2 BR/1 BA

   10    784    7,840    18.4     $ 800

2 BR/2 BA

   36    896    32,256    75.8     $ 825
                         

Total/Average

   50    851    42,560    100.0 %   $ 810/$0.95/SF
                             

 

Terrace Point Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

Studio

     21    504    10,584    12.9 %   $ 725

1 BR/1 BA

     57    598    34,086    41.4     $ 825

1 BR/1 BA

     28    754    21,112    25.6     $ 925-955

2 BR/2 BA

     17    975    16,575    20.1     $ 1,125
                         

Total/Average

   123    670    82,357    100.0 %   $ 876/$1.31/SF
                             

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

93


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Jogani Portfolio 2

 

Woodland Pointe Apartments

Unit Mix

  

No. of

Units

   Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Market Rent

Studio

       6    475    2,850    10.0 %   $ 700

1 BR/1 BA

       7    575    4,025    14.1     $ 875

2 BR/2 BA

     28    775    21,700    75.9     $ 1,100
                         

Total/Average

     41    697    28,575    100.0 %   $ 1,003/$1.44/SF
                             

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

94


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

 

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This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

95


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Personality Pool

 

Loan Information

Mortgage Loan Seller

      Nomura

Cut-Off Date Balance

      $54,000,000

Percentage of Cut-Off Date Pool Balance

   1.5%

Number of Mortgage Loans

      1

Loan Purpose

      Refinance

Sponsor

      Frank E. Lembi

Type of Security

      Fee

Partial Release(1)

      Yes

Mortgage Rate

      6.5500%

Maturity Date

      September 11, 2016

Amortization Type

      Balloon

Interest Only Period

      24

Original Term / Amortization

      120 / 360

Remaining Term / Amortization

      119 / 360

Lockbox

      Yes
   

Up-Front Reserves

       

Tax/Insurance

   Yes     

Seasonality Debt Service Reserve

   $900,000     

Renovation Reserve

   $4,250,000     

Engineering

   $21,506     
   

Ongoing Annual Reserves

       

Tax/Insurance

   Yes     

FF&E(2)

   $159,331     

TI/LC(3)

   $29,906     

Replacement Reserves

   $1,736     

Seasonality Debt Service Reserve(4)

   $600,000     
   

Additional Financing

      None
   

Cut-Off Date Balance

      $54,000,000

Cut-Off Date Balance/SF(5)

      $350

Cut-Off Date LTV

      65.9%

Maturity Date LTV

      59.1%

UW DSCR on NCF

      1.14x
           
(1) The mortgagee will allow for the individual release of any one of the three Mortgaged Properties after the expiration of a lockout period pursuant to the following conditions: (i) no event of default, (ii) paydown of the Mortgage Loan proceeds at 120% of the allocated loan amount attributable to the released collateral, (iii) payment of the associated defeasance penalty, (iv) a DSC ratio of 1.05x based upon the actual loan constant on a 30-year amortization and (v) the LTV ratio on the remaining collateral must not exceed 66%.
(2) Annual FF&E escrow will be collected at $159,331 through August 2007, 3% of gross revenues from September 2007 through August 2008 and 4% of gross revenues thereafter.
(3) TI/LC Reserve is capped at $89,718.
(4) Seasonality Debt Service Reserve is capped at $900,000.
(5) Cut-Off Date Balance/SF was calculated based upon the total square footage of the hospitality and retail space of approximately 154,493 square feet derived from the engineering report of the respective Mortgaged Properties dated August 2, 2006.

 

LOGO

 

Property Information

Number of Mortgaged Properties

   3

Location

   San Francisco, CA

Property Type

   Mixed Use – Hospitality/Retail

Size (SF)(5)

   154,493

Occupancy as of August 31, 2006

   69.0%

Year Built / Year Renovated

   Various

Appraised Value

   $81,900,000

Property Management

   Self Managed

UW Economic Occupancy

   63.0%

UW Revenues

   $10,216,143

UW Total Expenses

   $5,379,000

UW Net Operating Income (NOI)

   $4,837,143

UW Net Cash Flow (NCF)

   $4,677,253

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

96


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Personality Pool

 

Personality Pool Portfolio Summary

Property Name

 

