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LB UBS Commercial Mortgage Trust 2001 C3 · 424B5 · On 7/27/01

Filed On 7/27/01, 10:28am ET   ·   Accession Number 950136-1-500972   ·   SEC File 333-58562-02

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

 7/27/01  LB UBS Com'l Mtge Trust 2001 C3   424B5                  1:1.1M                                   Capital Systems 01/FA

Prospectus   —   Rule 424(b)(5)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B5       Final Prospectus Supplement                          334   1.77M 


Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
5Table of Contents
6Summary of Prospectus Supplement
10Chrysler Building Companion Loan
12Description of the Offered Certificates
13Payments
17The Underlying Mortgage Loans and the Mortgaged Real Properties
20A. General
22Chrysler Building
24Vista Ridge Mall
25Westlake Center
28Risk Factors
29Risks Related to the Underlying Mortgage Loans
36Capitalized Terms Used in this Prospectus Supplement
"Forward-Looking Statements
37Description of the Mortgage Pool
"General
38Cross-Collateralized Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated Borrowers
"Terms and Conditions of the Underlying Mortgage Loans
39ARD Loans
41Other Prepayment Provisions
"Defeasance Loans
42Due-On-Sale and Due-On-Encumbrance Provisions
43Significant Underlying Mortgage Loans
"The Chrysler Building Mortgage Loan
"Interest Rate; Application of Interest and Principal Payments; Prepayments; Defeasance
45The Chrysler Building
46Underwritten debt service coverage ratio
47Reserves and Escrows
"Lockbox
"Ground Lease
"The Cape Cod Mall Mortgage Loan
50Reserves, Escrows and Letters of Credit
"Ground Leases
55The Westlake Center Mortgage Loan
59Additional Loan and Property Information
60Secondary and Other Financing
"Zoning and Building Code Compliance
61Assessments of Property Condition
62Environmental Assessments
64Assignment of the Underlying Mortgage Loans
"Structured Asset Securities Corporation
65Representations and Warranties
66Cures and Repurchases
67Changes in Mortgage Pool Characteristics
"Repurchase of Early Defeasance Mortgage Loans
68Servicing of the Underlying Mortgage Loans
"The Initial Master Servicer and the Initial Special Servicer
69Servicing and Other Compensation and Payment of Expenses
70Additional Master Servicing Compensation
72Additional Special Servicing Compensation
73The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder
75Replacement of the Special Servicer by the Series 2001-C3 Controlling Class
76Modifications, Waivers, Amendments and Consents
78Required Appraisals
79Custodial Account
82Maintenance of Insurance
"Realization Upon Defaulted Mortgage Loans; Sale of Defaulted Mortgage Loans and REO Properties
85REO Properties
86Inspections; Collection of Operating Information
87Evidence as to Compliance
"Events of Default
88Rights Upon Event of Default
90Registration and Denominations
91Collection Account
92Interest Reserve Account
93Payments of Interest
94Calculation of Pass-Through Rates
"Payments of Principal
96Priority of Payments
97Payments of Prepayment Premiums and Yield Maintenance Charges
98Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses
100Advances of Delinquent Monthly Debt Service Payments
101Reports to Certificateholders; Available Information
103Information Available Electronically
104Termination
105The Trustee
106The Fiscal Agent
107Yield and Maturity Considerations
"Rate and Timing of Principal Payments
111Use of Proceeds
"Federal Income Tax Consequences
114ERISA Considerations
116Legal Investment
117Method of Distribution
118Legal Matters
"Ratings
119Glossary
132Annex A-1
138Average cut-off date principal balance
139U/W Ncf Dscr
155Annex A-2
158Annex A-3
"Certain Information Regarding Reserves
161Annex B
"Certain Information Regarding Multifamily Properties
165Annex C-1
171Annex C-2
177Annex D
197Important Notice About the Information Presented in This Prospectus
"Available Information; Incorporation by Reference
198Summary of Prospectus
207Lack of Liquidity Will Impair Your Ability to Sell Your Offered Certificates and May Have an Adverse Effect on the Market Value of Your Offered Certificates
208Payments on the Offered Certificates Will Be Made Solely from the Limited Assets of the Related Trust, and Those Assets May Be Insufficient to Make All Required Payments on Those Certificates
"Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses
216Borrower Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss
"Loan Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss
"Geographic Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss
217Changes in Pool Composition Will Change the Nature of Your Investment
"Subordinate Debt Increases the Likelihood that a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates
"Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan Underlying Your Offered Certificates
218Environmental Liabilities Will Adversely Affect the Value and Operation of the Contaminated Property and May Deter a Lender from Foreclosing
220Some Provisions in the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as Being Unenforceable
"Cross-Collateralization Arrangements
"Prepayment Premiums, Fees and Charges
"Due-on-Sale and Debt Acceleration Clauses
221Lack of Insurance Coverage Exposes a Trust to Risk for Particular Special Hazard Losses
224Capitalized Terms used in this Prospectus
"Description of the Trust Assets
"Mortgage Loans
240Default and Loss Considerations with Respect to Commercial and Multifamily Mortgage Loans
243Mortgage-Backed Securities
245Arrangements Providing Reinvestment, Interest Rate and Currency Related Protection
247Yield and Prepayment Considerations
252Description of the Certificates
255Allocation of Losses and Shortfalls
256Advances
"Reports to Certificateholders
257Book-Entry Registration
261Description of the Governing Documents
265Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us
266Amendment
268Duties of the Trustee
"Matters Regarding the Trustee
"Resignation and Removal of the Trustee
270Description of Credit Support
272Legal Aspects of Mortgage Loans
274Foreclosure
277Leasehold Considerations
278Bankruptcy Laws
279Environmental Considerations
"Cercla
281Subordinate Financing
282Default Interest and Limitations on Prepayments
"Americans with Disabilities Act
285REMICs
"Characterization of Investments in REMIC Certificates
287Taxation of Owners of REMIC Regular Certificates
"Original Issue Discount
290Market Discount
291Premium
292Realized Losses
"Taxation of Owners of REMIC Residual Certificates
293Taxable Income of the REMIC
295Basis Rules, Net Losses and Distributions
"Excess Inclusions
300Sales of REMIC Certificates
301Prohibited Transactions Tax and Other Taxes
303Reporting and Other Administrative Matters
305Backup Withholding with Respect to REMIC Certificates
"Foreign Investors in REMIC Certificates
307Qualification as a FASIT
"Permitted Assets
312Grantor Trusts
313Taxation of Owners of Grantor Trust Fractional Interest Certificates
314If Stripped Bond Rules Apply
316If Stripped Bond Rules Do Not Apply
319Sales of Grantor Trust Certificates
322State and Other Tax Consequences
323Plan Asset Regulations
328Financial Information
329Rating
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Filed Pursuant to Rule 424(b)(5) Registration File No.: 333-58562-02 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED APRIL 18, 2001) [LEHMAN BROTHERS LOGO] [UBS WARBURG LOGO] LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2001-C3 CLASS A-1, CLASS A-2, CLASS B, CLASS C AND CLASS D APPROXIMATE TOTAL PRINCIPAL BALANCE AT INITIAL ISSUANCE: $1,249,578,000 We, Structured Asset Securities Corporation, have prepared this prospectus supplement in order to offer the classes of commercial mortgage pass-through certificates identified above. These certificates are the only securities offered by this prospectus supplement. This prospectus supplement specifically relates to, and is accompanied by, our prospectus dated April 18, 2001. We will not list the offered certificates on any national securities exchange or any automated quotation system of any registered securities associations, such as NASDAQ. The offered certificates will represent interests only in the trust identified above. They will not represent interests in or obligations of any other party. The assets of the trust will include a pool of multifamily and commercial mortgage loans. The initial mortgage pool balance that we expect to transfer to the trust will be approximately $1,382,342,368. No governmental agency or instrumentality or private insurer has insured or guaranteed the offered certificates or any of the mortgage loans that back them. Each class of offered certificates will receive, to the extent of available funds, monthly distributions of interest, principal or both, commencing in August 2001. The table on page S-4 of this prospectus supplement contains a list of the classes of offered certificates and states the principal balance, initial interest rate, interest rate description, and other select characteristics of each class. Credit enhancement is being provided through the subordination of various non-offered classes of series 2001-C3 certificates. That same table on page S-4 of this prospectus supplement also contains a list of the non-offered classes of the series 2001-C3 certificates. --------------- YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-26 IN THIS PROSPECTUS SUPPLEMENT AND ON PAGE 13 IN THE ACCOMPANYING PROSPECTUS PRIOR TO INVESTING IN THE OFFERED CERTIFICATES. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------- Lehman Brothers Inc., UBS Warburg LLC and Bear, Stearns & Co. Inc. are the underwriters for this offering. They will purchase their respective allocations of the offered certificates from us, subject to the satisfaction of specified conditions. Our proceeds from the sale of the offered certificates will equal approximately 100.5% of the total initial principal balance of the offered certificates, plus accrued interest, before deducting expenses payable by us. Each underwriter's commission will be the difference between the price it pays to us for its allocation of the offered certificates and the amount it receives from the sale of those offered certificates to the public. The underwriters currently intend to sell the offered certificates at varying prices to be determined at the time of sale. See "Method of Distribution" in this prospectus supplement. With respect to this offering, Lehman Brothers Inc. is acting as lead manager and sole bookrunner, UBS Warburg LLC is acting as co-lead manager, and Bear, Stearns & Co. Inc. is acting as co-manager. LEHMAN BROTHERS UBS WARBURG BEAR, STEARNS & CO. INC. The date of this prospectus supplement is July 20, 2001.
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LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3 Commercial Mortgage Pass-Through Certificates, Series 2001-C3 WASHINGTON OREGON HAWAII CALIFORNIA 6 properties 1 property 1 property 31 properties 7.7% of total 0.7% of total 0.6% of total 17.2% of total NEVADA ARIZONA COLORADO TEXAS 3 properties 6 properties 2 properties 19 properties 0.6% of total 3.2% of total 0.4% of total 13.2% of total OKLAHOMA LOUISIANA MISSISSIPPI ALABAMA 1 property 4 properties 1 property 1 property 0.3% of total 0.6% of total 0.2% of total 0.3% of total FLORIDA GEORGIA TENNESSEE SOUTH CAROLINA 10 properties 5 properties 3 properties 1 property 2.4% of total 2.0% of total 0.9% of total 0.2% of total NORTH CAROLINA VIRGINIA MARYLAND NEW JERSEY 4 properties 5 properties 1 property 2 properties 1.4% of total 6.8% of total 0.9% of total 0.6% of total NEW YORK CONNECTICUT MASSACHUSETTS MAINE 12 properties 2 properties 8 properties 3 properties 19.8% of total 0.7% of total 9.4% of total 0.1% of total NEW HAMPSHIRE PENNSYLVANIA OHIO MICHIGAN 1 property 3 properties 5 properties 5 properties 0.2% of total 3.8% of total 1.6% of total 0.8% of total ILLINOIS MINNESOTA MISSOURI KANSAS 3 properties 1 property 1 property 8 properties 1.0% of total 0.6% of total 0.2% of total 1.5% of total -------------------------------------------------------------------------------- [ ] greater than 10.0% of Initial Pool Balance [ ] 5.1 - 10.0% of Initial Pool Balance [ ] 1.1 - 5.0% of Initial Pool Balance [ ] less than or equal to 1.0% of Initial Pool Balance -------------------------------------------------------------------------------- MORTGAGE LOANS BY PROPERTY TYPE Retail 42.4% Office 34.8% Multifamily(1) 10.1% Hotel 3.6% Industrial/Warehouse 3.5% Self-Storage 2.2% Mobile Home Park 1.5% Office/Industrial 1.0% Other 0.7% Mixed Use 0.3%
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Chrysler Building, New York, NY [PHOTOGRAPH OMITTED] Cape Cod Mall, Hyannis, MA [PHOTOGRAPH OMITTED]
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Vista Ridge Mall, Lewisville (Dallas MSA), TX [PHOTOGRAPH OMITTED] Westlake Center, Seattle WA [PHOTOGRAPH OMITTED]
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TABLE OF CONTENTS [Download Table] PAGE ------ PROSPECTUS SUPPLEMENT Important Notice About the Information Contained in this Prospectus Supplement, the Accompanying Prospectus and the Related Registration Statement ......................... S-3 Summary of Prospectus Supplement ............................. S-4 Risk Factors ................................................. S-26 Capitalized Terms Used in this Prospectus Supplement ......... S-34 Forward-Looking Statements ................................... S-34 Description of the Mortgage Pool ............................. S-35 Servicing of the Underlying Mortgage Loans ................... S-66 Description of the Offered Certificates ...................... S-88 Yield and Maturity Considerations ............................ S-105 Use of Proceeds .............................................. S-109 Federal Income Tax Consequences .............................. S-109 ERISA Considerations ......................................... S-112 Legal Investment ............................................. S-114 Method of Distribution ....................................... S-115 Legal Matters ................................................ S-116 Ratings ...................................................... S-116 Glossary ..................................................... S-117 ANNEX A-1--Certain Characteristics of the Underlying Mortgage Loans ............................................. A-1-1 ANNEX A-2--Certain Monetary Terms of the Underlying Mortgage Loans ............................................. A-2-1 ANNEX A-3--Certain Information Regarding Reserves ............ A-3-1 ANNEX B--Certain Information Regarding Multifamily Properties ................................................. B-1 ANNEX C-1--Price/Yield Tables ................................ C-1-1 [Download Table] PAGE ------ ANNEX C-2--Decrement Tables .................................. C-2-1 ANNEX D--Form of Payment Date Statement ...................... D-1 PROSPECTUS Important Notice About the Information Presented in this Prospectus ................................................. 3 Available Information; Incorporation by Reference ............ 3 Summary of Prospectus ........................................ 4 Risk Factors ................................................. 13 Capitalized Terms used in this Prospectus .................... 30 Description of the Trust Assets .............................. 30 Yield and Maturity Considerations ............................ 53 Structured Asset Securities Corporation ...................... 58 Description of the Certificates .............................. 58 Description of the Governing Documents ....................... 67 Description of Credit Support ................................ 76 Legal Aspects of Mortgage Loans .............................. 78 Federal Income Tax Consequences .............................. 90 State and Other Tax Consequences ............................. 128 ERISA Considerations ......................................... 128 Legal Investment ............................................. 131 Use of Proceeds .............................................. 133 Method of Distribution ....................................... 133 Legal Matters ................................................ 134 Financial Information ........................................ 134 Rating ....................................................... 135 Glossary ..................................................... 136 -------------- IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT, THE ACCOMPANYING PROSPECTUS AND THE RELATED REGISTRATION STATEMENT Information about the offered certificates is contained in two separate documents: o this prospectus supplement, which describes the specific terms of the offered certificates; and o the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates. You should read both this prospectus supplement and the accompanying prospectus in full to obtain material information concerning the offered certificates. In addition, we have filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, with respect to the offered certificates. This prospectus supplement and the accompanying prospectus form a part of that registration statement. However, this prospectus supplement and the accompanying prospectus do not contain all of the information contained in our registration statement. For further information regarding the documents referred to in this prospectus supplement and the accompanying prospectus, you should refer to our registration statement and the exhibits to it. Our registration statement and the exhibits to it can be inspected and copied at prescribed rates at the public reference facilities maintained by the SEC at its public reference section, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices located at: Chicago regional office, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661; and New York regional office, Seven World Trade Center, New York, New York 10048. Copies of these materials can also be obtained electronically through the SEC's internet web site (http://www.sec.gov). You should only rely on the information contained in this prospectus supplement, the accompanying prospectus and our registration statement. We have not authorized any person to give any other information or to make any representation that is different from the information contained in this prospectus supplement, the accompanying prospectus or our registration statement. S-3
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SUMMARY OF PROSPECTUS SUPPLEMENT This summary contains selected information regarding the offering being made by this prospectus supplement. It does not contain all of the information you need to consider in making your investment decision. To understand all of the terms of the offering of the offered certificates, you should read carefully this prospectus supplement and the accompanying prospectus in full. INTRODUCTION TO THE TRANSACTION The offered certificates will be part of a series of commercial mortgage pass-through certificates designated as the Series 2001-C3 Commercial Mortgage Pass-Through Certificates and consisting of multiple classes. The table below identifies the respective classes of that series, specifies various characteristics of each of those classes and indicates which of those classes are offered by this prospectus supplement and which are not. SERIES 2001-C3 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES [Enlarge/Download Table] APPROX. TOTAL PRINCIPAL APPROX. BALANCE OR APPROX.% TOTAL CREDIT APPROX. WEIGHTED NOTIONAL OF INITIAL SUPPORT AT PASS-THROUGH INITIAL AVERAGE AMOUNT AT MORTGAGE INITIAL RATE PASS-THROUGH LIFE PRINCIPAL S&P/FITCH CLASS INITIAL ISSUANCE POOL BALANCE ISSUANCE DESCRIPTION RATE (YEARS) WINDOW RATINGS ----------- ------------------ -------------- -------------- -------------- -------------- --------- ------------- ---------- Offered Certificates A-1 ....... $ 351,391,000 25.4% 18.00% Fixed 6.0580% 5.77 08/01-12/10 AAA/AAA A-2 ....... $ 782,129,000 56.6% 18.00% Fixed 6.3650% 9.71 12/10-06/11 AAA/AAA B ......... $ 55,294,000 4.0% 14.00% Fixed 6.5120% 9.89 06/11-07/11 AA/AA C ......... $ 44,764,000 3.2% 10.76% Fixed 6.6530% 9.96 07/11-07/11 A/A D ......... $ 16,000,000 1.2% 9.60% Fixed 6.7310% 9.96 07/11-07/11 A-/A- Non-Offered Certificates X ......... $1,382,342,368 N/A N/A WAC IO 1.2168% N/A N/A N/A E ......... $ 18,000,000 1.3% N/A Fixed(1) 6.9500% N/A N/A N/A F ......... $ 18,000,000 1.3% N/A WAC(2) 7.3109% N/A N/A N/A G ......... $ 12,095,000 0.9% N/A WAC(3) 7.5409% N/A N/A N/A H ......... $ 15,552,000 1.1% N/A Fixed 6.1600% N/A N/A N/A J ......... $ 20,735,000 1.5% N/A Fixed 6.1600% N/A N/A N/A K ......... $ 6,912,000 0.5% N/A Fixed 6.1600% N/A N/A N/A L ......... $ 10,367,000 0.7% N/A Fixed 6.1600% N/A N/A N/A M ......... $ 3,456,000 0.3% N/A Fixed 6.1600% N/A N/A N/A N ......... $ 6,912,000 0.5% N/A Fixed 6.1600% N/A N/A N/A P ......... $ 3,456,000 0.3% N/A Fixed 6.1600% N/A N/A N/A Q ......... $ 17,279,368 1.3% N/A Fixed 6.1600% N/A N/A N/A R-LR ...... N/A N/A N/A N/A N/A N/A N/A N/A R-I ....... N/A N/A N/A N/A N/A N/A N/A N/A R-II ...... N/A N/A N/A N/A N/A N/A N/A N/A R-III ..... N/A N/A N/A N/A N/A N/A N/A N/A -------- (1) If, with respect to any interest accrual period, the weighted average of certain net interest rates on the pooled mortgage loans is below the identified initial pass-through rate for the class E certificates, then the pass-through rate for the class E certificates for that interest accrual period will be that weighted average rate. (2) The pass-through rate for the class F certificates will be equal to the weighted average of certain net interest rates on the pooled mortgaged loans from time to time minus 0.23%. (3) The pass-through rate for the class G certificates will be equal to the weighted average of certain net interest rates on the pooled mortgage loans from time to time. The offered certificates will evidence beneficial ownership interests in a common law trust designated as the LB-UBS Commercial Mortgage Trust 2001-C3. We will form the trust at or prior to the time of initial issuance of the offered certificates. The assets of the trust will include a pool of multifamily and commercial mortgage loans having the characteristics described in this prospectus supplement. S-4
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The governing document for purposes of issuing the offered certificates and forming the trust will be a pooling and servicing agreement to be dated as of July 11, 2001. The pooling and servicing agreement will also govern the servicing and administration of the mortgage loans and other assets that back the offered certificates. The parties to the pooling and servicing agreement will include us, a trustee, a fiscal agent, a master servicer and a special servicer. A copy of the pooling and servicing agreement will be filed with the SEC as an exhibit to a current report on Form 8-K, within 15 days after the initial issuance of the offered certificates. The SEC will make that current report on Form 8-K and its exhibits available to the public for inspection. A. TOTAL PRINCIPAL BALANCE OR NOTIONAL AMOUNT AT INITIAL ISSUANCE... The table on page S-4 of this prospectus supplement identifies for each class of the series 2001-C3 certificates the approximate total principal balance, if any, of that class at initial issuance. The actual total principal balance of any class of series 2001-C3 certificates at initial issuance may be larger or smaller than the amount shown above, depending on, among other things, the actual size of the initial mortgage pool balance. The actual size of the initial mortgage pool balance may be as much as 5% larger or smaller than the amount presented in this prospectus supplement. The class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates are the series 2001-C3 certificates with principal balances. The principal balance of any of those certificates at any time represents the maximum amount that the holder may receive as principal out of cashflow received on or with respect to the underlying mortgage loans. The class X certificates do not have principal balances. For purposes of calculating the amount of accrued interest, however, the class X certificates will have notional amounts. The total notional amount of the class X certificates will equal the total principal balance of the class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates outstanding from time to time. The total initial notional amount of the class X certificates will be approximately $1,382,342,368, although it may be as much as 5% larger or smaller. The class R-LR, R-I, R-II and R-III certificates do not have principal balances or notional amounts. They are residual interest certificates. The holders of the class R-LR, R-I, R-II and R-III certificates are not expected to receive any material payments. B. TOTAL CREDIT SUPPORT AT INITIAL ISSUANCE... The respective classes of the series 2001-C3 certificates entitle their holders to varying degrees of seniority for purposes of-- o receiving payments of interest and, if and when applicable, payments of principal, and o bearing the effects of losses on the underlying mortgage loans, as well as default-related and other unanticipated expenses of the trust. The class A-1, A-2 and X certificates are the most senior. The class R-LR, R-I, R-II and R-III certificates are the most subordinate, but they do not provide any credit support to the other series 2001-C3 certificates. The remaining classes of series 2001-C3 certificates are listed from top to bottom in the table on page S-4 of this prospectus supplement in descending order of seniority. The table on page S-4 of this prospectus supplement shows the approximate total credit support provided to each class of the offered certificates through the subordination of other classes of the series 2001-C3 certificates. In the case of each S-5