Cut-Off

Date

Balance

  Year Built   Year
Renovated
  Hotel Units
(SF)
  Retail Units
(SF)
  Cut-Off Date
Balance Per SF
  Occupancy*     Underwritten
Net Cash
Flow
  Appraised
Value
  Appraised
Value Per
SF

114 Powell Street

    $33,000,000   1908   2005   45,846   10,218   $ 589   66.6 %   $ 2,704,178   $ 50,400,000   $ 899

440 Geary Street

    14,500,000   1912   1990   51,349   4,715   $ 259   64.5 %     1,434,575     19,600,000   $ 350

952 Sutter Street

    6,500,000   1910   1995   42,365   —     $ 153   78.1 %     538,500     11,900,000   $ 281
                                       
    $ 54,000,000       139,560   14,933   $ 350   69.0 %   $ 4,677,253   $ 81,900,000   $ 530
                                                     
* As of August 31, 2006.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES
Citigroup   Deutsche Bank Securities   Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

97


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Personality Pool

 

114 Powell Street:

 

Facility Summary

Guestroom Mix

   No. of Rooms

Double

   10

Queen

   65

King

   3

Twin/Twin

   4

Double/Double

   24

Queen/Queen

   18

Suite

   7
      

Total

   131
      
      

 

 

Financial Schedule

Year

   2005 - 2006

Latest Period

   T-12 through 8/31/06

Occupancy

   59.1%

ADR

   $101.36

REVPAR

   $59.95

UW Occupancy

   66.1%

UW ADR

   $91.79

UW REVPAR

   $60.68

 

Tenant Summary

Tenant

 

          Ratings          
Moody's/S&P/
Fitch

  Net
Rentable
Area (SF)
  % of Net
Rentable
Area
    Base Rent
PSF
  Annual Base
Rent
  % of Total
Annual
Base Rent
    Lease Expiration

Major Tenants

               

Tad's Restaurant

  NR/NR/NR   4,093   40.1 %   $ 102.61   $ 420,000   21.3 %   December 2010

The Body Shop

  NR/NR/NR   1,443   14.1     $ 332.64     480,000   24.4     May 2016

Bankok Noodles

  NR/NR/NR   1,100   10.8     $ 174.00     191,400   9.7     May 2009

H2O Plus LP

  NR/NR/NR   945   9.2     $ 257.23     243,084   12.4     January 2015

Locker Room Sports

  NR/NR/NR   900   8.8     $ 138.67     124,800   6.3     January 2010
                               

Total Major Tenants

    8,481   83.0 %   $ 172.07   $ 1,459,284   74.2 %    

Non-Major Tenants

    1,737   17.0     $ 292.47     508,020   25.8      
                               

Occupied Total

    10,218   100.0 %   $ 192.53   $ 1,967,304   100.0 %    
                         

Vacant Space .

    0   0.0            
                       

Property Total

    10,218   100.0 %          
                                     

 

Lease Expiration Schedule  

Year

  # of Leases
Expiring
  WA Base Rent/SF
        Expiring        
  Total SF Expiring   % of Total SF
Expiring*
    Cumulative % of SF
Rolling*
    % of Base
Rent
Rolling*
    Cumulative % of
Base Rent
Rolling*
 

2006

  1   $ 0.00   0   0.0 %   0.0 %   1.7 %   1.7 %

2007

  2   $ 132.46   958   9.4 %   9.4 %   6.5 %   8.1 %

2008

  2   $ 577.71   350   3.4 %   12.8 %   10.3 %   18.4 %

2009

  1   $ 174.00   1,100   10.8 %   23.6 %   9.7 %   28.1 %

2010

  4   $ 110.07   4,993   48.9 %   72.4 %   27.9 %   56.1 %

2011

  1   $ 0.00   0   0.0 %   72.4 %   0.0 %   56.1 %

2012

  1   $ 328.67   429   4.2 %   76.6 %   7.2 %   63.2 %

2013

  0   $ 0.00   0   0.0 %   76.6 %   0.0 %   63.2 %

2014

  0   $ 0.00   0   0.0 %   76.6 %   0.0 %   63.2 %

2015

  1   $ 257.23   945   9.2 %   85.9 %   12.4 %   75.6 %

2016

  2   $ 332.64   1,443   14.1 %   100.0 %   24.4 %   100.0 %

Thereafter

  0   $ 0.00   0   0.0 %   100.0 %   0.0 %   100.0 %

Vacant

  NA   $ 0.00   0   0.0 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

98


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Personality Pool

 

440 Geary Street:

 

Facility Summary

Guestroom Mix

   No. of Rooms

Double/Double

   12

King

   32

Queen

   37

Executive King

   10

Executive Queen

   2

Studio King

   11

Studio Queen

   8

Suite

   3
    

Total

   115
    

Meeting/Ballroom Spaces

   Square Feet

Meeting / Banquet Space

   646
    
   646
    

Other Amenities

    

Exercise Room

    

 

 

Financial Summary

Year

   2005 - 2006

Latest Period

   T-12 through 8/31/2006

Occupancy

   61.2%

ADR

   $125.59

REVPAR

   $76.88

UW Occupancy

   64.5%

UW ADR

   $125.31

UW REVPAR

   $80.77

Tenant Summary

Tenant

            Ratings          
Moody's/S&P/
Fitch
  Net
Rentable
Area (SF)
  % of Net
Rentable
Area
    Base Rent
PSF
  Annual Base
Rent
  % of Total
Annual Base
Rent
    Lease Expiration

Major Tenants

               

Resmex Partners

  NR/NR/NR   3,500   74.2 %   $ 47.14   $ 165,000   60.1 %   September 2014

Starbucks Corporation

  NR/NR/NR   1,215   25.8     $ 90.12     109,500   39.9     June 2007
                               

Total Major Tenants

    4,715   100.0 %   $ 58.22   $ 274,500   100.0 %    

Non-Major Tenants

    0   0.0     $ 0.00     120   0.0      
                               

Occupied Total

    4,715   100.0 %   $ 58.24   $ 274,620   100.0 %    

Vacant Space .

    0   0.0            
                       

Property Total

    4,715   100.0 %          
                                     

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

99


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Personality Pool

 

Lease Expiration Schedule  

Year

   # of Leases
Expiring
   WA Base Rent/SF
Expiring
   Total SF Expiring    % of Total SF
Expiring*
    Cumulative % of SF
Rolling*
    % of Base
Rent
Rolling*
    Cumulative
% of Base
Rent
Rolling*
 

2006

   1    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2007

   1    $ 90.12    1,215    25.8 %   25.8 %   39.9 %   39.9 %

2008

   0    $ 0.00    0    0.0 %   25.8 %   0.0 %   39.9 %

2009

   0    $ 0.00    0    0.0 %   25.8 %   0.0 %   39.9 %

2010

   0    $ 0.00    0    0.0 %   25.8 %   0.0 %   39.9 %

2011

   0    $ 0.00    0    0.0 %   25.8 %   0.0 %   39.9 %

2012

   0    $ 0.00    0    0.0 %   25.8 %   0.0 %   39.9 %

2013

   0    $ 0.00    0    0.0 %   25.8 %   0.0 %   39.9 %

2014

   1    $ 47.14    3,500    74.2 %   100.0 %   60.1 %   100.0 %

2015

   0    $ 0.00    0    0.0 %   100.0 %   0.0 %   100.0 %

2016

   0    $ 0.00    0    0.0 %   100.0 %   0.0 %   100.0 %

Thereafter

   0    $ 0.00    0    0.0 %   100.0 %   0.0 %   100.0 %

Vacant

   0      NA    0    0.0 %   100.0 %   0.0 %   100.0 %

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

100


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Personality Pool

 

952 Sutter Street:

 

Facility Summary

Guestroom Mix

   No. of Rooms

Efficiency

   4

Studio/One Bedroom

   24

One Bedroom

   24

Two Bedroom

   5
      

Total

   57
      
      

 

 

Financial Schedule

Year

   2005 - 2006

Latest Period

   T-12 through 8/31/2006

Occupancy

   79.4%

ADR

   $69.23

REVPAR

   $54.94

UW Occupancy

   52.9%

UW ADR

   $107.25

UW REVPAR

   $56.75

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

101


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Traders Point Retail Center

 