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class of offered certificates, the credit support shown in the table on page S-4 of this prospectus supplement represents the total initial principal balance, expressed as a percentage of the initial mortgage pool balance, of all classes of the series 2001-C3 certificates that are subordinate to the indicated class. C. PASS-THROUGH RATE... Each class of the series 2001-C3 certificates, other than the class R-LR, R-I, R-II and R-III certificates, will bear interest. The table on page S-4 of this prospectus supplement provides the indicated information regarding the pass-through rate at which each of those classes of the series 2001-C3 certificates will accrue interest. The respective pass-through rates for the class A-1, A-2, B, C, D, H, J, K, L, M, N, P and Q certificates will, in the case of each of those classes, be fixed at the rate per annum identified in the table on page S-4 of this prospectus supplement as the initial pass-through rate for the subject class. The pass-through rate for the class E certificates will generally be fixed at the rate per annum identified in the table on page S-4 of this prospectus supplement as the initial pass-through rate for that class. However, with respect to any interest accrual period, if the weighted average pool pass-through rate is below the fixed pass-through rate for the class E certificates, then the pass-through rate that will be in effect for the class E certificates during that interest accrual period will be that weighted average pool pass-through rate. The pass-through rate for the class F certificates for each interest accrual period, which is identified on the table on page S-4 to this prospectus supplement as WAC, will equal the weighted average pool pass-through rate minus 0.23%. The pass-through rate for the class G certificates for each interest accrual period, which is identified on the table on page S-4 to this prospectus supplement as WAC, will equal the weighted average pool pass-through rate. The pass-through rate for the class X certificates will equal the weighted average of the respective class X strip rates for various classes of series 2001-C3 certificates with principal balances. In the case of each of those classes of series 2001-C3 certificates with principal balances, the class X strip rate will equal the excess, if any, of-- o a weighted average pool pass-through rate, over o the pass-through rate for the particular class of series 2001-C3 certificates with a principal balance. As used in the preceding three paragraphs, the weighted average pool pass-through rate is equal to the weighted average of certain net interest rates on the pooled mortgage loans. D. WEIGHTED AVERAGE LIFE AND PRINCIPAL WINDOW........... The weighted average life of any class of offered certificates refers to the average amount of time that will elapse from the date of their issuance until each dollar to be applied in reduction of the total principal balance of those certificates is paid to the investor. The principal window for any class of offered certificates is the period during which the holders of that class of offered certificates will receive payments of principal. The weighted average life and principal window shown in the table on page S-4 of this prospectus supplement for each class of offered certificates were calculated based on the following assumptions with respect to each underlying mortgage loan-- o the related borrower timely makes all payments on the mortgage loan, S-6
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o if the mortgage loan has an anticipated repayment date, as described under "--The Underlying Mortgage Loans and the Mortgaged Real Properties" below, the mortgage loan will be paid in full on that date, and o that mortgage loan will not otherwise be prepaid prior to stated maturity. The weighted average life and principal window shown in the table on page S-4 of this prospectus supplement for each class of offered certificates were further calculated based on the other modeling assumptions referred to under "Yield and Maturity Considerations" in, and set forth in the glossary to, this prospectus supplement. E. RATINGS............. The ratings shown in the table on page S-4 of this prospectus supplement for the offered certificates are those of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Fitch, Inc., respectively. It is a condition to their issuance that the respective classes of the offered certificates receive credit ratings no lower than those shown in the table on page S-4 of this prospectus supplement. The ratings assigned to the respective classes of the offered certificates address the timely payment of interest and the ultimate payment of principal on or before the applicable rated final payment date, which will be o the payment date in June 2020 in the case of the class A-1 certificates, o the payment date in December 2028 in the case of the class A-2 certificates, and o the payment date in June 2036 in the case of the other classes of offered certificates with principal balances. A security rating is not a recommendation to buy, sell or hold securities and the assigning rating agency may revise or withdraw its rating at any time. For a description of the limitations of the ratings of the offered certificates, see "Ratings" in this prospectus supplement. RELEVANT PARTIES WHO WE ARE............. Our name is Structured Asset Securities Corporation. We are a special purpose Delaware corporation. Our address is 200 Vesey Street, New York, New York 10285, and our telephone number is (212) 526-7000. See "Structured Asset Securities Corporation" in the accompanying prospectus. INITIAL TRUSTEE........ LaSalle Bank National Association, a nationally chartered bank, will act as the initial trustee on behalf of all the series 2001-C3 certificateholders. See "Description of the Offered Certificates--The Trustee" in this prospectus supplement. The trustee will also have, or be responsible for appointing an agent to perform, additional duties with respect to tax administration. Following the transfer of the mortgage loans into the trust, the trustee, on behalf of the trust, will become the mortgagee under each pooled mortgage loan, acting in that capacity through the master servicer and the special servicer in accordance with the pooling and servicing agreement. INITIAL FISCAL AGENT... ABN AMRO Bank N.V., a Netherlands banking corporation, will act as the initial fiscal agent with respect to the trustee. See "Description of the Offered Certificates--The Fiscal Agent" in this prospectus supplement. S-7
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INITIAL MASTER SERVICER............... First Union National Bank, a national banking association, will act as the initial master servicer with respect to the pooled mortgage loans. See "Servicing of the Underlying Mortgage Loans--The Initial Master Servicer and the Initial Special Servicer" in this prospectus supplement. INITIAL SPECIAL SERVICER............... Lennar Partners, Inc., a Florida corporation, will act as the initial special servicer with respect to the pooled mortgage loans. See "Servicing of the Underlying Mortgage Loans--The Initial Master Servicer and the Initial Special Servicer" in this prospectus supplement. CONTROLLING CLASS OF CERTIFICATEHOLDERS.... The holders of certificates representing a majority interest in a designated controlling class of the series 2001-C3 certificates will have the right, subject to the conditions described under "Servicing of the Underlying Mortgage Loans--The Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" and "--Replacement of the Special Servicer by the Series 2001-C3 Controlling Class" in this prospectus supplement, to-- o replace the special servicer, and o select a representative that may direct and advise the special servicer on various servicing matters. Unless there are significant losses on the underlying mortgage loans, the controlling class of series 2001-C3 certificateholders will be the holders of a non-offered class of series 2001-C3 certificates.  CHRYSLER BUILDING COMPANION LOAN NOTEHOLDER............ As described under "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan", one mortgage loan in the trust is secured by a mortgaged real property that also constitutes security for another loan that is not included in the trust but will be serviced and administered in accordance with the pooling and servicing agreement. In general, if the unpaid principal balance of the other mortgage loan that is outside the trust, reduced as described below in this paragraph, is equal to or greater than 50% of its original principal balance, then the holder of that other mortgage loan will have the right, subject to the conditions described under "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan" and "Servicing of the Underlying Mortgage Loans--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" in this prospectus supplement, to advise and direct the special servicer with respect to various servicing matters affecting that other mortgage loan that is outside the trust and the corresponding pooled mortgage loan that is in the trust. If any of the adverse events or circumstances that we refer to under "Servicing of the Underlying Mortgage Loans--Required Appraisals" in, and identify in the glossary to, this prospectus supplement, occurs or exists with respect to the mortgage loan pair referred to above in this paragraph, then for purposes of determining whether the unpaid principal balance of the outside-the-trust mortgage loan that is part of that mortgage loan pair is equal to or greater than 50% of its original principal balance, its unpaid principal balance will be reduced by the resulting appraisal reduction amount referred to in that section and explained in the glossary to this prospectus supplement. S-8
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UNDERWRITERS........... Lehman Brothers Inc., UBS Warburg LLC and Bear, Stearns & Co. Inc. are the underwriters of this offering. With respect to this offering-- o Lehman Brothers Inc. is acting as lead manager and sole bookrunner, o UBS Warburg LLC is acting as co-lead manager, and o Bear, Stearns & Co. Inc. is acting as co-manager. Lehman Brothers Inc. is our affiliate and an affiliate of one of the mortgage loan sellers. UBS Warburg LLC is an affiliate of the other mortgage loan seller. See "Method of Distribution" in this prospectus supplement. RELEVANT DATES AND PERIODS CUT-OFF DATE........... The pooled mortgage loans will be considered part of the trust as of a cut-off date of July 11, 2001. All payments and collections received on the underlying mortgage loans after that date, excluding any payments or collections that represent amounts due on or before that date, will belong to the trust. Accordingly, July 11, 2001 is the date as of which we present much of the information relating to the underlying mortgage loans and the mortgaged real properties for those loans in this prospectus supplement. ISSUE DATE............. The date of initial issuance for the offered certificates will be on or about July 30, 2001. PAYMENT DATE........... Payments on the offered certificates are scheduled to occur monthly, commencing in August 2001. During any given month, the payment date will be the fourth business day following the 11th calendar day of that month or, if that 11th calendar day is not a business day, then the fifth business day following that 11th calendar day. RECORD DATE............ The record date for each monthly payment on an offered certificate will be the last business day of the prior calendar month. The registered holders of the offered certificates at the close of business on each record date will be entitled to receive any payments on those certificates on the following payment date. COLLECTION PERIOD...... Amounts available for payment on the offered certificates on any payment date will depend on the payments and other collections received, and any advances of payments due, on the underlying mortgage loans during the related collection period. Each collection period-- o will relate to a particular payment date, o will be approximately one month long, o will begin immediately after the prior collection period ends or, in the case of the first collection period, will begin on July 12, 2001, and o will end on the 11th day of the same calendar month as the related payment date or, if that 11th day is not a business day, the following business day. INTEREST ACCRUAL PERIOD................. The amount of interest payable with respect to the offered certificates on any payment date will be a function of the interest accrued during the related interest accrual period. The interest accrual period for any payment date will be the period commencing on the 11th day of the month preceding the month in which that payment date occurs and ending on the 10th day of the month in which that payment date occurs. S-9
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RATED FINAL PAYMENT DATE........... The rated final payment dates for the respective classes of the offered certificates are as follows: o for the class A-1 certificates, the payment date in June 2020; o for the class A-2 certificates, the payment date in December 2028; and o for the class B, C and D certificates, the payment date in June 2036. As discussed in this prospectus supplement, the ratings assigned to the respective classes of offered certificates will represent the likelihood of-- o timely receipt by the holders of all interest to which they are entitled on each payment date, and o the ultimate receipt by the holders of all principal to which they are entitled by the related rated final payment date. ASSUMED FINAL PAYMENT DATE........... With respect to any class of offered certificates, the assumed final payment date is the payment date on which the holders of those certificates would be expected to receive their last payment and the total principal balance of those certificates would be expected to be reduced to zero, based upon-- o the assumption that each borrower timely makes all payments on its pooled mortgage loan; o the assumption that each pooled mortgage loan with an anticipated repayment date is paid in full on that date; o the assumption that no borrower otherwise prepays its pooled mortgage loan prior to stated maturity; and o the other modeling assumptions referred to under "Yield and Maturity Considerations" in, and set forth in the glossary to, this prospectus supplement. Accordingly, the assumed final payment date for each class of offered certificates is the payment date in the calendar month and year set forth below for that class: MONTH AND YEAR OF ASSUMED FINAL CLASS PAYMENT DATE ----- ----------------- A-1 ..................... December 2010 A-2 ..................... June 2011 B ....................... July 2011 C ....................... July 2011 D ....................... July 2011  DESCRIPTION OF THE OFFERED CERTIFICATES REGISTRATION AND DENOMINATIONS.......... We intend to deliver the offered certificates in book-entry form in original denominations of $10,000 initial principal balance and in any greater whole dollar denominations. You will initially hold your offered certificates through The Depository Trust Company. As a result, you will not receive a fully registered physical certificate representing your interest in any offered certificate, except under the limited circumstances described under "Description of the Offered Certificates--Registration and Denominations" in this prospectus supplement and under "Description of the Certificates--Book-Entry Registration" in the accompanying prospectus. We may elect to terminate the book-entry system through DTC with respect to all or any portion of any class of offered certificates. S-10
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PAYMENTS A. GENERAL............. The trustee will make payments of interest and principal to the respective classes of series 2001-C3 certificateholders entitled to those payments, sequentially as follows: PAYMENT ORDER CLASS --------------- -------------- 1st ............................ A-1, A-2 and X 2nd ............................ B 3rd ............................ C 4th ............................ D 5th ............................ E 6th ............................ F 7th ............................ G 8th ............................ H 9th ............................ J 10th ........................... K 11th ........................... L 12th ........................... M 13th ........................... N 14th ........................... P 15th ........................... Q Allocation of interest payments among the class A-1, A-2 and X certificates is pro rata based on the respective amounts of interest payable on each of those classes. Allocation of principal payments between the class A-1 and A-2 certificates is described under "--Payments--Payments of Principal" below. The class X certificates do not have principal balances and do not entitle their respective holders to payments of principal. See "Description of the Offered Certificates--Payments --Priority of Payments" in this prospectus supplement. B. PAYMENTS OF INTEREST............. Each class of series 2001-C3 certificates, other than the class R-LR, R-I, R-II and R-III certificates, will bear interest. In each case, that interest will accrue during each interest accrual period based upon-- o the pass-through rate applicable for the particular class for that interest accrual period, o the total principal balance or notional amount, as the case may be, of the particular class outstanding immediately prior to the related payment date, and o the assumption that each year consists of twelve 30-day months. The borrowers under the pooled mortgage loans are generally prohibited from making whole or partial voluntary prepayments that are not accompanied by a full month's interest on the prepayment. If, however, a whole or partial voluntary prepayment on an underlying mortgage loan is not accompanied by the amount of one full month's interest on the prepayment, then, as and to the extent described under "Description of the Offered Certificates--Payments --Payments of Interest" in this prospectus supplement, the resulting shortfall, less the amount of the master servicing fee that would have been payable from that uncollected interest, may be allocated to reduce the amount of accrued interest otherwise payable to the holders of all of the interest-bearing classes of the series 2001-C3 certificates, including the offered certificates, in reverse order of seniority to that shown in the table under "--Payments--General" above. On each payment date, subject to available funds and the payment priorities described under "--Payments --General" above, you will be entitled to receive your proportionate share of all unpaid distributable interest accrued with respect to your class of offered certificates through the end of the related interest accrual period. S-11
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See "Description of the Offered Certificates--Payments --Payments of Interest" and "--Payments--Priority of Payments" in this prospectus supplement. C. PAYMENTS OF PRINCIPAL.............. Subject to available funds and the payment priorities described under "--Payments--General" above, the holders of each class of offered certificates will be entitled to receive a total amount of principal over time equal to the total principal balance of their particular class. The trustee must make payments of principal in a specified sequential order to ensure that-- o no payments of principal will be made to the holders of any non-offered class of series 2001-C3 certificates until the total principal balance of the offered certificates, is reduced to zero, o no payments of principal will be made to the holders of the class B, C or D certificates until, in the case of each of those classes, the total principal balance of all more senior classes of offered certificates, is reduced to zero, and o except as described in the following paragraph, no payments of principal will be made to the holders of the class A-2 certificates until the total principal balance of the class A-1 certificates is reduced to zero. Because of losses on the underlying mortgage loans and/or default-related or other unanticipated expenses of the trust, the total principal balance of the class B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates could be reduced to zero at a time when the class A-1 and A-2 certificates remain outstanding. Under those circumstances, any payments of principal on the class A-1 and A-2 certificates will be made on a pro rata basis in accordance with their respective principal balances. The class X, R-LR, R-I, R-II and R-III certificates do not have principal balances and do not entitle their holders to payments of principal. The total payments of principal to be made on the series 2001-C3 certificates on any payment date will be a function of-- o the amount of scheduled payments of principal due or, in some cases, deemed due on the underlying mortgage loans during the related collection period, which payments are either received as of the end of that collection period or advanced by the master servicer, the trustee or the fiscal agent, and o the amount of any prepayments and other unscheduled collections of previously unadvanced principal with respect to the underlying mortgage loans that are received during the related collection period. See "Description of the Offered Certificates--Payments --Payments of Principal" and "--Payments--Priority of Payments" in this prospectus supplement. D. PAYMENTS OF PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES.. If any prepayment premium or yield maintenance charge is collected on any of the pooled mortgage loans, then the trustee will pay that amount in the proportions described under "Description of the Offered Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement, to-- o the holders of the class X certificates, and/or o the holders of any of the class A-1, A-2, B, C, D, E, F, and/or G certificates that are then entitled to receive payments of principal. S-12
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REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH LOSSES ON THE UNDERLYING MORTGAGE LOANS AND DEFAULT-RELATED AND OTHER UNANTICIPATED EXPENSES............... Because of losses on the underlying mortgage loans and/or default-related and other unanticipated expenses of the trust, the total principal balance of the mortgage pool, net of advances of principal, may fall below the total principal balance of the series 2001-C3 certificates. If and to the extent that those losses and expenses cause a deficit to exist following the payments made on the series 2001-C3 certificates on any payment date, the total principal balances of the following classes of series 2001-C3 certificates will be sequentially reduced in the following order, until that deficit is eliminated: REDUCTION ORDER CLASS --------------- ----- 1st ................................. Q 2nd ................................. P 3rd ................................. N 4th ................................. M 5th ................................. L 6th ................................. K 7th ................................. J 8th ................................. H 9th ................................. G 10th ................................ F 11th ................................ E 12th ................................ D 13th ................................ C 14th ................................ B 15th ................................ A-1 and A-2 Any reduction to the total principal balances of the class A-1 and class A-2 certificates will be made on a pro rata basis in accordance with the relative sizes of those principal balances. See "Description of the Offered Certificates-- Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS...... Except as described below in this "--Advances of Delinquent Monthly Debt Service Payments" subsection, the master servicer will be required to make advances with respect to any delinquent monthly debt service payments, other than balloon payments, due on the pooled mortgage loans, in each case net of related master servicing fees and workout fees. In addition, the trustee must make any of those advances that the master servicer is required, but fails, to make, and the fiscal agent must make any of those advances that the trustee is required, but fails, to make. As described under "Description of the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" in this prospectus supplement, any party that makes an advance will be entitled to be reimbursed for the advance, together with interest at the prime rate described in that section of this prospectus supplement. Notwithstanding the foregoing, none of the master servicer, the trustee or the fiscal agent will be required to make any advance that it determines, in its good faith and reasonable judgment, will not be recoverable from proceeds of the related mortgage loan. S-13
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In addition, if any of the adverse events or circumstances that we refer to under "Servicing of the Underlying Mortgage Loans--Required Appraisals" in, and identify in the glossary to, this prospectus supplement, occurs or exists with respect to any pooled mortgage loan or the mortgaged real property for that mortgage loan, the special servicer will be obligated to obtain a new appraisal or, in some cases involving pooled mortgage loans or mortgaged real properties with principal balances or allocated loan amounts, as the case may be, of less than $2,000,000, conduct a valuation estimate of that property. If, based on that appraisal or other valuation, it is determined that-- o the principal balance of, and other delinquent amounts due under, the mortgage loan, exceed o an amount equal to-- 1. 90% of the new estimated value of that real property, minus 2. the amount of any obligations secured by liens on the property, which liens are prior to the lien of the mortgage loan, plus 3. certain escrows and reserves and any letters of credit constituting additional security for the mortgage loan, then the amount otherwise required to be advanced with respect to that mortgage loan will be reduced. The reduction will be in the same proportion that the excess bears to the principal balance of the mortgage loan, net of related advances of principal. Due to the payment priorities, any reduction in advances will reduce the funds available to pay interest on the most subordinate interest-bearing class of series 2001-C3 certificates then outstanding. See "Description of the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" and "Servicing of the Underlying Mortgage Loans--Required Appraisals" in this prospectus supplement. See also "Description of the Certificates--Advances" in the accompanying prospectus. REPORTS TO CERTIFICATEHOLDERS..... On each payment date, the trustee will provide or make available to the registered holders of the offered certificates a monthly report substantially in the form of Annex D to this prospectus supplement. The trustee's report will detail among other things, the payments made to the series 2001-C3 certificateholders on that payment date and the performance of the underlying mortgage loans and the mortgaged real properties. Upon reasonable prior notice, you may also review at the trustee's offices during normal business hours a variety of information and documents that pertain to the pooled mortgage loans and the mortgaged real properties for those loans. We expect that the available information and documents will include loan documents, borrower operating statements, rent rolls and property inspection reports, to the extent received by the trustee. See "Description of the Offered Certificates--Reports to Certificateholders; Available Information" in this prospectus supplement. OPTIONAL TERMINATION... Specified parties to the transaction may terminate the trust when the total principal balance of the related mortgage pool, net of advances of principal, is less than 1.0% of the initial mortgage pool balance. See "Description of the Offered Certificates--Termination" in this prospectus supplement. S-14
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THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES GENERAL................ In this section, "--The Underlying Mortgage Loans and the Mortgaged Real Properties", we provide summary information with respect to the mortgage loans that we intend to include in the trust. For more detailed information regarding those mortgage loans, you should review the following sections in this prospectus supplement: o "Description of the Mortgage Pool"; o "Risk Factors--Risks Related to the Underlying Mortgage Loans"; o Annex A-1--Certain Characteristics of the Underlying Mortgage Loans; o Annex A-2--Certain Monetary Terms of the Underlying Mortgage Loans; and o Annex A-3--Certain Information Regarding Reserves. o Annex B--Certain Information Regarding Multifamily Properties. When reviewing the information that we have included in this prospectus supplement with respect to the mortgage loans that are to back the offered certificates, please note that-- o All numerical information provided with respect to the mortgage loans is provided on an approximate basis. o All weighted average information provided with respect to the mortgage loans reflects a weighting based on their respective cut-off date principal balances. We will transfer the cut-off date principal balance for each of the mortgage loans to the trust. We show the cut-off date principal balance for each of the mortgage loans on Annex A-1 to this prospectus supplement. o If any of the mortgage loans is secured by multiple real properties located in more than one state, a portion of that mortgage loan has been allocated to each of those properties. o When information with respect to mortgaged real properties is expressed as a percentage of the initial mortgage pool balance, the percentages are based upon the cut-off date principal balances of the related mortgage loans or allocated portions of those balances. o Statistical information regarding the mortgage loans may change prior to the date of initial issuance of the offered certificates due to changes in the composition of the mortgage pool prior to that date. It has been confirmed to us by S&P and/or Fitch, that five of the mortgage loans that we intend to include in the trust, representing 35.0% of the initial mortgage pool balance, each have, in the context of their inclusion in the mortgage pool, credit characteristics consistent with investment grade-rated obligations. Four of those mortgage loans are described under "Description of the Mortgage Pool-- Significant Underlying Mortgage Loans" in this prospectus supplement. SOURCE OF THE UNDERLYING MORTGAGE LOANS....... We are not the originator of any of the mortgage loans that we intend to include in the trust. We will acquire those mortgage loans from two separate parties. Except in two cases, representing 0.7% of the initial mortgage pool balance, each of those mortgage loans was originated by-- o the related mortgage loan seller from whom we acquired the mortgage loan, S-15
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o an affiliate of the related mortgage loan seller, or o a correspondent in the related mortgage loan seller's or its affiliate's conduit lending program. References in the prior sentence to an affiliate of the related mortgage loan seller include an originator that became such an affiliate after the origination of the related mortgage loans. One of the mortgage loan sellers is an affiliate of us and of Lehman Brothers Inc. The other mortgage loan seller is an affiliate of UBS Warburg LLC. PAYMENT AND OTHER TERMS............ Each of the mortgage loans that we intend to include in the trust is the obligation of a borrower to repay a specified sum with interest. Repayment of each of the mortgage loans is secured by a mortgage lien on the ownership and/or leasehold interest of the related borrower or another party in one or more commercial or multifamily real properties. Except for limited permitted encumbrances, which we identify in the glossary to this prospectus supplement, that mortgage lien will be a first priority lien. All of the mortgage loans are or should be considered nonrecourse. None of the mortgage loans are insured or guaranteed by any governmental agency or instrumentality or by any private mortgage insurer. Each of the mortgage loans currently accrues interest at the annual rate specified with respect to that loan on Annex A-1 to this prospectus supplement. Except as otherwise described below with respect to mortgage loans that have anticipated repayment dates, the mortgage interest rate for each mortgage loan is, in the absence of default, fixed for the entire term of the loan. Subject, in some cases, to a next business day convention-- o six of the mortgage loans, representing 3.2% of the initial mortgage pool balance, provide for scheduled payments of principal and/or interest to be due on the first day of each month, o two of the mortgage loans, representing 0.7% of the initial mortgage pool balance, provide for scheduled payments of principal and/or interest to be due on the tenth day of each month, and o one hundred twenty-seven of the mortgage loans, representing 96.0% of the initial mortgage pool balance, provide for scheduled payments of principal and/or interest to be due on the eleventh day of each month. One hundred eleven of the mortgage loans, representing 54.1% of the initial mortgage pool balance, provide for: o amortization schedules that are longer than their respective remaining terms to stated maturity; and o a substantial balloon payment of principal on each of their respective maturity dates. Twenty-four of the mortgage loans, representing 45.9% of the initial mortgage pool balance, provide material incentives to the related borrower to pay the mortgage loan in full by a specified date prior to the related maturity date. We consider that date to be the anticipated repayment date for the mortgage loan. There can be no assurance, however, that these incentives will result in any of these mortgage loans being paid in full on or before its anticipated repayment date. The incentives, which S-16
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in each case will become effective as of the related anticipated repayment date, include: o The calculation of interest at a rate per annum in excess of the initial mortgage interest rate. The additional interest in excess of interest at the initial mortgage interest rate will be deferred, may be compounded and will be payable only after the outstanding principal balance of the mortgage loan is paid in full. o The application of excess cash flow from the mortgaged real property, after debt service payments and any specified reserves or expenses have been funded or paid, to pay the principal amount of the mortgage loan. The payment of principal from excess cash flow will be in addition to the principal portion, if any, of the normal monthly debt service payment. DELINQUENCY STATUS..... None of the mortgage loans that we intend to include in the trust was 30 days or more delinquent with respect to any monthly debt service payment as of the cut-off date or at any time during the 12-month period preceding that date. PREPAYMENT LOCK-OUT PERIODS AND DEFEASANCE............ A prepayment lock-out period is currently in effect for all of the mortgage loans to be included in the trust. A lock-out period is a period during which the principal balance of a mortgage loan may not be voluntarily prepaid in whole or in part. One hundred thirty-three mortgage loans, representing 99.4% of the initial mortgage pool balance, provide for a period, following the initial prepayment lockout period, when voluntary prepayments are prohibited but the related borrower may obtain a full or partial release of the mortgaged real property from the related mortgage lien by defeasing the mortgage loan through the delivery of U.S. Treasury securities or other government securities, within the meaning of section 2(a)(16) of the Investment Company Act of 1940, which are acceptable to the applicable rating agencies, as substitute collateral. Except with respect to two of the mortgage loans, representing 0.7% of the initial mortgage pool balance, defeasance may not occur prior to the second anniversary of the date of initial issuance of the certificates. Two mortgage loans, representing 0.6% of the initial mortgage pool balance, each provide for a period, following the initial prepayment lock-out period, when the loan is prepayable with a payment of additional consideration for prepayment, but does not provide for defeasance. Set forth below is information regarding the remaining terms of the lock-out/ defeasance periods for the mortgage loans: Maximum remaining lock-out/defeasance period: 224 months Minimum remaining lock-out/defeasance period: 54 months Weighted average remaining lock-out/ defeasance period: 110 months S-17
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ADDITIONAL STATISTICAL INFORMATION  A. GENERAL CHARACTERISTICS........ The mortgage pool will have the following general characteristics as of the cut-off date: Initial mortgage pool balance ........................ $1,382,342,368 Number of mortgage loans ............................. 135 Number of mortgaged real properties .................. 159 Maximum cut-off date principal balance ............... $ 180,000,000 Minimum cut-off date principal balance ............... $ 499,665 Average cut-off date principal balance ............... $ 10,239,573 Maximum mortgage interest rate ....................... 8.700% Minimum mortgage interest rate ....................... 6.739% Weighted average mortgage interest rate .............. 7.413% Maximum original term to maturity or anticipated repayment date ..................................... 264 months Minimum original term to maturity or anticipated repayment date ..................................... 60 months Weighted average original term to maturity or anticipated repayment date ......................... 115 months Maximum remaining term to maturity or anticipated repayment date ..................................... 224 months Minimum remaining term to maturity or anticipated repayment date ..................................... 56 months Weighted average remaining term to maturity or anticipated repayment date ......................... 112 months Weighted average underwritten debt service coverage ratio .............................................. 1.51:1 Weighted average cut-off date loan-to-appraised value ratio .............................................. 65.5% Weighted average balloon payment or anticipated repayment date loan-to-appraised value ratio ....... 57.4% The initial mortgage pool balance is equal to the total cut-off date principal balance of the mortgage pool and is subject to a permitted variance of plus or minus 5%. The underwritten debt service coverage ratio for any mortgage loan that is to be included in the trust is equal to the underwritten annual net cash flow for the related mortgaged real property, divided by the product of 12 times the monthly debt service payment due in respect of that mortgage loan on the first due date following the cut-off date or, if it is currently in an interest-only period, on the first due date after the commencement of the scheduled amortization. The cut-off date loan-to-appraised value ratio for any mortgage loan to be included in the trust is equal to its cut-off date principal balance, divided by the estimated value of the related mortgaged real property as set forth in the most recent third-party appraisal available to us. S-18
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B. GEOGRAPHIC CONCENTRATION.......... The table below shows the number of, and percentage of the initial mortgage pool balance secured by, mortgaged real properties located in the indicated states: [Download Table] % OF NUMBER OF INITIAL MORTGAGE STATE PROPERTIES POOL BALANCE ----- ---------- ---------------- New York .............. 12 19.8% California ............ 31 17.2% Texas ................. 19 13.2% Massachusetts ......... 8 9.4% Washington ............ 6 7.7% Virginia .............. 5 6.8% The remaining mortgaged real properties with respect to the mortgage pool, are located throughout other states. No more than 3.9% of the initial mortgage pool balance is secured by mortgaged real properties located in any of these other states. C. PROPERTY TYPES..... The table below shows the number of, and percentage of the initial mortgage pool balance secured by, mortgaged real properties predominantly operated for each indicated purpose: [Download Table] % OF NUMBER OF INITIAL MORTGAGE PROPERTY TYPE LOANS POOL BALANCE ------------- --------- ---------------- Retail ........................ 56 42.4% Regional Malls ................ 3 16.8% Other Anchored Retail ......... 36 20.6% Unanchored Retail ............. 17 5.0% Office ........................ 25 34.8% Multifamily ................... 23 10.1% Hospitality ................... 6 3.6% Full Service .................. 1 1.4% Limited Service ............... 5 2.2% Industrial/Warehouse .......... 9 3.5% Self-Storage .................. 2 2.2% Mobile Home Parks ............. 9 1.5% Office/Industrial ............. 2 1.0% Other ......................... 2 0.7% Mixed Use ..................... 1 0.3% D. ENCUMBERED INTERESTS........... The table below shows the number of, and percentage of the initial mortgage pool balance secured by, mortgaged real properties for which the whole or predominant encumbered interest is as indicated: [Download Table] ENCUMBERED INTEREST % OF IN THE MORTGAGED NUMBER OF INITIAL MORTGAGE REAL PROPERTY LOANS POOL BALANCE ---------------------- --------- ---------------- Fee simple ......... 131 85.8% Leasehold .......... 4 14.2% It should be noted that each mortgage loan secured by overlapping fee and leasehold interests or by a predominant fee interest and a relatively minor leasehold interest, is presented as being secured by a fee simple interest in this prospectus supplement. E. SIGNIFICANT UNDERLYING MORTGAGE LOANS.... The mortgage pool will include four mortgage loans with cut-off date principal balances that are greater than 5% of the initial mortgage pool balance. S-19
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CHRYSLER BUILDING MORTGAGE LOAN.......... Set forth below is loan and property information with respect to the mortgage loan identified on Annex A-1 to this prospectus supplement as being secured by the office property known as the Chrysler Building. [Download Table] Cut-off date principal balance .................. $180,000,000 Percentage of initial mortgage pool balance ..... 13.0% Current mortgage interest rate .................. 6.910% per annum Anticipated repayment date ...................... July 11, 2011 Maturity date ................................... July 11, 2031 Prepayment lock-out expiration .................. April 2011 Original amortization term ...................... 30 years Cut-off date loan-to-appraised value ratio ...... 43.4% Underwritten debt service coverage ratio ........ 2.14:1 Lockbox ......................................... Hard Sponsor ......................................... Tishman Speyer/Travelers Real Estate Venture, L.P. Major tenants ................................... Swidler Berlin Shereff Friedman LLP, Jenkens & Gilchrist Parker Chapin LLP, U.N. Office for Project Services, Blank Rome Tenzer Greenblatt LLP, Prudential Securities Property type ................................... Office Property size -- rentable square feet ........... 1,196,972 square feet Property location ............................... New York, New York Appraised value ................................. $415,000,000 In reviewing the foregoing table, please note that: o During the first two years of the loan term, the Chrysler Building mortgage loan that will be in the trust provides for payments of interest only. o A hard lockbox means that income from the mortgaged real property is currently required to be deposited into an account controlled by the mortgagee. Those funds are then disbursed by the mortgagee in accordance with the related loan documents to satisfy the borrower's obligation to pay, among other things, taxes and insurance premiums and to satisfy the borrower's obligation to make debt service payments. S&P and Fitch have confirmed to us that the Chrysler Building mortgage loan that will be in the trust, in the context of its inclusion in the trust, has credit characteristics consistent with that of an obligation rated investment grade by each of S&P and Fitch. S-20
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The Chrysler Building property also secures a mortgage loan in the amount of $40,000,000 that will not be included in the trust. This other loan will be serviced and administered by the master servicer and the special servicer under the pooling and servicing agreement. As provided in a co-lender agreement and the related loan documents, no payments of principal may be made on this other loan until the principal balance of the Chrysler Building mortgage loan that is included in the trust is paid in full. As and to the extent described under "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan" in this prospectus supplement, the Chrysler Building mortgage loan that is outside the trust is generally subordinate to the corresponding pooled mortgage loan. The holder of the Chrysler Building mortgage loan that is outside the trust would experience losses of interest and principal before the trust does in the event of a default and liquidation of the two Chrysler Building mortgage loans. Except for a right to advise and direct the special servicer, which we describe under "Servicing of the Underlying Mortgage Loans--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" in this prospectus supplement, the holder of the Chrysler Building mortgage loan that is outside the trust may not independently exercise remedies following a default. The holder of the Chrysler Building mortgage loan that is outside the trust may purchase the corresponding pooled mortgage loan out of the trust in some default scenarios. See "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan" in this prospectus supplement. CAPE COD MALL MORTGAGE LOAN.......... Set forth below is loan and property information with respect to the mortgage loan identified on Annex A-1 to this prospectus supplement as being secured by the regional mall known as the Cape Cod Mall. [Download Table] Cut-off date principal balance ..................... $ 99,694,017 Percentage of initial mortgage pool balance ........ 7.2% Mortgage interest rate ............................. 6.797% per annum Maturity date ...................................... March 11, 2011 Prepayment lock-out expiration ..................... December 2010 Original amortization term ......................... 30 years Cut-off date loan-to-appraised value ratio ......... 62.3% Underwritten debt service coverage ratio ........... 1.68:1 Lockbox ............................................ Hard Sponsors ........................................... Simon Property Group, New York State Teachers' Retirement System, Teachers Insurance and Annuity Association of America and JP Morgan Investment Management Inc. Anchor tenants ..................................... Sears, Macy's, Filene's, Marshalls and Best Buy Property type ...................................... Regional mall Property size -- gross leaseable area .............. 727,606 square feet Property location .................................. Hyannis, Massachusetts Appraised Value .................................... $160,000,000 S-21