Loan Information

Mortgage Loan Seller

      Wachovia

Cut-Off Date Balance

      $48,000,000

Percentage of Cut-Off Date Pool Balance

   1.3%

Number of Mortgage Loans

      1

Loan Purpose

      Refinance

Sponsor

      Kite Realty Group, LP

Type of Security

      Fee

Mortgage Rate

      5.860%

Maturity Date

      October 11, 2016

Amortization Type

      Balloon

Interest Only Period

      60

Original Term / Amortization

      120 / 360

Remaining Term / Amortization

      120 / 360

Lockbox

      None
   

Up-Front Reserves

       

Tax/Insurance

   Yes     

PetSmart Holdback(1)

   $490,000     

Holdback(2)

   $2,040,000     
   

Ongoing Annual Reserves

       

Tax/Insurance

   Yes     

Replacement

   $29,006     
   

Additional Financing

      None
   

Cut-Off Date Balance

      $48,000,000

Cut-Off Date Balance/SF

      $145

Cut-Off Date LTV

      80.0%

Maturity Date LTV

      74.7%

UW DSCR on NCF

        1.20x
(1) The PetSmart holdback reserve will be released upon (i) evidence of PetSmart’s occupancy, (ii) payment of rent and (iii) upon certain other conditions as described in the related Mortgage Loan documents.
(2) Amounts deposited in the holdback reserve will be released upon the achievement of a DSC ratio, as determined by the mortgagee, of at least 1.20x and upon certain other conditions as described in the related Mortgage Loan documents.

 

LOGO

 

Property Information

Number of Mortgaged Properties

   1

Location

   Indianapolis, IN

Property Type

   Retail - Anchored

Size (SF)

   331,408

Occupancy as of September 1, 2006

   95.6%

Year Built / Year Renovated

   2003 / NA

Appraised Value

   $60,000,000

Property Management

   KRG Management, LLC

UW Economic Occupancy

   95.3%

UW Revenues

   $5,429,187

UW Total Expenses

   $1,279,273

UW Net Operating Income (NOI)

   $4,149,915

UW Net Cash Flow (NCF)

   $4,066,064

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

102


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Traders Point Retail Center

 

Tenant Summary
Tenant  

Ratings*

Moody's/S&P/Fitch

   Net
Rentable
Area (SF)
   % of Net
Rentable
Area
    Base Rent
PSF
   Annual
Base Rent
   % of Total
Annual
Base Rent
    Lease Expiration

Major Tenants

                   

Marsh Supermarket

  NR/B-/NR    67,902    20.5 %   $ 15.60    $ 1,059,271    25.2 %   November 2024

Dick's Sporting Goods

  NR/NR/NR    65,000    19.6     $ 10.00      650,000    15.4     January 2020

Kerasotes Theatres (Ground Lease)

  NR/NR/NR    41,347    12.5     $ 5.80      240,000    5.7     December 2024

PetSmart

  NR/BB/NR    25,048    7.6     $ 15.75      394,506    9.4     June 2017

Bed Bath & Beyond

  NR/BBB/NR    25,000    7.5     $ 13.00      325,000    7.7     January 2015

Michael's

  NR/NR/NR    23,947    7.2     $ 11.25      269,404    6.4     February 2015
                                   

Total Major Tenants

     248,244    74.9 %   $ 11.84    $ 2,938,181    69.8 %    

Non-Major Tenants

     68,684    20.7     $ 18.50      1,270,514    30.2      
                                   

Occupied Total

     316,928    95.6 %   $ 13.28    $ 4,208,694    100.0 %    
                             

Vacant Space

     14,480    4.4              
                           

Property Total

     331,408    100.0 %            
                                         
* Certain ratings are those of the parent whether or not the parent guarantees the lease.

 

Lease Expiration Schedule  
Year   

# of

Leases
Expiring

   WA Base
Rent/SF
Expiring
   Total SF
Expiring
   % of Total
SF Expiring*
   

Cumulative % of

SF Expiring*

    % of Base
Rent Expiring*
   

Cumulative % of
Base Rent

Expiring*

 