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In reviewing the foregoing table, please note that: o The stores and pads for Filene's and Macy's are not part of the loan collateral. o A hard lockbox means that income from the mortgaged real property is deposited into an account controlled by the mortgagee. Those funds are then disbursed by the mortgagee in accordance with the related loan documents to satisfy the borrower's obligation to pay, among other things, taxes and debt service payments. S&P and Fitch have confirmed to us that the Cape Cod Mall mortgage loan, in the context of its inclusion in the trust, has credit characteristics consistent with that of an obligation rated investment grade by each of S&P and Fitch.  VISTA RIDGE MALL MORTGAGE LOAN.......... Set forth below is loan and property information with respect to the mortgage loan identified on Annex A-1 to this prospectus supplement as being secured by the regional mall known as the Vista Ridge Mall. [Download Table] Cut-off date principal balance ................... $ 89,771,643 Percentage of initial mortgage pool balance ...... 6.5% Mortgage interest rate ........................... 6.870% Anticipated repayment date ....................... April 11, 2011 Maturity date .................................... April 11, 2031 Prepayment lock-out expiration ................... January 2011 Original amortization term ....................... 30 years Cut-off date loan-to-appraised value ratio ....... 62.3% Underwritten debt service coverage ratio ......... 1.57:1 Lockbox .......................................... Springing Sponsor .......................................... GGP/Homart, Inc. Anchor tenants ................................... Dillard's, Foley's, Sears, JCPenney Property type .................................... Regional mall Property size -- gross leasable area ............. 1,052,839 square feet Property location ................................ Lewisville, Texas (Dallas MSA) Appraised Value .................................. $144,000,000 In reviewing the foregoing table, please note that: o The anchors' stores and pads are not part of the loan collateral. o A springing lockbox means that income from the mortgaged real property will be deposited into accounts that will be established on the occurrence of specified triggering events and controlled by the mortgagee. o GGP/Homart, Inc. has provided a limited guaranty of principal and interest payments. The guaranty, which will initially be in the amount of $11,000,000, will be permanently reduced following the Vista Ridge mortgaged property's generating increased net operating income that equals or exceeds specified thresholds. o GGP/Homart, Inc. is jointly owned by General Growth Properties, Inc. and New York State Common Retirement Fund. NYSCRF is ranked as the second largest pension fund in the United States by Pension & Investment. S-22
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S&P and Fitch have confirmed to us that the Vista Ridge Mall mortgage loan, in the context of its inclusion in the trust, has credit characteristics consistent with that of an obligation rated investment grade by each of S&P and Fitch. See "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Vista Ridge Mortgage Loan" in this prospectus supplement.  WESTLAKE CENTER MORTGAGE LOAN.......... Set forth below is loan and property information with respect to the mortgage loan identified on Annex A-1 to this prospectus supplement as being secured by an office building with significant retail space known as the Westlake Center. [Download Table] Cut-off date principal balance ...................... $ 70,718,479 Percentage of initial mortgage pool balance ......... 5.1% Mortgage interest rate .............................. 7.890% Anticipated repayment date .......................... February 11, 2011 Maturity date ....................................... February 11, 2031 Prepayment lock-out expiration ...................... February 2011 Original amortization term .......................... 30 years Cut-off date loan-to-appraised value ratio .......... 41.0% Underwritten debt service coverage ratio ............ 1.75:1 Lockbox ............................................. Springing Sponsor ............................................. The Rouse Company Major office tenants ................................ SAFECO Insurance Company of America, Primus Knowledge Solutions, Inc., Bullivant Houser Bailey PC, Ogden Murphy Wallace Major retail tenants ................................ Galleries of Neiman Marcus, Brentano's Book Store, Express, Talbots Property type ....................................... Office Property size--rentable square feet ................. 453,635 square feet Property location ................................... Seattle, Washington Appraised value ..................................... $172,500,000 In reviewing the foregoing table, please note that a springing lockbox means that income from the mortgaged real property will be deposited into accounts that will be established on the occurrence of specified triggering events and controlled by the mortgagee. S&P and Fitch have confirmed to us that the Westlake Center mortgage loan, in the context of its inclusion in the trust, has credit characteristics consistent with that of an obligation rated investment grade by each of S&P and Fitch. See "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Westlake Center Mortgage Loan" in this prospectus supplement. S-23
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LEGAL AND INVESTMENT CONSIDERATIONS FEDERAL INCOME TAX CONSEQUENCES....... The trustee or its agent will make elections to treat designated portions of the assets of the trust as three separate real estate mortgage investment conduits or REMICs under Sections 860A through 860G of the Internal Revenue Code of 1986. Those three REMICs are as follows: o REMIC I, the lowest tier REMIC, will consist of, among other things, the pooled mortgage loans or, in two cases, regular interests in two single loan REMICs, each of which holds one of the pooled mortgage loans. However, REMIC I will exclude collections of additional interest accrued and deferred as to payment with respect to each mortgage loan with an anticipated repayment date that remains outstanding past that date. o REMIC II will hold the regular interests in REMIC I. o REMIC III will hold the regular interests in REMIC II. Any assets of the trust not included in a REMIC will be held as part of a grantor trust for federal income tax purposes. The offered certificates will be treated as regular interests in REMIC III. This means that they will be treated as newly issued debt instruments for federal income tax purposes. You will have to report income on your offered certificates in accordance with the accrual method of accounting even if you are otherwise a cash method taxpayer. The offered certificates will not represent any interest in the grantor trust referred to above. None of the offered certificates will be issued with original issue discount. When determining the rate of accrual of market discount and premium, if any, for federal income tax purposes, the prepayment assumption used will be that following any date of determination: o the mortgage loans with anticipated repayment dates will be paid in full on those dates, o no mortgage loan in the trust will otherwise be prepaid prior to maturity, and o there will be no extension of maturity for any mortgage loan in the trust. For a more detailed discussion of the federal income tax aspects of investing in the offered certificates, see "Federal Income Tax Consequences" in each of this prospectus supplement and the accompanying prospectus. ERISA.................. We anticipate that, subject to satisfaction of the conditions referred to under "ERISA Considerations" in this prospectus supplement, retirement plans and other employee benefit plans and arrangements subject to-- o Title I of the Employee Retirement Income Security Act of 1974, as amended, or o Section 4975 of the Internal Revenue Code of 1986, will be able to invest in the offered certificates without giving rise to a prohibited transaction. This is based upon an individual prohibited transaction exemption granted to a predecessor to Lehman Brothers Inc. by the U.S. Department of Labor. S-24
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If you are a fiduciary of any retirement plan or other employee benefit plan or arrangement subject to Title I of ERISA or section 4975 of the Internal Revenue Code, you should review carefully with your legal advisors whether the purchase or holding of the offered certificates could give rise to a transaction that is prohibited under ERISA or Section 4975 of the Internal Revenue Code. See "ERISA Considerations" in this prospectus supplement and in the accompanying prospectus. LEGAL INVESTMENT....... The class A-1, A-2 and B certificates will be mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended. The class C and D certificates will not be mortgage related securities within the meaning of SMMEA. You should consult your own legal advisors to determine whether and to what extent the offered certificates will be legal investments for you. See "Legal Investment" in this prospectus supplement and in the accompanying prospectus. INVESTMENT CONSIDERATIONS......... The rate and timing of payments and other collections of principal on or with respect to the underlying mortgage loans will affect the yield to maturity on each offered certificate. In the case of any offered certificates purchased at a discount, a slower than anticipated rate of payments and other collections of principal on the underlying mortgage loans could result in a lower than anticipated yield. In the case of any offered certificates purchased at a premium, a faster than anticipated rate of payments and other collections of principal on the underlying mortgage loans could result in a lower than anticipated yield. See "Yield and Maturity Considerations" in this prospectus supplement and in the accompanying prospectus. S-25
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RISK FACTORS The offered certificates are not suitable investments for all investors. You should not purchase any offered certificates unless you understand and are able to bear the risks associated with those certificates. The offered certificates are complex securities and it is important that you possess, either alone or together with an investment advisor, the expertise necessary to evaluate the information contained in this prospectus supplement and the accompanying prospectus in the context of your financial situation. You should consider the following factors, as well as those set forth under "Risk Factors" in the accompanying prospectus, in deciding whether to purchase any offered certificates. The "Risk Factors" section in the accompanying prospectus includes a number of general risks associated with making an investment in the offered certificates. RISKS RELATED TO THE OFFERED CERTIFICATES The Class B, C and D Certificates are Subordinate to, and Are Therefore Riskier than, the Class A-1 and A-2 Certificates. If you purchase class B, C or D certificates, then your offered certificates will provide credit support to other classes of offered certificates. As a result, you will receive payments after, and must bear the effects of losses on the underlying mortgage loans before, the holders of those other classes of offered certificates. When making an investment decision, you should consider, among other things-- o the payment priorities of the respective classes of the series 2001-C3 certificates, o the order in which the principal balances of the respective classes of the series 2001-C3 certificates with balances will be reduced in connection with losses and default-related shortfalls, and o the characteristics and quality of the mortgage loans in the trust. See "Description of the Mortgage Pool" and "Description of the Offered Certificates--Payments" and "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. See also "Risk Factors--The Investment Performance of Your Offered Certificates Will Depend on Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable", "--Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses" and "--Payments on the Offered Certificates Will Be Made Solely from the Limited Assets of the Related Trust, and Those Assets May Be Insufficient to Make All Required Payments on Those Certificates" in the accompanying prospectus. The Offered Certificates Have Uncertain Yields to Maturity. The yields on your offered certificates will depend on-- o the price you paid for your offered certificates, and o the rate, timing and amount of payments on your offered certificates. The rate, timing and amount of payments on your offered certificates will depend on: o the pass-through rate for, and other payment terms of, your offered certificates; o the rate and timing of payments and other collections of principal on the underlying mortgage loans; o the rate and timing of defaults, and the severity of losses, if any, on the underlying mortgage loans; o the rate, timing, severity and allocation of other shortfalls and expenses that reduce amounts available for payment on your offered certificates; o the collection and payment of prepayment premiums and yield maintenance charges with respect to the underlying mortgage loans; and o servicing decisions with respect to the underlying mortgage loans. In general, these factors cannot be predicted with any certainty. Accordingly, you may find it difficult to analyze the effect that these factors might have on the yield to maturity of your offered certificates. See "Description of the Mortgage Pool", "Servicing of the Underlying Mortgage Loans", "Description of the Offered Certificates--Payments" and "--Reductions of Certificate Principal Balances in Connection With Realized Losses and S-26
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Additional Trust Fund Expenses" and "Yield and Maturity Considerations" in this prospectus supplement. See also "Risk Factors--The Investment Performance of Your Offered Certificates Will Depend on Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable" and "Yield and Maturity Considerations" in the accompanying prospectus. The Investment Performance of Your Offered Certificates May Vary Materially and Adversely from Your Expectations Because the Rate of Prepayments and Other Unscheduled Collections of Principal on the Underlying Mortgage Loans is Faster or Slower than You Anticipated. If you purchase your offered certificates at a premium, and if payments and other collections of principal on the mortgage loans in the trust occur at a rate faster than you anticipated at the time of your purchase, then your actual yield to maturity may be lower than you had assumed at the time of your purchase. Conversely, if you purchase your offered certificates at a discount, and if payments and other collections of principal on the mortgage loans in the trust occur at a rate slower than you anticipated at the time of your purchase, then your actual yield to maturity may be lower than you had assumed at the time of your purchase. You should consider that prepayment premiums and yield maintenance charges may not be collected in all circumstances. Furthermore, even if a prepayment premium or yield maintenance charge is collected and payable on your offered certificates, it may not be sufficient to offset fully any loss in yield on your offered certificates resulting from the corresponding prepayment. A $40,000,000 Loan Not Included in the Trust Is Secured by the same Mortgaged Real Property as the Largest Mortgage Loan Included in the Trust and the Interests of the Holders of that Outside-the-Trust Loan May Conflict with Your Interests. One mortgage loan, representing 13.0% of the initial mortgage pool balance, is secured by a mortgaged real property that also constitutes security for a $40,000,000 mortgage loan that is not included in the trust. The holder of the mortgage loan that is outside the trust will have the right, subject to the conditions described under "Servicing of the Underlying Mortgage Loans--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" in this prospectus supplement, to advise and direct the special servicer, subject to the requirements of the servicing standard described in this prospectus supplement, with respect to various servicing matters with respect to that outside-the-trust mortgage loan and the corresponding mortgage loan that is in the trust. The holder of this outside-the-trust mortgage loan may have interests that conflict with your interests. See "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan" and "Servicing of the Underlying Mortgage Loans--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" in this prospectus supplement.  RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS Repayment of the Underlying Mortgage Loans Depends on the Operation of the Mortgaged Real Properties. The underlying mortgage loans are secured by mortgage liens on fee and/or leasehold interests in the following types of real property: o regional malls, o other anchored retail, o unanchored retail, o office, o multifamily, o industrial/warehouse, o hospitality, o self-storage, o mobile home parks, o office/industrial, o mixed-use, and o other. S-27
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The risks associated with lending on these types of real properties are inherently different from those associated with lending on the security of single-family residential properties. This is because, among other reasons, repayment of each of the underlying mortgage loans is dependent on-- o the successful operation and value of the related mortgaged real property, and o the related borrower's ability to refinance the mortgage loan or sell the related mortgaged real property. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance" and "Description of the Trust Assets--Mortgage Loans--A Discussion of Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates" in the accompanying prospectus. The Underlying Mortgage Loans Have a Variety of Characteristics Which May Expose Investors to Greater Risk of Default and Loss. When making an investment decision, you should consider, among other things, the following characteristics of the underlying mortgage loans and/or the mortgaged real properties for those loans. Any or all of these characteristics can affect, perhaps materially and adversely, the investment performance of your offered certificates. Several of the items below include a cross-reference to where the associated risks are further discussed in this prospectus supplement or in the accompanying prospectus. In addition, several of those items may include a cross reference to where further information about the particular characteristic may be found in this prospectus supplement. o The Mortgaged Real Property Will Be the Sole Asset Available to Satisfy the Amounts Owing Under an Underlying Mortgage Loan in the Event of Default. All of the mortgage loans that we intend to include in the trust are or should be considered nonrecourse loans. You should anticipate that, if the related borrower defaults on any of the underlying mortgage loans, only the mortgaged real property, and none of the other assets of the borrower, is available to satisfy the debt. Even if the related loan documents permit recourse to the borrower or a guarantor, the trust may not be able to ultimately collect the amount due under a defaulted mortgage loan. None of the mortgage loans are insured or guaranteed by any governmental agency or instrumentality or by any private mortgage insurer. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--Most of the Mortgage Loans Underlying Your Offered Certificates Will be Nonrecourse" in the accompanying prospectus. o In Some Cases, a Mortgaged Real Property is Dependent on a Single Tenant or on One or a Few Major Tenants. In the case of 61 mortgaged real properties, securing 30.2% of the initial mortgage pool balance, the related borrower has leased the property to at least one tenant that occupies 25% or more of the particular property. In the case of 11 of those properties, securing 5.1% of the initial mortgage pool balance, the related borrower has leased the particular property to a single tenant that occupies all or substantially all of the property. Accordingly, the full and timely payment of each of the related mortgage loans is highly dependent on the continued operation of the major tenant or tenants, which, in some cases, is the sole tenant at the mortgaged real property. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--The Successful Operation of a Multifamily or Commercial Property Depends on Tenants", "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--Dependence on a Single Tenant or a Small Number of Tenants Makes a Property Riskier Collateral" and "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying Real Property, Which May Decline Over Time and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--Tenant Bankruptcy Adversely Affects Property Performance" in the accompanying prospectus. o Ten Percent or More of the Initial Mortgage Pool Balance Will Be Secured by Mortgage Liens on the Respective Borrower's Interests in Each of the Following Property Types--Retail, Office and Multifamily Rental. Thirty-nine of the mortgaged real properties that are retail properties, securing 37.4% of the initial mortgage pool balance, are regional malls, other anchored retail properties or shadow anchored retail properties. A shadow anchor is a store or business that materially affects the draw of customers to a retail property, but which may be located at a nearby S-28
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property or on a portion of that retail property that is not collateral for the related mortgage loan. Fifty-six of the mortgage loans that we intend to include in the trust, representing 42.4% of the initial mortgage pool balance, will be secured by mortgage liens on the respective borrowers' interests in mortgaged real properties predominantly used for retail purposes. Twenty-five of the mortgage loans that we intend to include in the trust, representing 34.8% of the initial mortgage pool balance, will be secured by mortgage liens on the respective borrowers' interests in mortgaged real properties predominantly used for office purposes. Some of those office properties are heavily dependent on a few major tenants, or on a sole tenant that leases, a substantial portion of or the entire property. Twenty-three of the mortgage loans that we intend to include in the trust, representing 10.1% of the initial mortgage pool balance, will be secured by mortgage liens on the respective borrowers' interests in mortgaged real properties predominantly used for multifamily rental purposes. Four of these mortgaged real properties, securing 3.4% of the initial mortgage pool balance, have a significant proportion of the tenants whose rents are subsidized by housing assistance payments under the Section 8 Housing Assistance Payments program of the United States Department of Housing and Urban Development. The inclusion in the trust of a significant concentration of mortgage loans that are secured by mortgage liens on a particular type of income-producing property makes the overall performance of the mortgage pool materially more dependent on the factors that affect the operations at and value of that property type. See "Description of the Trust Assets--Mortgage Loans--A Discussion of Various Types of Multifamily and Commercial Properties That May Secure Mortgage Loans Underlying a Series of Offered Certificates" in the accompanying prospectus. o Five Percent or More of the Initial Mortgage Pool Balance Will Be Secured by Mortgage Liens on Real Property Located in Each of the Following States--New York, California, Texas, Massachusetts, Washington and Virginia. The mortgaged real properties located in each of the following states secure mortgage loans or allocated portions of mortgage loans that represent more than 3.9%, of the initial mortgage pool balance: [Download Table] % OF NUMBER OF INITIAL MORTGAGE STATE PROPERTIES POOL BALANCE ----- ---------- ---------------- New York .............. 12 19.8% California ............ 31 17.2% Texas ................. 19 13.2% Massachusetts ......... 8 9.4% Washington ............ 6 7.7% Virginia .............. 5 6.8% The inclusion of a significant concentration of mortgage loans that are secured by mortgage liens on real properties located in a particular state makes the overall performance of the mortgage pool materially more dependent on economic and other conditions or events in that state. See "Risk Factors--Geographic Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss" in the accompanying prospectus. The mortgaged real properties located in any given state may be concentrated in one or more areas within that state. Annex A-1 to this prospectus supplement contains the address for each mortgaged real property. o The Mortgage Pool Will Include Material Concentrations of Balloon Loans and Loans with Anticipated Repayment Dates. One hundred eleven mortgage loans, representing 54.1% of the initial mortgage pool balance, are balloon loans. In addition, 24 mortgage loans, representing 45.9% of the initial mortgage pool balance, provide material incentives for the related borrower to repay the loan by an anticipated repayment date prior to maturity. The ability of a borrower to make the required balloon payment on a balloon loan at maturity and to repay a mortgage loan on or before any related anticipated repayment date, in each case depends upon the borrower's ability either to refinance the loan or to sell the mortgaged real property. Although a mortgage loan may provide the related borrower with incentives to repay the loan by an anticipated repayment date prior to maturity, the failure of that borrower to do so will not be a default under that loan. See "Description of the Mortgage Pool--Terms and Conditions of the Underlying Mortgage Loans" in this prospectus supplement and "Risk Factors--The Investment Performance of Your Offered Certificates Will Depend on Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable--There is an Increased Risk of Default Associated with Balloon Payments" in the accompanying prospectus. S-29
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o The Mortgage Pool Will Include Some Disproportionately Large Mortgage Loans. The inclusion in the mortgage pool of one or more loans that have outstanding principal balances that are substantially larger than the other mortgage loans can result in losses that are more severe, relative to the size of the mortgage pool, than would be the case if the total balance of the mortgage pool were distributed more evenly. The four largest mortgage loans to be included in the trust represent 31.8% of the initial mortgage pool balance, and the ten largest mortgage loans to be included in the trust represent 47.5% of the initial mortgage pool balance. See "Description of the Mortgage Pool--General", "--Cross-Collateralized Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated Borrowers" and "--Significant Underlying Mortgage Loans" in this prospectus supplement and "Risk Factors--Loan Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss" in the accompanying prospectus. o The Mortgage Pool Will Include Leasehold Mortgage Loans. Four mortgage loans, representing 14.2% of the initial mortgage pool balance, are each secured by a mortgage lien on the related borrower's leasehold interest in all or a material portion of the related mortgaged real property, but not by the corresponding ownership interest in the property that is subject to the ground lease. Because of possible termination of the related ground lease, lending on a leasehold interest in a real property is riskier than lending on an actual ownership interest in that property notwithstanding the fact that a lender, such as the trustee on behalf of the trust, generally will have the right to cure defaults under the related ground lease. See "Description of the Mortgage Pool--Additional Loan and Property Information--Ground Leases" in this prospectus supplement. See also "Risk Factors--Ground Leases Create Risks for Lenders that Are Not Present When Lending on an Actual Ownership Interest in a Real Property" and "Legal Aspects of Mortgage Loans--Foreclosure-- Leasehold Considerations" in the accompanying prospectus. o Some of the Mortgaged Real Properties Are Legal Nonconforming Uses or Legal Nonconforming Structures. Some of the mortgage loans are secured by a mortgage lien on a real property that is a legal nonconforming use or a legal nonconforming structure. This may impair the ability of the borrower to restore the improvements on a mortgaged real property to its current form or use following a major casualty. See "Description of the Mortgage Pool--Additional Loan and Property Information--Zoning and Building Code Compliance" in this prospectus supplement and "Risk Factors--Changes in Zoning May Adversely Affect the Use or Value of a Real Property" in the accompanying prospectus. o Some of the Mortgaged Real Properties May Not Comply with the Americans with Disabilities Act of 1990. Some of the mortgaged real properties securing mortgage loans that we intend to include in the trust may not comply with the Americans with Disabilities Act of 1990. Compliance, if required, can be expensive. See "Risk Factors--Compliance with the Americans with Disabilities Act of 1990 May Be Expensive" and "Legal Aspects of Mortgage Loans--Americans with Disabilities Act" in the accompanying prospectus. o Multiple Mortgaged Real Properties Are Owned by the Same Borrower or Affiliated Borrowers or Are Occupied, in Whole or in Part, by the Same Tenant or Affiliated Tenants. Twelve separate groups of mortgage loans that we intend to include in the trust have borrowers that, in the case of each of those groups, are the same or under common control. The three largest of these separate groups represent 4.0%, 2.6% and 2.2%, respectively, of the initial mortgage pool balance. The largest group includes the mortgage loans secured by the mortgaged real properties identified on Annex A-1 to this prospectus supplement as Food 4 Less Center--Santa Ana, Food 4 Less Center--Buena Park, Food 4 Less Center--Norwalk, Food 4 Less Center--Inglewood, Food 4 Less Center--West Covina, Food 4 Less Center--Long Beach and Food 4 Less Center--Anaheim, respectively; the second largest group includes the mortgage loans secured by the mortgaged real properties identified on Annex A-1 to this prospectus supplement as Loyal Plaza, River Valley Plaza, Meadowview Square and East Point Plaza, respectively; and the third largest group includes the mortgage loans secured by the mortgaged real properties identified on Annex A-1 to this prospectus supplement as Sacramento Corporate Center and Moreno Valley Corporate Center, respectively. See "Description of the Mortgage Pool--Cross-Collateralized Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated Borrowers" in this prospectus supplement. In addition, there may be tenants who lease space at more than one mortgaged real property securing mortgage loans that we intend to include in the trust. Furthermore, there may be tenants that are related to or affiliated with a borrower. See Annex A-1 to this prospectus supplement for a list of the three most significant tenants at each of the mortgaged real properties used for retail, office and/or industrial purposes. S-30
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The bankruptcy or insolvency of, or other financial problems with respect to, any borrower or tenant that is, directly or through affiliation, associated with two or more of the mortgaged real properties securing pooled mortgage loans could have an adverse effect on all of those properties and on the ability of those properties to produce sufficient cash flow to make required payments on the related mortgage loans in the trust. Colo.com, which is a tenant at two mortgaged real properties securing 4.0% of the initial mortgage pool balance, is currently in bankruptcy. Colo.com represents approximately 33% and 9%, respectively, of the revenues at those mortgaged real properties. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--Tenant Bankruptcy Adversely Affects Property Performance", "--Borrower Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss" and "--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying prospectus. o Some of the Mortgaged Real Properties Are Encumbered by Subordinate Debt and the Ownership Interests in Some Borrowers Have Been Pledged to Secure Debt. One mortgage loan in the trust, which is described under "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan" in this prospectus supplement and which represents 13.0% of the initial mortgage pool balance, is the senior loan of an A/B note structure and is secured by real property that secures another mortgage loan that will not be included in the trust, which other loan was originated at the same time as the related mortgage loan that will be included in the trust. In addition, one other mortgage loan, representing 0.1% of the initial mortgage pool balance, is secured by a mortgaged real property that is known to us to be encumbered by secured subordinate debt that is not part of the mortgage pool. Furthermore, a small ground leased portion of the mortgaged real property securing one mortgage loan, which represents 5.1% of the initial mortgage pool balance, may be encumbered with a mortgage by the related borrower in connection with the borrower's purchase of the fee interest in that portion of the related mortgaged real property from the ground lessor. Following the borrower's purchase, that former ground leased portion will continue to be part of the collateral for the mortgage loan. See "--Significant Underlying Mortgage Loans--The Westlake Center Mortgage Loan--The Ground Lease" in this prospectus supplement. The existence of secured subordinate indebtedness may adversely affect the borrower's financial viability and/or the trust's security interest in the mortgaged real property. Any or all of the following may result from the existence of secured subordinate indebtedness on a mortgaged real property: 1. refinancing the related underlying mortgage loan at maturity for the purpose of making any balloon payments may be more difficult; 2. reduced cash flow could result in deferred maintenance at the particular real property; 3. if the holder of the subordinate debt files for bankruptcy or is placed in involuntary receivership, foreclosing on the particular real property could be delayed; and 4. if the mortgaged real property depreciates for whatever reason, the related borrower's equity is more likely to be extinguished, thereby eliminating the related borrower's incentive to continue making payments on its mortgage loan in the trust. In the case of the one mortgage loan in the trust referred to above that is part of an A/B note structure, the subordinate lender has agreed to its mortgage loan being serviced under the pooling and servicing agreement as if it were a pooled mortgage loan. The lender of any other material subordinate debt on the mortgaged real properties known to us has agreed not to foreclose or take other legal action against the particular real property or the related borrower, for so long as the related mortgage loan is outstanding and the trust has not done so. Owners of some borrowers may incur indebtedness that is secured by their ownership interests in those borrowers. This type of financing effectively reduces the indirect equity interest of an owner in the underlying real property. With respect to one of the mortgage loans to be included in the trust, representing 13.0% of the initial mortgage pool balance, the owners of the related borrower were known to us to have incurred this type of indebtedness. Some of the borrowers under the mortgage loans that we intend to include in the trust have incurred or are permitted to incur unsecured debt in addition to customary trade debt and equipment financing. We have been unable to confirm the existence of any other debt of the respective borrowers under the mortgage loans that we are pooling. S-31
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See "Description of the Mortgage Pool--Additional Loan and Property Information--Secondary and Other Financing" in this prospectus supplement and "Risk Factors--Subordinate Debt Increases the Likelihood that a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying prospectus. Changes in Mortgage Pool Composition Can Change the Nature of Your Investment. If you purchase any of the class A-2, B, C or D certificates, you will be more exposed to risks associated with changes in concentrations of borrower, loan or property characteristics than are persons who own the class A-1 certificates. See "Risk Factors--Changes in Pool Composition Will Change the Nature of Your Investment" in the accompanying prospectus. Lending on Income-Producing Real Properties Entails Environmental Risks. The trust could become liable for a material adverse environmental condition at any of the mortgaged real properties securing the mortgage loans in the trust. Any potential environmental liability could reduce or delay payments on the offered certificates. A third-party consultant conducted a Phase I environmental site assessment, updated a previously conducted Phase I environmental site assessment or, in the case of 15 mortgage loans, representing 1.8% of the mortgage pool, conducted transaction screens, with respect to the mortgaged real properties underlying the pooled mortgage loans. With the exception of three loans, representing 1.6% of the mortgage pool, those environmental site assessments and transaction screens were conducted during the sixteen-month period prior to the cut-off date. To the extent that any environmental site assessment recommended a Phase II environmental site assessment, that site assessment was performed. In many cases, the environmental testing described above identified the presence of asbestos-containing materials, lead-based paint and/or radon. Where these substances were present, the environmental consultant generally recommended, and the related loan documents generally required, the establishment of an operation and maintenance plan or the implementation of a remediation program to address the issue. If the particular asbestos-containing materials or lead-based paint was in poor condition, it could result in a claim for damages by any party injured by that condition. In several cases, the environmental testing for a mortgaged real property identified potential and, in some cases, serious problems, at nearby properties. In each such case, no remedial action was requested of the related borrower because a responsible party had been identified. In a few cases, the environmental site assessments identified significant problems at the related mortgaged real properties. In these cases, the related borrower was required to do one or more of the following: o to take remedial action if no third party was identified as being responsible for the remediation or no state-funded remediation program had commenced remediation; o to deposit a cash reserve in an amount generally equal to 125% of the estimated cost of the remediation or provide a guaranty of remediation costs from an entity with assets other than the related mortgaged real property; o to monitor the environmental condition and/or to carry out additional testing; and/or o to obtain an environmental insurance policy. In a few cases where a responsible party, other than the related borrower, had been identified with respect to a potential adverse environmental condition at a mortgaged real property securing a mortgage loan that we intend to include in the trust, the environmental consultant did not recommend that any action be taken by the related borrower. There can be no assurance, however, that such a responsible party will be financially able to, or actually will, address the subject condition. Furthermore, any particular environmental assessment may not have tested for all potentially adverse conditions. For example, testing for lead-based paint, lead in water and radon was done only if the use, age and condition of the subject property warranted that testing. There can be no assurance that-- o the environmental testing referred to above identified all material adverse environmental conditions and circumstances at the subject properties, o the recommendation of the environmental consultant was, in the case of all identified problems, the appropriate action to take, or o any environmental escrows that may have been established will be sufficient to cover the recommended remediation or other action. S-32
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See "Description of the Mortgage Pool--Assessments of Property Condition--Environmental Assessments" in this prospectus supplement and "Risk Factors--Environmental Liabilities Will Adversely Affect the Value and Operation of the Contaminated Property and May Deter a Lender from Foreclosing" and "Legal Aspects of Mortgage Loans--Environmental Considerations" in the accompanying prospectus. Lending on Income-Producing Properties Entails Risks Related to Property Condition. Engineering firms inspected the mortgaged real properties securing all but one mortgage loan, representing 0.2% of the initial mortgage pool balance, during the 22-month period preceding the cut-off date, to assess-- o the structure, exterior walls, roofing, interior construction, mechanical and electrical systems, and o the general condition of the site, buildings and other improvements located at each property. In some cases, the inspections identified conditions requiring escrows to be established for repairs or replacements estimated to cost in excess of $100,000. In those cases, the originator generally required the related borrower to fund reserves, or deliver letters of credit or other instruments, to cover these costs. Limitations on Enforceability of Cross-Collateralization. The mortgage pool will include 14 mortgage loans that are secured, including through cross-collateralization with other mortgage loans, by multiple mortgaged real properties. These mortgage loans are identified in the tables contained in Annex A-1. The purpose of securing any particular mortgage loan or group of cross-collateralized mortgage loans with multiple real properties is to reduce the risk of default or ultimate loss as a result of an inability of any particular property to generate sufficient net operating income to pay debt service. If a borrower under any cross-collateralized mortgage loan were to become a debtor in a bankruptcy case, the creditors of that borrower or the representative of that borrower's bankruptcy estate could challenge that borrower's pledging of the underlying mortgaged real property as a fraudulent conveyance. See "Risk Factors--Some Provisions in the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as Being Unenforceable--Cross- Collateralization Arrangements" in the accompanying prospectus. In addition, when multiple real properties secure a mortgage loan or group of cross-collateralized mortgage loans, the amount of the mortgage encumbering any particular one of those properties may be less than the full amount of the related mortgage loan or group of cross-collateralized mortgage loans, generally to avoid recording tax. This mortgage amount may equal to or be based on the appraised value or allocated loan amount for the mortgaged real property and will limit the extent to which proceeds from the property will be available to offset declines in value of the other properties securing the same mortgage loan or group of cross-collateralized mortgage loans. Eight mortgage loans that we intend to include in the trust are secured by mortgaged real properties located in two or more states. These mortgage loans represent 5.8% of the initial mortgage pool balance. Upon a default under these mortgage loans, it may not be possible to foreclose on the mortgaged real properties simultaneously because foreclosure actions are brought in state or local court and the courts of one state cannot exercise jurisdiction over property in another state. Limited Information Causes Uncertainty. Some of the mortgage loans that we intend to include in the trust are loans that were made to enable the related borrower to acquire the related mortgaged real property. Accordingly, for certain of these loans limited or no historical operating information is available with respect to the related mortgaged real properties. As a result, you may find it difficult to analyze the historical performance of those properties. Tax Considerations Related to Foreclosure. If the trust were to acquire an underlying real property through foreclosure or similar action, the special servicer may be required to retain an independent contractor to operate and manage the property. Any net income from that operation and management, other than qualifying rents from real property within the meaning of section 856(d) of the Internal Revenue Code of 1986, as well as any rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of building involved, will subject the trust to federal, and possibly state or local, tax as described under "Federal Income Tax Consequences--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus. The risk of taxes being imposed on income derived from the operation of foreclosed real property is particularly present in the case of hotel or other hospitality properties. Those taxes, and the cost of retaining an independent contractor, would reduce net proceeds available for distribution with respect to the series 2001-C3 certificates. Prior Bankruptcies. We are aware that, in the case of three mortgage loans that we intend to include in the trust, representing 2.3% of the initial mortgage pool balance, the related borrower or a principal in the related borrower has been S-33
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a party to prior bankruptcy proceedings. There is no assurance that principals or affiliates of other borrowers have not been a party to bankruptcy proceedings. See "Risk Factors--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying prospectus.  CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT From time to time we use capitalized terms in this prospectus supplement, including in Annexes A-1, A-2 and A-3 to this prospectus supplement. Each of those capitalized terms will have the meaning assigned to it in the glossary attached to this prospectus supplement.  FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus includes the words "expects", "intends", "anticipates", "estimates" and similar words and expressions. These words and expressions are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. These risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this prospectus supplement are accurate as of the date stated on the cover of this prospectus supplement. We have no obligation to update or revise any forward-looking statement. S-34
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DESCRIPTION OF THE MORTGAGE POOL  GENERAL We intend to include the 135 mortgage loans identified on Annex A-1 to this prospectus supplement in the trust. The mortgage pool consisting of those loans will have an initial mortgage pool balance of $1,382,342,368. However, the actual initial mortgage pool balance may be as much as 5% smaller or larger than that amount if any of those mortgage loans are removed from the mortgage pool or any other mortgage loans are added to the mortgage pool. See "--Changes in Mortgage Pool Characteristics" below. The initial mortgage pool balance will equal the total cut-off date principal balance of the mortgage loans included in the trust. The cut-off date principal balance of any mortgage loan is equal to its unpaid principal balance as of the cut-off date, after application of all monthly payments due with respect to the mortgage loan on or before that date, whether or not those payments were received. The cut-off date principal balance of each mortgage loan that we intend to include in the trust is shown on Annex A-1 to this prospectus supplement. Those cut-off date principal balances range from $499,665 to $180,000,000 and the average of those cut-off date principal balances is $10,239,573. Except in two cases, representing 0.7% of the initial mortgage pool balance, each of the mortgage loans that we intend to include in the trust was originated by the related mortgage loan seller from whom we acquired the mortgage loan, by an affiliate of the related mortgage loan seller, by a correspondent in the related mortgage loan seller's or one of its affiliates, conduit lending program. However, some of the UBS Mortgage Loans were originated by a party that became an affiliate of the UBS Mortgage Loan Seller subsequent to the origination of the related mortgage loans. The Lehman Mortgage Loan Seller is our affiliate and an affiliate of Lehman Brothers Inc. The UBS Mortgage Seller is an affiliate of UBS Warburg LLC. Each of the mortgage loans that we intend to include in the trust is an obligation of the related borrower to repay a specified sum with interest. Each of those mortgage loans is evidenced by a promissory note and secured by a mortgage, deed of trust or other similar security instrument that creates a mortgage lien on the ownership and/or leasehold interest of the related borrower or another party in one or more commercial or multifamily real properties. That mortgage lien will, in all cases, be a first priority lien, subject only to Permitted Encumbrances. You should consider each of the pooled mortgage loans to be a nonrecourse obligation of the related borrower. You should anticipate that, in the event of a payment default by the related borrower, recourse will be limited to the corresponding mortgaged real property or properties for satisfaction of that borrower's obligations. In those cases where recourse to a borrower or guarantor is permitted under the related loan documents, we have not undertaken an evaluation of the financial condition of any of these persons. None of the pooled mortgage loans will be insured or guaranteed by any governmental agency or instrumentality or by any private mortgage insurer. It has been confirmed to us by S&P and/or Fitch that five of the mortgage loans that we intend to include in the trust, representing 35.0% of the initial mortgage pool balance, have, in the context of their inclusion in the trust, credit characteristics consistent with investment grade-rated obligations. Four of those mortgage loans are described under "--Significant Underlying Mortgage Loans" below. We provide in this prospectus supplement a variety of information regarding the mortgage loans that we intend to include in the trust. When reviewing this information, please note that-- o All numerical information provided with respect to the mortgage loans is provided on an approximate basis. o All weighted average information provided with respect to the mortgage loans reflects a weighting by their respective cut-off date principal balances. o If a mortgage loan is secured by multiple mortgaged real properties located in more than one state, a portion of that mortgage loan has been allocated to each of those properties. o When information with respect to mortgaged real properties is expressed as a percentage of the initial mortgage pool balance, the percentages are based upon the cut-off date principal balances of the related mortgage loans or allocated portions of those balances. o Statistical information regarding the mortgage loans may change prior to the date of initial issuance of the offered certificates due to changes in the composition of the mortgage pool prior to that date. S-35