2006

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2007

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2008

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2009

   0    $ 0.00    0    0.0 %   0.0 %   0.0 %   0.0 %

2010

   3    $ 17.40    17,680    5.3 %   5.3 %   7.3 %   7.3 %

2011

   1    $ 24.00    4,000    1.2 %   6.5 %   2.3 %   9.6 %

2012

   0    $ 0.00    0    0.0 %   6.5 %   0.0 %   9.6 %

2013

   0    $ 0.00    0    0.0 %   6.5 %   0.0 %   9.6 %

2014

   2    $ 15.73    12,396    3.7 %   10.3 %   4.6 %   14.2 %

2015

   6    $ 14.98    63,840    19.3 %   29.5 %   22.7 %   36.9 %

2016

   1    $ 21.25    4,700    1.4 %   31.0 %   2.4 %   39.3 %

Thereafter

   5    $ 11.92    214,312    64.7 %   95.6 %   60.7 %   100.0 %

Vacant

   0      NA    14,480    4.4 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

103


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Carefree Alexander

 

Loan Information

Mortgage Loan Seller

   Wachovia

Cut-Off Date Balance

   $43,969,000

Percentage of Cut-Off Date Pool Balance

   1.2%

Number of Mortgage Loans

   1

Loan Purpose

      Acquisition

Sponsors

     Orion Residential LLC and Starwood Capital Group

Type of Security

      Fee

Mortgage Rate

      6.350%

Maturity Date

      August 11, 2011

Amortization Type

      Interest-Only

Interest Only Period

   60

Original Term / Amortization

   60 / IO

Remaining Term / Amortization

   58 / IO

Lockbox

      Yes
   

Up-Front Reserves

    

Tax/Insurance

     Yes     

Engineering

   $ 298,958     
   

Ongoing Annual Reserves

    

Tax/Insurance

     Yes     

Replacement

     $70,800     
   

Additional Financing

   None
   

Cut-Off Date Balance

   $43,969,000

Cut-Off Date Balance/Unit

   $93,155

Cut-Off Date LTV

      76.5%

Maturity Date LTV

      76.5%

UW DSCR on NCF

          1.22x

 

LOGO

 

Property Information

Number of Mortgaged Properties

   1

Location

   North Las Vegas, NV

Property Type

   Multifamily - Independent Living

Size (Units)

   472

Occupancy as of June 8, 2006

   97.0%

Year Built / Year Renovated

   2002 / NA

Appraised Value

   $57,450,000

Property Management

   Leisure Care, LLC

UW Economic Occupancy

   87.0%

UW Revenues

   $5,275,578

UW Total Expenses

   $1,791,618

UW Net Operating Income (NOI)

   $3,483,960

UW Net Cash Flow (NCF)

   $3,413,160

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

104


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Carefree Alexander

 

 

Unit Mix
Unit Mix    No. of Units    Approximate
Unit Size
(SF)
   Approximate
NRA (SF)
   % of NRA     Actual Rent

Studio

   14    450    6,300    1.7 %   $ 745

1 BR/1 BA

   104    645    67,106    18.4     $ 896

1 BR/1.5 BA

   110    626    68,856    18.9     $ 884

2 BR/1.5 BA

   28    762    21,336    5.9     $ 1,005

2 BR/2 BA

   216    929    200,740    55.1     $ 1,134
                         

Total/Average

   472    772    364,338    100.0 %   $ 1,004/$1.30/SF
                             

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

105


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Lakeside Pool

 

Loan Information

Mortgage Loan Seller

      Wachovia

Cut-Off Date Balance

      $42,500,000

Percentage of Cut-Off Date Pool Balance

   1.2%

Number of Mortgage Loans

      1

Loan Purpose

      Refinance

Sponsor

      Capital Partners, Inc.

Type of Security

      Fee

Mortgage Rate

      6.070%

Maturity Date

      October 11, 2016

Amortization Type

      Balloon

Interest Only Period

      60

Original Term / Amortization

      120 / 360

Remaining Term / Amortization

      120 / 360

Lockbox

      Yes
         

Up-Front Reserves

       

Tax/Insurance

     Yes     

Engineering

     $16,250     
         

Ongoing Annual Reserves

       

Tax/Insurance

     Yes     

Replacement

   $ 153,141     

TI/LC

   $ 510,471     
         

Additional Financing*

      None
         

Cut-Off Date Balance

      $42,500,000

Cut-Off Date Balance/SF

      $83

Cut-Off Date LTV

      74.9%

Maturity Date LTV

      70.1%

UW DSCR on NCF

          1.22x
* Future mezzanine debt is permitted subject to (i) a combined maximum LTV ratio of 85.0%, (ii) a combined minimum DSC ratio of 1.10x and (iii) upon other conditions as described in the related Mortgage Loan documents.