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CROSS-COLLATERALIZED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE LOANS AND MORTGAGE LOANS WITH AFFILIATED BORROWERS The mortgage pool will include fourteen mortgage loans, representing 7.4% of the initial mortgage pool balance, that are, in each case, individually or through cross-collateralization with other mortgage loans, secured by two or more real properties. However, the amount of the mortgage lien encumbering any particular one of those properties may be less than the full amount of the related mortgage loan or group of cross-collateralized mortgage loans, generally to avoid recording tax. The mortgage amount may equal or be based upon the appraised value or allocated loan amount for the particular real property. This would limit the extent to which proceeds from that property would be available to offset declines in value of the other mortgaged real properties securing the same mortgage loan or group of cross-collateralized mortgage loans. Some of the mortgage loans referred to in the preceding paragraph of this "--Cross-Collateralized Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated Borrowers" section, entitle the related borrower to a release of one or more of the corresponding mortgaged real properties through partial defeasance. See "--Terms and Conditions of the Underlying Mortgage Loans--Defeasance Loans" below. The table below identifies each group of cross-collateralized mortgage loans, by property names, that represent at least 1.0% of the initial mortgage pool balance. [Enlarge/Download Table] NUMBER OF STATES WHERE THE % OF INITIAL PROPERTIES ARE MORTGAGE CROSS COLLATERALIZED GROUPS/PROPERTY NAMES LOCATED POOL BALANCE ------------------------------------------ ---------------- ------------ U-Haul A Portfolio, U-Haul B Portfolio ................ 8 2.2% Fairfield Inn-Dallas, Fairfield Inn-Scottsdale, Houston Galleria Portfolio ................................... 2 1.8% Homewood Suites-Billerica, Homewood Suites--Bloomington .................................. 2 1.4% ...................................................... The following table identifies the four separate groups of mortgaged real properties that are under common ownership and/or control and that secure two or more mortgage loans or groups of mortgage loans that are not cross- collateralized but represent at least 1.0% of the initial mortgage pool balance. [Enlarge/Download Table] % OF NUMBER OF INITIAL MORTGAGE PROPERTY NAMES MORTGAGE LOANS POOL BALANCE -------------- -------------- ---------------- Food 4 Less Center-Santa Ana, Buena Park, Norwalk, Inglewood, West Covina, Long Beach, Anaheim ................................................................... 7 4.0% Loyal Plaza, River Valley Plaza, Meadowview Square, East Point Plaza .............. 4 2.6% Sacramento Corporate Center, Moreno Valley Corporate Center ....................... 2 2.2% Golden West & Gene Autrey Business Park, Park Orangewood .......................... 2 1.6%  TERMS AND CONDITIONS OF THE UNDERLYING MORTGAGE LOANS Due Dates. Subject, in some cases, to a next business day convention-- o Six of the mortgage loans that we intend to include in the trust, representing 3.2% of the initial mortgage pool balance, provide for monthly debt service payments to be due on the first day of each month, o Two of the mortgage loans that we intend to include in the trust, representing 0.7% of the initial mortgage pool balance, provide for monthly debt service payments to be due on the tenth day of each month, and o 127 of the mortgage loans that we intend to include in the trust, representing 96.0% of the initial mortgage pool balance, provide for monthly debt service payments to be due on the eleventh day of each month. Except with respect to seven mortgage loans, representing 1.6% of the initial mortgage pool balance, each of the pooled mortgage loans provides for one or both of the following-- o a grace period for the payment of each monthly payment that does not go beyond the eleventh day of the month or, if that eleventh day is not a business day, then beyond the next business day, and/or S-36
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o that either Default Interest will commence accruing or late payment charges will be due in the event that a monthly debt service payment has not been made as of the eleventh day of the month or, if that eleventh day is not a business day, then as of the next business day. Mortgage Rates; Calculations of Interest. In general, each of the mortgage loans that we intend to include in the trust bears interest at a mortgage interest rate that, in the absence of default, is fixed until maturity, except that as described below under "--ARD Loans", each ARD Loan that remains outstanding past its anticipated repayment date will accrue interest after that date at a rate that is in excess of its mortgage interest rate prior to that date, but the additional interest will not be payable until the entire principal balance of the mortgage loan has been paid in full. The current mortgage interest rate for each of the mortgage loans that we intend to include in the trust is shown on Annex A-1 to this prospectus supplement. As of the cut-off date, those mortgage interest rates ranged from 6.739% per annum to 8.700% per annum, and the weighted average of those mortgage interest rates was 7.413% per annum. Except in the case of ARD Loans, none of the mortgage loans that we intend to include in the trust provides for negative amortization or for the deferral of interest. Each of the pooled mortgage loans will accrue interest on the basis of one of the following conventions: o the actual number of days elapsed during each one-month accrual period in a year of 360 days; or o a 360-day year consisting of twelve 30-day months. The table below shows the number of, and percentage of initial mortgage pool balance represented by, mortgage loans that accrue interest based on each of the foregoing conventions. [Download Table] % OF NUMBER OF INITIAL MORTGAGE INTEREST ACCRUAL BASIS MORTGAGE LOANS POOL BALANCE -------------------------- ---------------- ----------------- Actual/360 Basis ......... 132 92.8% 30/360 Basis ............. 3 7.2% Balloon Loans. One hundred eleven of the mortgage loans that we intend to include in the trust, representing 54.1% of the initial mortgage pool balance, are characterized by-- o an amortization schedule that is longer than the actual term of the mortgage loan, and o a substantial balloon payment being due with respect to the mortgage loan on its stated maturity date.  ARD Loans. Twenty-four of the mortgage loans that we intend to include in the trust, representing 45.9% of the initial mortgage pool balance, are characterized by the following features: o A maturity date that is at least 25 years following origination. o The designation of an anticipated repayment date that is generally seven to ten years following origination. The anticipated repayment date for each of the ARD Loans is listed on Annex A-1 to this prospectus supplement. o The ability of the related borrower to prepay the mortgage loan, without restriction, including without any obligation to pay a prepayment premium or a yield maintenance charge, at any time on or after a date that is either the related anticipated repayment date or a date falling within the six-month period prior to the anticipated repayment date. o Until its anticipated repayment date, the calculation of interest at its initial mortgage interest rate. o From and after its anticipated repayment date, the accrual of interest at a revised annual rate that will be at least two percentage points in excess of its initial mortgage interest rate. o The deferral of any additional interest accrued with respect to the mortgage loan from and after the related anticipated repayment date at the difference between its revised mortgage interest rate and its initial mortgage interest rate. This Post-ARD Additional Interest may, in some cases, compound at the new revised mortgage interest rate. Any Post-ARD Additional Interest accrued with respect to the mortgage loan following its anticipated repayment date will not be payable until the entire principal balance of the mortgage loan has been paid in full. o From and after its anticipated repayment date, the accelerated amortization of the mortgage loan out of any and all monthly cash flow from the corresponding mortgaged real property which remains after payment of the applicable S-37
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monthly debt service payment, permitted operating expenses, capital expenditures and/or specified reserves, as the case may be. These accelerated amortization payments and the Post-ARD Additional Interest are considered separate from the monthly debt service payments due with respect to the mortgage loan. As discussed under "Ratings" in this prospectus supplement, the ratings on the respective classes of offered certificates do not represent any assessment of whether any ARD Loan will be paid in full by its anticipated repayment date or whether and to what extent Post-ARD Additional Interest will be received. In the case of substantially all of the ARD Loans that we intend to include in the trust, the related borrower has agreed to enter into a cash management agreement no later than the related anticipated repayment date, if it has not already done so. The related borrower or the manager of the corresponding mortgaged real property will be required under the terms of that cash management agreement to deposit or cause the deposit of all revenue from that property received after the related anticipated repayment date into a designated account controlled by the lender under the ARD Loan. Amortization of Principal. The table below shows, in months, the original and, as of the cut-off date, the remaining amortization schedules and terms to maturity for the mortgage loans that we expect to back the offered certificates or the specified sub-groups of those mortgage loans. For purposes of the following table, the ARD Loans are assumed to mature on their respective anticipated repayment dates. [Enlarge/Download Table] BALLOON LOANS ARD LOANS ALL MORTGAGE LOANS --------------- ----------- ------------------- ORIGINAL TERM TO MATURITY (MOS.) Maximum .......................... 264 121 264 Minimum .......................... 60 120 60 Weighted Average ................. 110 120 115 REMAINING TERM TO MATURITY (MOS.) Maximum .......................... 224 120 224 Minimum .......................... 56 113 56 Weighted Average ................. 107 118 112 ORIGINAL AMORTIZATION TERM (MOS.) Maximum .......................... 360 360 360 Minimum .......................... 144 324 144 Weighted Average ................. 349 359 354 REMAINING AMORTIZATION TERM (MOS.) Maximum .......................... 360 360 360 Minimum .......................... 143 322 143 Weighted Average ................. 346 357 351 Some of the pooled mortgage loans will, in each case, provide for a recast of the amortization schedule and an adjustment of the scheduled debt service payments on the mortgage loan upon application of specified amounts of condemnation proceeds or insurance proceeds to pay the related unpaid principal balance. Voluntary Prepayment Provisions. At origination, all the mortgage loans that we intend to include in the trust, provided for a prepayment lock-out period, during which voluntary principal prepayments are prohibited, followed by one or more of the following-- o a defeasance period, during which voluntary principal prepayments are prohibited, but the related borrower may obtain a release of the related mortgaged real property through defeasance, o a prepayment consideration period, during which voluntary prepayments are permitted, subject to the payment of an additional consideration for the prepayment, and o an open prepayment period, during which voluntary principal prepayments may be made without any prepayment consideration. Notwithstanding otherwise applicable lock-out periods, partial prepayments of some of the pooled mortgage loans may occur under the circumstances described under "--Terms and Conditions of the Underlying Mortgage Loans--Other Prepayment Provisions" below. S-38
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The prepayment terms of each of the mortgage loans that we intend to include in the trust are more particularly described in Annex A-1 to this prospectus supplement. As described below under "--Defeasance Loans", most of the pooled mortgage loans will permit the related borrower to obtain a full or partial release of the corresponding mortgaged real property from the related mortgage lien by delivering Government Securities. Except as described below under "--Defeasance Loans," none of these mortgage loans will permit defeasance prior to the second anniversary of the date of initial issuance of the offered certificates. Prepayment Lock-Out/Defeasance Periods. All of the mortgage loans that we intend to include in the trust provide for prepayment lock-out periods as of the cut-off date. With respect to those mortgage loans-- o the maximum remaining prepayment lock-out/defeasance period as of that date is 224 months, o the minimum remaining prepayment lock-out/defeasance period as of that date is 54 months, and o the weighted average remaining prepayment lock-out/defeasance period as of that date is 110 months. Two of the mortgage loans, representing 0.6% of the initial mortgage pool balance, provide for a period, following their initial prepayment lock-out periods, when the loan is prepayable with a payment of additional consideration for prepayment, but do not provide for defeasance. Notwithstanding otherwise applicable lock-out periods, partial prepayments of some of the pooled mortgage loans may occur under the circumstances described under "--Terms and Conditions of the Underlying Mortgage Loans--Other Prepayment Provisions" below. Prepayment Consideration. Following their respective initial prepayment lock-out periods, two of the mortgage loans that we intend to include in the trust, representing 0.6% of the initial mortgage pool balance, provide for the payment of prepayment consideration in connection with a voluntary prepayment during part of the loan term. That prepayment consideration will equal either an amount calculated based on a yield maintenance formula or the greater of-- o an amount calculated based on a yield maintenance formula, and o a percentage of the amount prepaid. Prepayment premiums and yield maintenance charges received on the pooled mortgage loans, whether in connection with voluntary or involuntary prepayments, will be allocated and paid to the persons, in the amounts and in accordance with the priorities described under "Description of the Offered Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. Limitations may exist under applicable state law on the enforceability of the provisions of the pooled mortgage loans that require payment of prepayment premiums or yield maintenance charges. Neither we nor the underwriters make any representation or warranty as to the collectability of any prepayment premium or yield maintenance charge with respect to any of the mortgage loans included in the trust. See "Risk Factors--Some Provisions in the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as Being Unenforceable--Prepayment Premiums, Fees and Charges" and "Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the accompanying prospectus. Open Prepayment Periods. Ninety-two of the mortgage loans that we intend to include in the trust, representing 77.5% of the initial mortgage pool balance, provide for an open prepayment period. That open prepayment period generally begins one to six months prior to stated maturity or, in the case of an ARD Loan, prior to the related anticipated repayment date.  Other Prepayment Provisions. Most of the mortgage loans that we intend to include in the trust provide that condemnation proceeds and insurance proceeds may be applied to reduce the mortgage loan's principal balance, to the extent such funds will not be used to repair the improvements on the mortgaged real property or given to the related borrower. Investors should not expect any prepayment consideration to be paid in connection with any mandatory partial prepayment described in the prior paragraph.  Defeasance Loans. One hundred thirty-three of the mortgage loans that we intend to include in the trust, representing 99.4% of the initial mortgage pool balance, permit the respective borrowers to defease the subject mortgage loan in whole or, in some cases, in part, during a period that voluntary prepayments are prohibited. Each of these mortgage loans permits the related borrower, during specified periods and subject to specified conditions, to defease the mortgage loan by pledging to the holder of the mortgage loan the requisite amount of Government Securities and obtaining a release of the related mortgaged real property or, if applicable, one or more of the related mortgaged real properties. S-39
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In general, the Government Securities that are to be delivered in connection with the defeasance of any mortgage loan, must provide for a series of payments that-- o will be made prior, but as closely as possible, to all successive due dates through and including the maturity date or, if applicable, the related anticipated repayment date, and o will, in the case of each due date, be in a total amount equal to or greater than the scheduled debt service payment, including any applicable balloon payment, scheduled to be due or deemed due on that date, with any excess to be returned to the related borrower. For purposes of the foregoing, ARD Loans are treated as if they were balloon loans that mature on their respective anticipated repayment dates. If fewer than all of the real properties securing any particular mortgage loan or group of cross-collateralized mortgage loans are to be released in connection with any defeasance, the requisite defeasance collateral will be calculated to equal 115% to 125% of the allocated loan amount for the properties to be released. In connection with any delivery of defeasance collateral, the related borrower will be required to deliver a security agreement granting the trust a first priority security interest in the collateral, together with an opinion of counsel confirming the first priority status of the security interest. Also, a borrower will generally be required to deliver a certification from an independent accounting firm to the effect that the defeasance collateral is sufficient to make all scheduled debt service payments under the related mortgage loan through maturity or, if applicable, the related anticipated repayment date. With two exceptions, none of the mortgage loans that we intend to include in the trust may be defeased prior to the second anniversary of the date of initial issuance of the certificates. The exceptions referred to in the preceding sentence are two mortgage loans, representing 0.7% of the initial mortgage pool balance, that may be defeased at any time on or after March 10, 2003. Each of those mortgage loans is the primary asset of a single loan REMIC. See "--Repurchase of Early Defeasance Mortgage Loans" below.  Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans that we intend to include in the trust contain both a due-on-sale clause and a due-on-encumbrance clause. In general, except for the permitted transfers discussed below in this "--Due-on-Sale and Due-on-Encumbrance Provisions" subsection, these clauses either: o permit the holder of the related mortgage to accelerate the maturity of the mortgage loan if the borrower sells or otherwise transfers or encumbers the corresponding mortgaged real property, or o prohibit the borrower from transferring or encumbering the corresponding mortgaged real property without the consent of the holder of the mortgage. See, however, "Risk Factors--The Investment Performance of Your Offered Certificates Will Depend on Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable--Delinquencies, Defaults and Losses on the Underlying Mortgage Loans May Affect the Amount and Timing of Payments on Your Offered Certificates; and the Rate and Timing of Those Delinquencies and Defaults, and the Severity of Those Losses, Are Highly Unpredictable" and "--Some Provisions in the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as Being Unenforceable--Due-on-Sale and Debt Acceleration Clauses" and "Legal Aspects of Mortgage Loans--Due on Sale and Due-on-Encumbrance Provisions" in the accompanying prospectus. All of the mortgage loans that we intend to include in the trust permit one or more of the following types of transfers: o transfers of the corresponding mortgaged real property if specified conditions are satisfied, which conditions normally include one or both of the following-- 1. confirmation by each applicable rating agency that the transfer will not result in a qualification, downgrade or withdrawal of any of its then current ratings of the certificates, or 2. the reasonable acceptability of the transferee to the lender; o a transfer of the corresponding mortgaged real property to a person that is affiliated with or otherwise related to the borrower; o transfers by the borrower of the corresponding mortgaged real property to specified entities or types of entities; o issuance by the borrower of new partnership or membership interests; o changes in ownership between existing shareholders, partners or members, as applicable, of the related borrower; S-40
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o a transfer of non-controlling ownership interests in the related borrower; o transfers of interests in the related borrower for estate planning purposes or otherwise upon the death of a principal; or o other transfers similar in nature to the foregoing. MORTGAGE POOL CHARACTERISTICS A detailed presentation of various characteristics of the mortgage loans that we intend to include in the trust, and of the corresponding mortgaged real properties, on an individual basis and in tabular format, is shown on Annex A-1, Annex A-2, Annex A-3 and Annex B to this prospectus supplement. The statistics in the tables and schedules on Annex A-1, Annex A-2, Annex A-3 and Annex B to this prospectus supplement were derived, in many cases, from information and operating statements furnished by or on behalf of the respective borrowers. The information and the operating statements were generally unaudited and have not been independently verified by us or the underwriters.  SIGNIFICANT UNDERLYING MORTGAGE LOANS  General. The mortgage pool will include four mortgage loans with cut-off date principal balances that are greater than 5% of the initial mortgage pool balance.  The Chrysler Building Mortgage Loan.  General. The Chrysler Building Mortgage Loan, which is the senior loan of an A/B note structure, has a cut-off date principal balance of $180,000,000, representing 13.0% of the initial mortgage pool balance. The Chrysler Building Mortgage Loan, which is the senior loan in the A/B note structure, and the Chrysler Building Companion Loan, which is the junior loan in the A/B note structure, are secured by a first priority mortgage lien on the leasehold interest of the related borrower in the Chrysler Building Mortgaged Property, a 77-story class A office building with a total of 1,196,972 square feet located in New York City, New York. See "--The Chrysler Building" below. The Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan are cross-defaulted. As of the cut-off date, the unpaid principal balance of the Chrysler Building Companion Loan was $40,000,000. The Chrysler Building Companion Loan is not part of the trust. S&P and Fitch have confirmed to us that the Chrysler Building Mortgage Loan has, in the context of its inclusion in the trust, credit characteristics consistent with that of an obligation rated investment grade by each of S&P and Fitch. S&P and Fitch have also confirmed to us that the Chrysler Building Companion Loan has credit characteristics consistent with that of an obligation rated investment grade. The Borrower and Sponsor. The borrower under the Chrysler Building Mortgage Loan is TST/TMW 405 Lexington, L.P., a special purpose limited partnership ultimately controlled by Tishman Speyer/Travelers Real Estate Venture, L.P., a private real estate limited partnership. Tishman Speyer is affiliated with Tishman Speyer Properties, L.P., which, together with its affiliates, is a leading owner/builder/manager of office properties. In addition to the Chrysler Building Mortgaged Property, which, together with the adjacent East Building, which is comprised of offices and street- and arcade-level retail stores, and the retail structure known as the Pyramids, forms the approximately 1.9 million square foot Chrysler Center, Tishman Speyer Properties owns and/or manages several other New York landmark or trophy buildings, including Rockefeller Center and office buildings at 666 Fifth Avenue and 1301 Avenue of the Americas. Tishman Speyer Properties has also developed or acquired approximately 36 million square feet of real estate, consisting primarily of high-profile office buildings in major urban markets in the United States and Europe in addition to mixed-use, retail, residential and entertainment centers. A 75% limited partnership interest in the borrower is held by ProVictor Property Fund VI, L.P., an affiliate of TMW Real Estate Group, LLC and ERGO Trust GmbH, an entity related to ERGO Verisicherungsgruppe AG. TMW, which was founded in 1982, is an investment management fund based in Atlanta, Georgia that manages German investment in U.S. properties. ERGO Verisicherungsgruppe AG is the second largest German insurance company.  Interest Rate; Application of Interest and Principal Payments; Prepayments; Defeasance. Each of the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan is an ARD Loan with an anticipated repayment date of July 11, 2011 and a stated maturity of July 11, 2031. Each of the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan will accrue interest on an Actual/360 Basis. S-41
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Until the anticipated repayment date, the Chrysler Building Mortgage Loan will accrue interest at 6.910% per annum. From and after its anticipated repayment date, the Chrysler Building Mortgage Loan will accrue interest at a revised rate equal to the greater of (a) 10.910% per annum and (b) a specified treasury rate plus 4%. On the eleventh day of each month through and including June 11, 2003, the borrower is required to make monthly payments of interest only. Thereafter, on the eleventh day of each month starting with July 11, 2003, through and including the maturity date, the borrower will be required to make a constant monthly debt service payment, reflecting a 30-year amortization schedule, on both the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan equal to $1,450,392.11. Commencing with the first due date following the cut-off date, that debt service payment will be applied: o first, to pay unpaid interest, other than Post-ARD Additional Interest, accrued on the principal balance of the Chrysler Building Mortgage Loan at its annual mortgage interest rate; o second, following the initial interest-only period, to pay principal on the Chrysler Building Mortgage Loan in accordance with the amortization schedule described below; o third, to pay unpaid interest, other than Post-ARD Additional Interest, accrued on the principal balance of the Chrysler Building Companion Loan at an annual rate, after taking into account all its component rates, that will equal 6.910% per annum; o fourth, to pay principal on the Chrysler Building Mortgage Loan, until the principal balance of the Chrysler Building Mortgage Loan is reduced to zero; and o fifth, to pay principal on the Chrysler Building Companion Loan, until the principal balance of the Chrysler Building Companion Loan is reduced to zero. The amounts applied pursuant to clause second of the preceding paragraph will be applied to pay principal on the Chrysler Building Mortgage Loan in accordance with an amortization schedule that would have amortized the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan over a period of approximately 30 years from the end of the initial interest-only period based on an interest rate of 6.910% per annum. The borrower is also required to make the reserve and escrow payments described under "--Reserves and Escrows" below. From and after its anticipated repayment date, the borrower must apply certain excess cash flow from the Chrysler Building Mortgaged Property toward additional amortization of the Chrysler Building Mortgage Loan. The payment of any Post-ARD Additional Interest accrued on the Chrysler Building Mortgage Loan will be deferred until the total principal balance of the Chrysler Building Loan Pair is repaid in full. To the extent permitted by law, that Post-ARD Additional Interest will compound at the revised interest rate. In the event of a partial prepayment of the Chrysler Building Mortgage Loan due to the receipt of insurance proceeds or a condemnation award as a result of a casualty or condemnation, the monthly debt service payment will be recast in order to fully amortize the remaining balance of the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan over their remaining amortization term. The borrower is prohibited from voluntarily prepaying the Chrysler Building Mortgage Loan or the Chrysler Building Companion Loan prior to April 11, 2011. From and after April 11, 2011, the borrower may prepay the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan, in whole or in part, without payment of any prepayment consideration. However, the borrower may not prepay the Chrysler Building Companion Loan while any portion of the unpaid principal balance of the Chrysler Building Mortgage Loan is outstanding. The borrower may defease the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan, together, in whole only, on any due date after July 2003 and prior to the anticipated repayment date, and by doing so obtain the release of the Chrysler Building Mortgaged Property. Such a defeasance will be effected by the borrower's pledging substitute collateral that consists of Government Securities that produce payments which replicate the payment obligations of the borrower under the Chrysler Building Loan Pair and are sufficient to pay-off the Chrysler Building Loan Pair in its entirety on its anticipated repayment date. The borrower's right to defease the Chrysler Building Loan Pair is subject to S&P and Fitch, each confirming that the defeasance would not result in a qualification, downgrade or withdrawal of the ratings then assigned to any class of series 2001-C3 certificates by that rating agency. S-42
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Mezzanine Financing: The borrower's principals have pledged their ownership interests in the borrower, simultaneously with the closing of the Chrysler Building Mortgage Loan, to secure a loan in the principal amount of $30,000,000 from HypoVereinsbank, subject to the conditions specified in the loan documents and the terms of an intercreditor agreement. Servicing of the Chrysler Building Loan Pair. The master servicer and special servicer will service and administer both the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan pursuant to the pooling and servicing agreement for so long as the Chrysler Building Mortgage Loan is part of the trust. However, if the Chrysler Building Mortgage Loan is purchased out of the trust, then both of those loans will be serviced and administered in accordance with a separate servicing agreement. In the event that the Chrysler Building Mortgage Loan becomes specially serviced and, further, a scheduled payment on the Chrysler Building Mortgage Loan or the Chrysler Building Companion Loan is at least 60 days delinquent, the holder of the Chrysler Building Companion Loan will be entitled to purchase the Chrysler Building Mortgage Loan from the trust at a price generally equal to the unpaid principal balance of the Chrysler Building Mortgage Loan, together with all unpaid interest on that loan at the related mortgage interest rate and any outstanding servicing expenses for which the borrower is responsible. No prepayment consideration will be payable in connection with such a purchase of the Chrysler Building Mortgage Loan. Further, if the principal amount of the Chrysler Building Companion Loan, less any existing related Appraisal Reduction Amount calculated in respect of the Chrysler Building Loan Pair, is at least equal to 50% of the original principal amount of that loan, the holder of the Chrysler Building Companion Loan will be entitled to advise and direct the special servicer with respect to certain specified actions generally involving foreclosure or material modification of the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan. However, no advice or direction may require or cause the special servicer to violate any provision of the pooling and servicing agreement, including the special servicer's obligation to act in accordance with the Servicing Standard. See "Servicing of the Underlying Mortgage Loans--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" in this prospectus supplement.  The Chrysler Building. The Chrysler Building is a 77-story class A trophy office building with a total of 1,196,972 rentable square feet located in New York, New York. The building is centrally located in midtown Manhattan on Lexington Avenue and 42nd Street, directly across from Grand Central Station. The Chrysler Building was constructed in 1929 and is a U.S. national historic landmark building and one of New York City's most recognizable structures. Since acquiring the building in 1998, the borrower has invested approximately $65.5 million in a renovation program that provided updated building services including safety, mechanical and electrical features, tenant improvements, and preserving and enhancing the Chrysler Building's art deco design. Amenities at the Chrysler Building include camera security, 24-hour security personnel, arcade and ground level retail stores and restaurants, bank facilities, below-grade concourses and walkways that connect to Grand Central Station. Adjoining the Chrysler Building are the newly developed retail structure known as the Pyramids on 42nd Street and the East Building at 666 Third Avenue, neither of which are part of the loan collateral, but which together with the Chrysler Building comprise the overall 1,939,539 square foot Chrysler Center complex. Major tenants at the Chrysler Building Mortgaged Property include the law firms Swidler Berlin Shereff Friedman LLP, Jenkens & Gilchrist Parker Chapin LLP and Blank Rome Tenzer Greenblatt LLP, the U.N. Office for Project Services and Prudential Securities. As of March 1, 2001, the overall occupancy for the Chrysler Building was 98.7%. S-43
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The tables below provide the indicated information regarding tenants and leases at the Chrysler Building. FIVE LARGEST TENANTS AT THE CHRYSLER BUILDING [Enlarge/Download Table] TENANT SQUARE FEET AS % OF TOTAL SQUARE FEET LEASE EXPIRATION ------ ------------- --------------------------- ----------------- Swidler Berlin Shereff Friedman LLP ............ 122,322 10.2% 1/31/2016 Jenkens & Gilchrist Parker Chapin LLP .......... 103,731 8.7% 6/30/2015 U.N. Office for Project Services ............... 79,615 6.7% 12/31/2014 Blank Rome Tenzer Greenblatt LLP ............... 74,446 6.2% 5/31/2009 Prudential Securities .......................... 51,083 4.3% 6/30/2015 ------- ---- TOTAL .......................................... 431,197 36.1% The following should be noted with respect to the table above-- o The information provided is based on the March 1, 200l rent roll. o The total rentable area percentage presented may not reflect the exact sum of the information in the related column due to rounding. LEASE EXPIRATION SCHEDULE FOR THE CHRYSLER BUILDING [Enlarge/Download Table] YEAR EXPIRING SQUARE FEET AS % OF TOTAL SQUARE FEET CUMULATIVE % ---- ---------------------- --------------------------- ------------- 2001 ............................. 12,656 1.1% 1.1% 2002 ............................. 88,044 7.4% 8.4% 2003 ............................. 18,089 1.5% 9.9% 2004 ............................. 64,992 5.4% 15.4% 2005 ............................. 58,822 4.9% 20.3% 2006 ............................. 35,487 3.0% 23.2% 2007 ............................. 14,925 1.2% 24.5% 2008 ............................. 4,519 0.4% 24.9% 2009 ............................. 178,749 14.9% 39.8% 2010 ............................. 148,670 12.4% 52.2% 2011 and beyond .................. 556,950 46.5% 98.7% Vacant ........................... 15,069 1.3% 100.0% --------- ----- TOTAL ............................ 1,196,972 100.0% 5 year average rollover .......... 48,521 4.1% 7 year average rollover .......... 41,859 3.5% The following should be noted with respect to the table above-- o The information is based on the March 1, 2001 rent roll. o The total square feet percentage presented may not reflect the exact sum of the information in the related columns due to rounding. o The average rollover information shown at the bottom of the table excludes vacant space. Property Management. The Chrysler Building Mortgaged Property is managed by Tishman Speyer Properties, L.P., an affiliate of the borrower. Cut-off Date Loan-to-Value Ratio. Based on an appraisal conducted in February 2001 by a third-party appraiser, the appraised value of the Chrysler Building Mortgaged Property is $415,000,000. Based on that appraised value, the Chrysler Building Mortgage Loan has a Cut-off Date Loan-to-Value Ratio of 43.4%, and the combined Cut-off Date Loan-to-Value Ratio for the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan is 53.0%.  Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow for the Chrysler Building Mortgaged Property was calculated to be $31,285,898. Based on that U/W Net Cash Flow, the Chrysler Building Mortgage Loan has an S-44
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Underwritten Debt Service Coverage Ratio of 2.14:1, and the combined Underwritten Debt Service Coverage Ratio for the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan is 1.80:1.  Reserves and Escrows. The borrower is required to make monthly escrow payments for the payment of insurance and replacement reserves with respect to the Chrysler Building Mortgaged Property. The borrower is also required to make escrow payments for business improvement district taxes. Pursuant to the terms of the loan documents, the borrower will be required to make monthly real estate tax escrow payments upon the removal of the tax exemption described under "--Ground Lease" below. Additionally, Tishman Speyer/Travelers delivered a completion guaranty with respect to certain capital improvements at the Chrysler Building Mortgaged Property. Further, Tishman Speyer/Travelers and ERGO Versicherungsgruppe AG, jointly and severally, guaranteed certain unfunded leasing obligations under certain leases.  Lockbox. The borrower has established a lockbox account into which all rents, income and revenues received by or on behalf of the borrower in respect of the Chrysler Building Mortgaged Property are deposited. All funds on deposit in the lockbox account are to be swept into a cash management account controlled by the mortgagee. On each due date, amounts on deposit in the cash management account are to be applied in respect of the Chrysler Building Loan Pair and the Chrysler Building Mortgaged Property in the manner specified in the related loan documents, with amounts representing monthly debt service payments applied in the order of priority described under "--Interest Rate; Application of Interest and Principal Payments; Prepayments; Defeasance" above.  Ground Lease. The related mortgage encumbers the borrower's interest as ground lessee under a long term ground lease, which expires on December 31, 2147. The base ground rent payment is currently $5,500,000 per year. The borrower is also responsible for the payment of certain additional rent payments, including, without limitation, tax equivalency payments. The Chrysler Building Mortgaged Property receives the benefit of a tax exemption because the fee owner is a non-profit organization. The ground lease provides that to the extent the premises are exempt from the payment of real estate taxes, the ground lessee is to pay an amount, in the form of tax equivalency payments, to the ground lessor equal to the real estate taxes which would have been payable but for the exemption. Upon the removal of the tax payment exemption, which will occur following a sale of the fee interest by the current ground lessor or for any other reason which causes the property not to be entitled to the exemption under New York law, the ground lessee will be responsible for the payment of real estate taxes directly to the taxing authority. Pursuant to the terms of the ground lease, the ground lessee is entitled to a rent credit equal to $83,333.33 per month through June 30, 2003 due to the reduction in the assessed valuation of the Chrysler Building Mortgaged Property for certain tax years and the resulting overpayment to the ground lessor of the tax equivalency payments during the overpayment period. Certain space tenants, which occupied space during the overpayment period may be entitled to share in the monthly rent credit pursuant to the terms of their respective leases.  The Cape Cod Mall Mortgage Loan.  General. The Cape Cod Mall Mortgage Loan has a cut-off date principal balance of $99,694,017, representing 7.2% of the initial mortgage pool balance. The Cape Cod Mall Mortgage Loan is secured by a first priority mortgage lien on the fee simple and ground leasehold interests of the borrower in three anchor spaces and the in-line mall space of the Cape Cod Mall. The Cape Cod Mall is a regional mall located in Hyannis, Massachusetts containing 472,598 square feet of anchor/major tenant space and 255,008 square feet of in-line mall space for an aggregate of 727,606 net rentable square feet. S&P and Fitch have confirmed to us that the Cape Cod Mall Mortgage Loan has, in the context of its inclusion in the trust, credit characteristics consistent with that of an obligation rated investment grade of each of S&P and Fitch. The Borrower and Sponsor. The borrower under the Cape Cod Mall Mortgage Loan is Mayflower Cape Cod LLC, a special purpose Delaware limited liability company. The sole member of the borrower is Mayflower Realty LLC. The managing member of Mayflower Realty LLC is SPG Mayflower, LLC. The managing member of SPG Mayflower, LLC is Simon Property Group, L.P. Other members of Mayflower Realty LLC are entities which are owned by the New York State Teachers' Retirement System, the Teachers Insurance and Annuity Association of America and JP Morgan Investment Management Inc. Simon Property Group, Inc., together with Simon Property Group, L.P., its affiliated management company, owns or manages approximately 190 million square feet of gross leasable area in retail and mixed-use projects, and attracts over two billion shopping visitors annually to its properties. Simon Property Group, Inc. is a publicly traded real estate company listed on the New York Stock Exchange under the symbol SPG. As of May 31, 2001, Simon Property Group, Inc. owned or had an interest in approximately 250 properties. S-45
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Interest Rate; Application of Payments; Prepayments; Defeasance. The Cape Cod Mall Mortgage Loan has a 10-year term with a stated maturity of March 11, 2011. The Cape Cod Mall Mortgage Loan will bear interest on an Actual/360 Basis. Until its maturity date, the Cape Cod Mall Mortgage Loan will accrue interest at a rate of 6.797% per annum. On the eleventh day of each month, continuing through and including February 2011, the borrower will be required to make a constant monthly debt service payment on the Cape Cod Mall Mortgage Loan equal to $651,725.37, and on the stated maturity date, the borrower will be required to make a balloon payment of $86,748,343. The borrower is also required to make reserve and escrow payments as described under "--Reserves, Escrows and Letters of Credit" below. The borrower is prohibited from voluntarily prepaying the Cape Cod Mall Mortgage Loan until the due date that is three months prior to the maturity date, from which date and on any other due date following, the borrower may prepay the Cape Cod Mall Mortgage Loan in whole without payment of any prepayment consideration. The borrower may defease the Cape Cod Mall Mortgage Loan in whole on any due date after the due date in July 2003 and by doing so, obtain the release of the Cape Cod Mall Mortgaged Property. A defeasance will be effected by the borrower's pledging Government Securities as substitute collateral that produce payments which replicate the payment obligations of the borrower under the Cape Cod Mall Mortgage Loan and pay off the Cape Cod Mall Mortgage Loan in its entirety on its maturity date. The borrower's right to defease the Cape Cod Mall Mortgage Loan is subject to S&P and Fitch each confirming that the defeasance would not result in a qualification, downgrade or withdrawal of the ratings then assigned to any class of series 2001-C3 certificates by that rating agency. The Cape Cod Mall. The Cape Cod Mall is a 727,606 square foot enclosed, regional mall located in Hyannis, Massachusetts. The Cape Cod Mall opened in 1971, was expanded in 1978, and renovated in 1986. In 2000, the borrower completed a renovation and expansion project totaling approximately $55 million. The mall's five anchors are Sears, Macy's, Filene's, Marshall's and Best Buy, which occupy 395,100 square feet of space or 54.3% of the total gross leasable area. The stores and pads for Filene's and Macy's are not part of the collateral for the Cape Cod Mall Mortgage Loan. In-line mall space totals 255,008 square feet of space or 35.0% of the total gross leasable area. Major tenants include Barnes & Noble and Hoyt's Cinema, together comprising 77,498 square feet of space or 10.7% of the gross leasable area. Barnes & Noble is expected to open in the fall of 2001. In-line mall sales for 2000 were reported to be approximately $484 per square foot, based on comparable sales under 10,000 square feet, and in-line tenant occupancy costs as a percentage of sales, based on an analysis of base rent and reimbursement information provided by the borrower's property manager, were 12.3% as of December 31, 2000. As of February 28, 2001, based on square footage leased, in-line occupancy is 97.8% and overall mall occupancy, including the Barnes & Noble space expected to open in fall 2001 and The Gap expansion spaces, is 99.3%. The table below provides the indicated information regarding tenants and leases at the Cape Cod Mall. GROSS LEASABLE AREA (GLA) OVERVIEW OF CAPE COD MALL [Download Table] STORE SQUARE FEET AS % OF GLA LEASE EXPIRATION ----- ----------- ----------- ---------------- ANCHORS Sears ........................ 135,187 18.6% 11/2019 Macy's ....................... 118,789 16.3% NAP Filene's ..................... 80,931 11.1% NAP Marshalls .................... 30,728 4.2% 1/2015 Best Buy ..................... 29,465 4.1% 1/2015 ------- ----- ------- TOTAL ANCHOR SPACE ........... 395,100 54.3% MAJOR TENANTS Hoyt's Cinema ............... 48,299 6.6% 12/2019 Barnes & Noble .............. 29,199 4.0% 10/2011 ------- ----- TOTAL MAJOR TENANT SPACE...... 77,498 10.7% TOTAL IN-LINE MALL SPACE ..... 255,008 35.0% ------- ----- TOTAL GLA .................... 727,606 100.0% The following should be noted with respect to the immediately foregoing table-- S-46