 

LOGO

 

Property Information

Number of Mortgaged Properties

   6

Location

   Tucker, GA

Property Type

   Office - Suburban

Size (SF)

   511,576

Occupancy as of August 1, 2006

   85.3%

Year Built / Year Renovated

   Various / NA

Appraised Value

   $56,780,000

Property Management

   Capital Partners Properties, Inc.

UW Economic Occupancy

   85.8%

UW Revenues

   $7,275,164

UW Total Expenses

   $3,066,599

UW Net Operating Income (NOI)

   $4,208,566

UW Net Cash Flow (NCF)

   $3,763,875

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

106


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Lakeside Pool

 

Tenant Summary  
Tenant   Ratings(1)
Moody's/S&P/Fitch
  Net Rentable
Area (SF)
  % of Net
Rentable
Area
    Base Rent
PSF
  Annual Base Rent  

% of Total

Annual
Base Rent

    Lease Expiration  

Top 10 Tenants

               

AMEC E&C Services, Inc.

  NR/NR/NR   75,147   14.7 %   $ 17.99   $ 1,352,043   19.0 %   Multiple Spaces (2)

Le Cordon Bleu College

  NR/NR/NR   58,365   11.4     $ 14.52     847,460   11.9     November 2018  

Laboratory Corp of America Holdings

  Baa3/BBB/NR   33,984   6.6     $ 12.29     417,663   5.9     December 2009  

Financial Asset Management Systems

  NR/NR/BBB-   27,237   5.3     $ 14.83     403,925   5.7     April 2011  

WM. Page & Associates, Inc.

  NR/NR/NR   18,543   3.6     $ 19.25     356,953   5.0     March 2013  

Presidential Financial Corp.

  NR/NR/NR   17,699   3.5     $ 18.54     328,140   4.6     March 2013  

Global Link Logistics, Inc.

  NR/NR/NR   17,122   3.3     $ 16.75     286,794   4.0     October 2011  

Soliant, Inc.

  NR/NR/NR   16,315   3.2     $ 19.75     322,221   4.5     February 2013  

Progressive Casualty Insurance

  A1/A+/A+   16,036   3.1     $ 14.25     228,513   3.2     August 2007  

Board of Reg University System

  NR/NR/NR   14,784   2.9     $ 15.15     223,978   3.1     June 2007  
                               

Total Top 10 Tenants

    295,232   57.7 %   $ 16.15   $ 4,767,689   66.8 %    

Non-Major Tenants

    140,946   27.6     $ 16.79     2,366,092   33.2      
                               

Occupied Total

    436,178   85.3 %   $ 16.36   $ 7,133,781   100.0 %    
                         

Vacant Space

    75,398   14.7            
                       

Property Total

    511,576   100.0 %          
                                       
(1) Certain ratings are those of the parent whether or not the parent guarantees the lease.
(2) Under the terms of multiple leases, approximately 4,392 square feet expire in February 2007 and approximately 70,755 square feet expire in March 2016.

 

Lease Expiration Schedule  
Year   

# of

Leases
Expiring

  

WA Base

Rent/SF
Expiring

   Total SF
Expiring
   % of Total SF
Expiring*
   

Cumulative %

of SF
Expiring*

   

% of Base

Rent Expiring*

   

Cumulative % of

Base Rent

Expiring*

 

2006

   2    $ 17.90    4,227    0.8 %   0.8 %   1.1 %   1.1 %

2007

   15    $ 18.40    73,883    14.4 %   15.3 %   19.1 %   20.1 %

2008

   11    $ 20.01    18,393    3.6 %   18.9 %   5.2 %   25.3 %

2009

   3    $ 12.82    39,867    7.8 %   26.7 %   7.2 %   32.4 %

2010

   7    $ 16.30    20,786    4.1 %   30.7 %   4.8 %   37.2 %

2011

   7    $ 14.72    82,128    16.1 %   46.8 %   16.9 %   54.1 %

2012

   0    $ 0.00    0    0.0 %   46.8 %   0.0 %   54.1 %

2013

   9    $ 18.67    58,352    11.4 %   58.2 %   15.3 %   69.4 %

2014

   8    $ 6.61    9,422    1.8 %   60.0 %   0.9 %   70.3 %

2015

   0    $ 0.00    0    0.0 %   60.0 %   0.0 %   70.3 %

2016

   5    $ 17.98    70,755    13.8 %   73.9 %   17.8 %   88.1 %

Thereafter

   1    $ 14.52    58,365    11.4 %   85.3 %   11.9 %   100.0 %

Vacant

   0      NA    75,398    14.7 %   100.0 %   0.0 %   100.0 %
* Calculated based upon approximate square footage occupied by each tenant.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

107


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

Additional Mortgage Loan Information


 

  General.    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 to the Prospectus Supplement for certain information regarding multifamily Mortgaged 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 at the Mortgaged Properties. See Annex A-5 to the Prospectus Supplement for certain information relating to cross-collateralized and cross-defaulted Mortgage Loans.

 

Significant Sponsor Concentration  

Sponsor

  #
of Loans/
Mortgaged
Properties
  Loan Numbers  

Aggregate
Cut-Off

Date
Balance

 

% of

Cut-Off

Date Pool
Balance

   

Weighted
Average

Cut-Off
Date LTV

   

Weighted
Average

UW DSCR

on NCF

 

Weighted
Average
Mortgage

Rate

 

Maguire Properties, L.P.

  1 /1   1   $ 229,000,000   6.4 %   75.1 %   1.56x   5.102 %

GE Pension Trust

  1 /1   2   $ 193,850,000   5.4 %   70.5 %   1.39x   5.690 %

General Growth Properties, Inc.

  1 /1   3   $ 190,000,000   5.3 %   50.1 %   1.89x   5.788 %

GFW Trust, GFW II Trust

  1 /1   4   $ 175,000,000   4.9 %   76.4 %   1.51x   6.230 %

Mark Karasick, Fremont Capital, Shorenstein

  1 /1   5   $ 158,600,000   4.4 %   79.5 %   1.20x   6.570 %

Robert L. Johnson

  1 /43   6   $ 146,092,500   4.1 %   68.9 %   1.37x   6.294 %

 

  Cross-Collateralized and Cross-Defaulted Mortgage Loans.    Nine groups of Mortgage Loans, representing approximately 9.5% of the Cut-Off Date Pool Balance, are cross-collateralized and/or 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 Co-Lender Loans described on the next page) 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/or 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.

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

108


Table of Contents

Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

Additional Mortgage Loan Information


 

  Subordinate Financing

 

Existing Subordinate Financing  

Existing Subordinate Financing

   # of Loans    Loan Numbers    % of Cut-Off Date
Pool Balance
 

Mezzanine Debt Secured by Ownership Interests in Borrower

   6    4, 7, 12, 18, 29, 39    12.7 %

Unsecured Debt

   3    52, 60, 64    1.2 %

Secured by Mortgaged Property

   1    19    1.0 %

 

Future Subordinate Financing  

Future Subordinate Financing

   # of Loans    Loan Numbers    % of Cut-Off Date
Pool Balance
 

Secured by Borrower Interests

   13    2, 4, 5, 6, 12, 13, 17, 34, 43, 47, 67, 101, 129    25.4 %

Secured by Borrower Interests and Unsecured Debt

   1    3    5.3 %

Unsecured Debt

   4    42, 53, 56, 60    1.7 %

 

Future Pari Passu Financing  
     # of Loans    Loan Numbers    % of Cut-Off Date
Pool Balance
 

Secured by Mortgaged Property

   1    8    3.7 %

 

See “RISK FACTORS—Additional Debt on Some Mortgage Loans Creates Additional Risks” in the Prospectus Supplement.

 

Subordinate Companion Loans

Mortgage Loan

  Loan Number   Cut-Off Date
Principal
Balance
  % of Cut-Off Date
Pool Balance
   

Cut-Off Date

Subordinate Companion
Loan Balance

 

Primary

Servicer

Montclair Plaza

  3   $ 190,000,000   5.3 %   $ 75,000,000   Wachovia Bank

500-512 Seventh Avenue

  7   $ 136,918,271   3.8 %   $ 24,919,697   Wachovia Bank

Gateway Center

  49   $ 16,000,000   0.4 %   $ 2,800,000   Wachovia Bank

Bold Concepts Building

  126   $ 5,585,000   0.2 %   $ 415,000   Wachovia Bank

 

Pari Passu Loans

Mortgage Loan

  Loan Number   Cut-Off Date
Principal Balance
  % of Cut-Off Date
Pool Balance
    % of Pari
Passu Debt
    Controlling
Transaction

The Gas Company Tower

  1   $ 229,000,000   6.4 %   50 %   JPMC Series 2006-LDP8

311 South Wacker

  5   $ 158,600,000   4.4 %   65 %   WBCMT 2006-C28

RLJ Hotel Pool

  6   $ 146,092,500   4.1 %   29 %   WBCMT 2006-C27

500-512 Seventh Avenue

  7   $ 136,918,271   3.8 %   50 %   WBCMT 2006-C27

Newport Bluffs

  8   $ 132,000,000   3.7 %   50 %   WBCMT 2006-C28

 

Non-Pooled Component
     Loan Number    Cut-Off Date
Principal Balance
   % Cut-Off Date
Pool Balance
   

Cut-Off Date Non-

Pooled Component
Balance

Four Seasons Resort and Club – Dallas, TX    4    $ 175,000,000    4.9 %   $ 8,000,000

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

109


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Wachovia Bank Commercial Mortgage Trust

Commercial Mortgage Pass-Through Certificates Series 2006-C28

 

 

THIS PAGE INTENTIONALLY LEFT BLANK

 

 

 

This material is for your private information, and none of Wachovia Capital Markets, LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co. and Loop Capital Markets, LLC (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. The depositor has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (‘‘SEC’’) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC (SEC File No. 333-131262) for more complete information about the depositor, the issuing trust and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any Underwriter or any dealer participating in the offering will arrange to send you the prospectus after filing if you request it by calling toll free 1-800-745-2063 (8am-5pm EST). The certificates referred to in these materials, and the asset pools backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a ‘‘when, as and if issued’’ basis. You understand that, when you are considering the purchase of these offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have confirmed the allocation of certificates to be made to you; any ‘‘indications of interest’’ expressed by you, and any ‘‘soft circles’’ generated by us, will not create binding contractual obligations for you or us. As a result of the foregoing, you may commit to purchase offered certificates that have characteristics that may change, and you are advised that all or a portion of the offered certificates may not be issued that have the characteristics described in these materials. Our obligation to sell offered certificates to you is conditioned on the offered certificates that are actually issued having the characteristics described in these materials. If we determine that condition is not satisfied in any material respect, we will notify you, and neither the depositor nor any Underwriter will have any obligation to you to deliver any portion of the certificates which you have committed to purchase, and there will be no liability between us as a consequence of the non-delivery. You have requested that the Underwriters provide to you information in connection with your consideration of the purchase of certain certificates described in this information. This information is being provided to you for informative purposes only in response to your specific request. The Underwriters described in this information may from time to time perform investment banking services for, or solicit investment banking business from, any company named in this information. The Underwriters and/or their employees may from time to time have a long or short position in any contract or certificate discussed in this information. The information contained herein supersedes any previous such information delivered to you and may be superseded by information delivered to you prior to the time of sale. Notwithstanding anything herein to the contrary, you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal, state and local income ‘‘tax treatment’’ and ‘‘tax structure’’ (in each case, within the meaning of Treasury Regulation Section 1.6011-4) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to you (or your representatives) relating to such tax treatment and tax structure, other than the name of the issuer or information that would permit identification of the issuer, and except that with respect to any document or similar item that in either case contains information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of the document or similar item that relate to the United States federal, state and local income tax treatment or tax structure of the transaction.

 

WACHOVIA SECURITIES

Citigroup

 

Deutsche Bank Securities

  Goldman, Sachs & Co.   Loop Capital Markets, LLC

 

110


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Table of Contents

Dates Referenced Herein   and   Documents Incorporated by Reference

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11/11/16
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3/11/11
1/1/11
9/11/08
10/31/068-K
10/30/06
10/11/06
Filed on:10/10/06FWP
10/6/06
10/5/06
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9/28/06FWP
9/25/06
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