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o The information provided is based on the February 28, 2001 rent roll, including The Gap expansion spaces and Barnes & Noble construction. o The total GLA percentage presented may not reflect the exact sum of the information in the related column due to rounding. o NAP means not applicable regarding anchor lease expiration as the applicable anchors own their improvements and pads. FIVE LARGEST IN-LINE TENANTS AT THE CAPE COD MALL [Download Table] TENANT SQUARE FEET LEASE EXPIRATION DATE ------ ----------- --------------------- Record Town .......... 11,962 1/2011 Gap Body ............. 10,969 1/2009 Express .............. 10,054 1/2003 CVS .................. 8,972 1/2008 Lane Bryant .......... 8,775 1/2003 ------ TOTAL ................ 50,732 The information provided in the table above is based on the February 28, 2001 rent roll, including The Gap expansion space. LEASE EXPIRATION SCHEDULE FOR IN-LINE TENANTS AT THE CAPE COD MALL [Enlarge/Download Table] EXPIRING IN-LINE AS % OF TOTAL CUMULATIVE IN-LINE YEAR SQUARE FEET IN-LINE SQUARE FEET SQUARE FEET % ---- ---------------- ------------------- ------------------ 2001 ............................ 2,749 1.1% 1.1% 2002 ............................ 16,197 6.4% 7.4% 2003 ............................ 26,238 10.3% 17.7% 2004 ............................ 3,980 1.6 19.3% 2005 ............................ 11,040 4.3% 23.6% 2006 ............................ 7,385 2.9% 26.5% 2007 ............................ 0 0.0% 26.5% 2008 ............................ 10,322 4.0% 30.6% 2009 ............................ 61,500 24.1% 54.7% 2010 ............................ 50,354 19.7% 74.4% 2011 and beyond ................. 59,658 23.4% 97.8% Vacant .......................... 5,585 2.2% 100.0% ------- ----- ----- TOTAL ........................... 255,008 100.0% 5 year average rollover ......... 12,041 4.7% 7 year average rollover ......... 9,656 3.8% The following should be noted with respect to the table above-- o The information is based on the February 28, 2001 rent roll including The Gap expansion spaces. o The total in-line square feet percentage presented may not reflect the exact sum of the information in the related column due to rounding. o The average rollover information shown at the bottom of the table excludes vacant space. Property Management. The Cape Cod Mall is managed by Simon Property Group, L.P., an affiliate of the borrower. Environmental Summary. In or about 1991, perchloroethylene contamination was identified in ground water beneath the Cape Cod Mall Mortgaged Property, resulting from discharges of dry cleaning solvents from a dry cleaner located at an adjoining property southwest of the Cape Cod Mall Mortgaged Property. The adjoining property owner and/or the dry S-47
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cleaner performed remediation at the adjoining property and received acknowledgement from the Massachusetts Department of Environmental Protection that no further action was required at the adjoining property. A September 2000 third party environmental report concerning the Cape Cod Mall Mortgaged Property recommended natural attenuation and monitoring as the preferred method of remediation. In connection with the origination of the Cape Cod Mall Mortgage Loan, the borrower and the mortgagee entered into a general environmental indemnity agreement, and Simon Property Group, L.P., an affiliate of the borrower, entered into an indemnity agreement with the mortgagee, under which it agreed to indemnify the mortgagee for any costs imposed upon the mortgagee associated with the ground water contamination until such time that the Massachusetts Department of Environmental Protection acknowledges that no further action is required at the Cape Cod Mall Mortgaged Property. Cut-off Date Loan-to-Value Ratio. Based upon an appraisal conducted in March 2001 by a third-party appraiser, the appraised value of the Cape Cod Mall Property is $160,000,000. Based upon that appraised value, the Cape Cod Mall Mortgage Loan has a Cut-off Date Loan-to-Value-Ratio of 62.3%.  Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow for the Cape Cod Mall Mortgaged Property was calculated to be $13,105,519. Based on that U/W Net Cash Flow, the Cape Cod Mall Mortgage Loan has an Underwritten Debt Service Coverage Ratio of 1.68:1.  Reserves, Escrows and Letters of Credit. The borrower under the Cape Cod Mall Mortgage Loan is required to make monthly payments for (i) taxes, (ii) rents and all charges under each ground lease and (iii) the purchase price to exercise the option to purchase under the ground lease with Unifam, Inc. In lieu of reserves for monthly payments for repairs, replacements and the payment of tenant improvements and/or leasing commissions, these payments have been guaranteed by Mayflower Realty LLC, the sole member of the borrower. With respect to three recently executed leases with Gap/Gap Body, Gap Kids/Baby Gap and the Bombay Company, the borrower will be required to deliver one or more letters of credit up to an aggregate amount equal to $3,040,000, if, by February 28, 2002, these tenants have not commenced making lease payments and opened for business. Mayflower Realty LLC executed a payment and guaranty agreement to pay the above mentioned sum in the event the borrower fails to deliver such letters of credit. With respect to the recently executed lease with Barnes & Noble, the borrower posted a letter of credit in the amount of $6,940,000, which amount equals 125% of the loan proceeds attributable to the annual income from the Barnes & Noble lease. Barnes & Noble is scheduled to commence making lease payments and take occupancy in the fall of 2001. If, as of February 28, 2002 and again, as of February 28, 2003, the letter of credit has not been released because the conditions described below have not yet been satisfied, the borrower is required to extend the letter of credit and increase the amount of such letter of credit. If the borrower fails to deliver any of the additional letters of credit with respect to the Barnes & Noble lease, the mortgagee may draw on the letter of credit and hold the cash as additional collateral. Any of the above-described letters of credit may be released to the borrower upon the satisfaction of certain conditions, including the receipt by the mortgagee of acceptable tenant estoppel certificates stating that certain conditions have been satisfied; provided, however, to the extent such tenant estoppel has not been provided to the mortgagee by February 28, 2002 with respect to The Gap leases or the Bombay Company lease, or by such date to which the related letter of credit may have been extended, with respect to the Barnes and Noble lease, or in any event at any time upon the occurrence of an event of default under the Cape Cod Mall Mortgage Loan, the mortgagee may draw on the related letter of credit and hold the cash as additional collateral. On the first date on which defeasance is permitted, the mortgagee may use the proceeds of such letter of credit to purchase government securities to secure a portion of the Cape Cod Mall Mortgage Loan.  Lockbox. All rents are deposited in a lockbox account and the funds are swept to an account designated and controlled by the mortgagee.  Ground Leases. In addition to the mortgage on the borrower's fee interest, the Cape Cod Mall Mortgage Loan is also secured by the borrower's separate fee and/or leasehold interests in approximately 20 acres of the Cape Cod Mall Mortgaged Property. With respect to the Spalt lease and the Meadow Pond lease, the title company insured the fee mortgage as a valid first priority lien on the fee estate of the ground lessors under such leases. S-48
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GROUND LEASES AT THE CAPE COD MALL [Download Table] GROUND LESSOR APPROXIMATE ACRES LEASE EXPIRATION INTEREST ------------- ----------------- ---------------- -------- Meadow Pond .......... 7 12/31/2073 Fee/Leasehold Spalt ................ 9 12/31/2067 Fee/Leasehold Doherty .............. 3 2/1/2029 Leasehold Unifam ............... 1 3/30/2009 Leasehold The Meadow Pond Lease: The ground lessor under the Meadow Pond lease executed a fee mortgage in favor of mortgagee pursuant to provisions under the lease. The Spalt Lease: The ground lessee executed the fee mortgage on behalf of the ground lessor, as attorney-in-fact, pursuant to the ground lease. The Doherty Lease: The Doherty lease, which covers part of the parking lot, expires on February 1, 2029. The borrower has an option to purchase the ground lessor's fee interest in the property at a mutually agreeable price, provided that if such price cannot be agreed to, the borrower has the option of extending the lease for another 25 years. The Unifam Lease: The Unifam lease, which covers part of the parking lot, expires prior to the Cape Cod Mall Mortgage Loan maturity date. However, the borrower has an option to purchase the ground lessor's fee interest in the property, exercisable 30 days prior to the expiration date of the ground lease, and has agreed to make monthly deposits in escrow until the purchase option is exercised on or about March 2009.  The Vista Ridge Mall Mortgage Loan.  General. The Vista Ridge Mall Mortgage Loan has a cut-off date principal balance of $89,771,643, representing 6.5% of the initial mortgage pool balance. The Vista Ridge Mall Mortgage Loan is secured by a first priority mortgage lien on the fee simple interest of the borrower in the in-line mall space and 12-screen cinema of the Vista Ridge Mall. The Vista Ridge Mall is a 1,052,839 square foot regional mall located in Lewisville, Texas, within the Dallas metropolitan statistical area. See "--Vista Ridge Mall" below. S&P and Fitch have confirmed to us that the Vista Ridge Mall Mortgage Loan has, in the context of its inclusion in the trust, credit characteristics consistent with that of an obligation rated investment grade by each of S&P and Fitch. The Borrower and Sponsor. The borrower under the Vista Ridge Mall Mortgage Loan is Vista Ridge Joint Venture, L.P., a special purpose Delaware limited partnership. The borrower is ultimately controlled by GGP/Homart, Inc., a private company in turn owned equally by both General Growth Properties, Inc. and the New York State Common Retirement Fund. General Growth Properties, Inc., headquartered in Chicago, Illinois, is an owner, developer and manager of regional shopping centers located throughout the United States. General Growth Properties owns interests in and/or manages approximately 147 shopping centers in 39 states with approximately 127 million square feet of retail space. General Growth Properties is a publicly traded real estate investment trust, and its shares are listed on the New York Stock Exchange under the symbol GGP. According to Pension & Investment, a weekly international money market publication, the New York State Common Retirement Fund was the second largest pension fund in the United States as of January 2001, based on assets held. Interest Rate; Application of Payments; Prepayments; Defeasance. The Vista Ridge Mall Mortgage Loan is an ARD Loan with an anticipated repayment date of April 11, 2011 and a stated maturity of April 11, 2031. The Vista Ridge Mall Mortgage Loan will accrue interest on a 30/360 Basis. Until its anticipated repayment date, the Vista Ridge Mall Mortgage Loan will accrue interest at an annual rate of 6.870% per annum. From and after its anticipated repayment date, the Vista Ridge Mall Mortgage Loan will accrue interest at a revised rate equal to the greater of (a) 11.870% per annum and (b) a specified treasury rate plus 5%. On the eleventh day of each month through and including the anticipated repayment date, the borrower is required to make a constant monthly debt service payment on the Vista Ridge Mall Mortgage Loan equal to $590,935, to be applied to interest and principal. The borrower is also required to make the reserve and escrow payments described under "-- Reserves and Escrows" below. From and after its anticipated repayment date, the borrower must apply certain excess cash flow from the Vista Ridge Mall Mortgaged Property toward additional amortization of the Vista Ridge Mall Mortgage Loan. The payment of any S-49
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Post-ARD Additional Interest accrued on the Vista Ridge Mall Mortgage Loan will be deferred until the principal balance of the Vista Ridge Mall Mortgage Loan is repaid in full. To the extent permitted by law, that Post-ARD Additional Interest will compound at the revised interest rate. The borrower is prohibited from voluntarily prepaying the Vista Ridge Mall Mortgage Loan, in whole or in part, prior to January 11, 2011. From January 11, 2011, the borrower may prepay the Vista Ridge Mall Mortgage Loan, in whole or in part, without payment of any prepayment consideration. The borrower may defease the Vista Ridge Mall Mortgage Loan, in whole only, on any due date after July 2003 and prior to the anticipated repayment date, and by doing so obtain the release of the Vista Ridge Mall Mortgaged Property. A defeasance will be effected by the borrower's pledging substitute collateral that consists of Government Securities that produce payments which replicate the payment obligations of the borrower under the Vista Ridge Mall Mortgage Loan and that are sufficient to pay off the Vista Ridge Mall Mortgage Loan in its entirety on its anticipated repayment date. The borrower's right to defease the Vista Ridge Mall Mortgage Loan Pair is subject to S&P and Fitch each confirming that the defeasance would not result in a qualification, downgrade or withdrawal of the ratings then assigned to any class of series 2001-C3 certificates by that rating agency. Guaranty. GGP/Homart, Inc. has provided a limited a guaranty of principal and interest payments under the Vista Ridge Mall Mortgage Loan. The amount of the guaranty will initially be $11,000,000 but will be permanently reduced upon the Vista Ridge Mall Mortgaged Property generating increased net operating income as follows: to $6,000,000 upon the net operating income equaling or exceeding $11,800,000 but being less than $12,100,000; and to zero upon the net operating income equaling or exceeding $12,100,000. For the purposes of the guaranty, net operating income will be determined quarterly, but no earlier than September 30, 2001. That net operating income will be based on the prior trailing six months annualized, in the case of some components of operating income, and on the prior trailing 12 months in the case of the other components of operating income.  Vista Ridge Mall. Vista Ridge Mall is a 1,052,839 square foot enclosed regional mall located in Lewisville, Texas, within the Dallas metropolitan statistical area. Vista Ridge Mall was built in 1989. It was renovated and expanded in 1991 with the addition of Foley's as the fourth anchor and approximately 105,000 square feet of new in-line mall space. The mall's four anchors are Dillard's, Foley's, Sears and JCPenney, which occupy 673,062 square feet of space or 63.9% of the total gross leasable area. The Vista Ridge Mall's anchors own their respective pads and improvements and are therefore not part of the loan collateral. The in-line mall space totals 340,395 square feet or 32.3% of the total gross leasable area and there is also a 39,382 square foot, 12-screen Cinemark movie theater located within the mall. Major in-line tenants include Limited, Luby's, Bath & Body Works, The Gap, Eddie Bauer and Ann Taylor Loft, among other nationally recognized names. In-line mall sales for the year ended December 2000 were reported to be $368 per square foot and in-line tenant occupancy costs as a percentage of sales, based on information provided by the borrower with respect to the Vista Ridge Mall, were 11.56% as of December 2000. As of June 28, 2001, based on square footage leased, in-line occupancy at Vista Ridge Mall was 93.8% and overall mall occupancy was 98.0%. S-50
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The tables below provide the indicated information regarding tenants and leases at Vista Ridge Mall. GROSS LEASABLE AREA (GLA) OVERVIEW OF VISTA RIDGE MALL [Download Table] STORE SQUARE FEET AS % OF GLA ANCHOR LEASE EXPIRATION ----- ----------- ----------- ----------------------- ANCHORS Dillard's ....................... 200,000 19.0% NAP Foley's ......................... 178,322 16.9% NAP Sears ........................... 150,000 14.2% NAP JCPenney ........................ 144,740 13.7% NAP --------- ----- TOTAL ANCHOR SPACE ............... 673,062 63.9% TOTAL IN-LINE MALL SPACE ......... 340,395 32.3% CINEMARK MOVIE THEATER ........... 39,382 3.7% --------- ----- TOTAL GLA ........................ 1,052,839 100.0% The following should be noted with respect to the table above-- o The information provided is based on the June 28, 2001 rent roll. o The total GLA percentage presented may not reflect the exact sum of the information in the related column due to rounding. o NAP means not applicable with regards to anchor lease expiration as the anchors own their respective improvements and pads. FIVE LARGEST IN-LINE TENANTS AT VISTA RIDGE MALL [Download Table] TENANT SQUARE FEET LEASE EXPIRATION DATE ------ ----------- --------------------- Limited .................... 14,265 1/31/2006 Luby's ..................... 10,646 12/31/2010 Bath & Body Works .......... 9,710 1/31/2008 Limited Express ............ 8,395 1/31/2002 The Gap .................... 7,555 8/31/2006 ------ TOTAL ...................... 50,571 The information provided in the table above is based on the June 28, 2001 rent roll. S-51
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LEASE EXPIRATION SCHEDULE FOR IN-LINE TENANTS AT VISTA RIDGE MALL [Enlarge/Download Table] EXPIRING IN-LINE AS % OF TOTAL IN-LINE CUMULATIVE IN-LINE YEAR SQUARE FEET SQUARE FEET SQUARE FEET % ---- ---------------- --------------------- ------------------ 2001 ............................ 22,941 6.7% 6.7% 2002 ............................ 40,897 12.0% 18.8% 2003 ............................ 25,841 7.6% 26.3% 2004 ............................ 27,411 8.1% 34.4% 2005 ............................ 9,681 2.8% 37.2% 2006 ............................ 53,357 15.7% 52.9% 2007 ............................ 7,421 2.2% 55.1% 2008 ............................ 40,468 11.9% 67.0% 2009 ............................ 40,352 11.9% 78.8% 2010 ............................ 28,572 8.4% 87.2% 2011 and beyond ................. 22,467 6.6% 93.8% Vacant .......................... 20,987 6.2% 100.0% ------ ----- TOTAL ........................... 340,395 100.0% 5 year average rollover ......... 25,354 7.4% 7 year average rollover ......... 26,793 7.9% The following should be noted with respect to the table above-- o The information is based on the June 28, 2001 rent roll. o The total in-line square feet percentage presented may not reflect the exact sum of the information in the related column due to rounding. o The average rollover information shown at the bottom of the table excludes vacant space. Property Management. The Vista Ridge Mall Mortgaged Property is managed by General Growth Management, Inc., an affiliate of the borrower. Cut-off Date Loan-to-Value Ratio. Based on an appraisal conducted in March 2001 by a third-party appraiser, the appraised value of the Vista Ridge Mall Mortgaged Property is $144,000,000. Based on that appraised value, the Vista Ridge Mall Mortgage Loan has a Cut-off Date Loan-to-Value Ratio of 62.3%.  Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow for the Vista Ridge Mall Mortgaged Property was calculated to be $11,148,223. Based on that U/W Net Cash Flow, the Vista Ridge Mall Mortgage Loan has an Underwritten Debt Service Coverage Ratio of 1.57:1.  Reserves and Escrows. The borrower is required to make monthly escrow payments for the payment of taxes and, if the borrower does not have blanket insurance policies of the kind described in the following sentence, insurance premiums with respect to the Vista Ridge Mall Mortgaged Property. If the borrower provides satisfactory evidence to the mortgagee that the insurance policies required to be maintained under the Vista Ridge Mall Mortgage Loan are maintained under blanket insurance policies in respect of which premiums have been fully paid for a year in advance or for the remaining period of coverage, if less than a year, the borrower will not be required to make monthly deposits for the payment of insurance premiums.  Lockbox. Upon the occurrence of the earliest of: o an event of default under the Vista Ridge Mall Loan, o a decline in the debt service coverage ratio for the Vista Ridge Mall Loan to less than 1.25:1 for a twelve-month period, and o the anticipated repayment date, the borrower will be required to cause all rents from the Vista Ridge Mall Mortgaged Property to be deposited into a segregated lockbox account. Upon the occurrence and during the continuance of a lockbox-triggering event, the mortgagee S-52
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will have sole control over the lockbox account. Provided the anticipated repayment date has not occurred, a lockbox-triggering event will cease following the cure of the event of default that caused it or, in the case a lockbox-triggering event caused by a decline in the debt service coverage ratio, the achievement of a debt service coverage ratio for the Vista Ridge Mall Mortgage Loan of at least 1.25:1 for a 12-month period.  The Westlake Center Mortgage Loan.  General. The Westlake Center Mortgage Loan has a cut-off date principal balance of $70,718,479, representing 5.1% of the initial mortgage pool balance. The Westlake Center Mortgage Loan is secured by a first priority mortgage lien on the separate fee simple and leasehold interests of the related borrower in the Westlake Center, a 25-story office development with 110,893 square feet of retail space and a 265-space parking garage in Seattle, Washington. The Westlake Center, has a total of 453,635 rentable square feet. See "--Westlake Center" below. The borrower's fee interest covers all of the Westlake Center Mortgaged Property, except for a small portion of the parcel which is subject to a ground lease. See "--Ground Lease" below. S&P and Fitch have confirmed to us that the Westlake Center Mortgage Loan has, in the context of its inclusion in the trust, credit characteristics consistent with that of an obligation rated investment grade by S&P and Fitch. The Borrower and Sponsor. The borrower under the Westlake Center Mortgage Loan is Westlake Center Associates Limited Partnership, a Washington limited partnership that is ultimately controlled by The Rouse Company, one of the country's largest publicly held real estate development and management companies. Rouse, headquartered in Columbia, Maryland, was founded in 1939 and became a publicly traded company in 1956 and its shares are listed on the New York Stock Exchange under the symbol RSE. Rouse owns and/or operates approximately 250 properties, including retail, office, industrial and mixed-use developments in 22 states. Rouse's owned and/or operated retail assets include approximately 45 regional retail centers and 14 community centers with more than 41 million square feet. Rouse also owns and/or operates five mixed-used projects with approximately 2.7 million square feet as well as 10 million square feet of office/industrial space. Interest Rate; Application of Payments; Prepayments; Defeasance. The Westlake Center Mortgage Loan is an ARD Loan with an anticipated repayment date of February 11, 2011 and a stated maturity of February 11, 2031. The Westlake Center Mortgage Loan will accrue interest on an Actual/360 Basis. Until its anticipated repayment date, the Westlake Center Mortgage Loan will accrue interest at a fixed rate of 7.890% per annum. From and after its anticipated repayment date, the Westlake Center Mortgage Loan will accrue interest at a revised rate equal to the greater of (a) 12.890% per annum and (b) a specified treasury rate plus 5%. On the eleventh day of each month through and including December 2030, the borrower will be required to make a constant monthly debt service payment on the Westlake Center Mortgage Loan, based on a 30-year amortization schedule, equal to $515,539, to be applied to interest and principal. The borrower is also required to make the reserve and escrow payments described under "--Reserves and Escrows" below. From and after its anticipated repayment date, the borrower must apply certain excess cash flow from the Westlake Center Mortgaged Property toward additional amortization of the Westlake Center Mortgage Loan. The payment of any Post-ARD Additional Interest accrued on the Westlake Center Mortgage Loan will be deferred until the principal balance of the Westlake Center Mortgage Loan is repaid in full. To the extent permitted by law, that Post-ARD Additional Interest will compound at the revised interest rate. The borrower is prohibited from voluntarily prepaying the Westlake Center Mortgage Loan, in whole or in part, until the anticipated repayment date. From and after the anticipated repayment date, the borrower may prepay the Westlake Center Mortgage Loan, in whole or in part, without payment of any prepayment consideration. The borrower may defease the Westlake Center Mortgage Loan, in whole only, on any due date after July 2003 and prior to the anticipated repayment date, and by doing so obtain the release of the Westlake Center Mortgaged Property. A defeasance will be effected by the borrower's pledging substitute collateral that consists of Government Securities that produce payments which replicate the payment obligations of the borrower under the Westlake Center Mortgage Loan and that are sufficient to pay off the Westlake Center Mortgage Loan in its entirety on its anticipated repayment date. The borrower's right to defease the Westlake Center Mortgage Loan is subject to S&P and Fitch each confirming that the defeasance would not result in a qualification, downgrade or withdrawal of the ratings then assigned to any class of series 2001-C3 certificates by that rating agency.  Westlake Center. Westlake Center is a 25-story office development with a total of 453,635 rentable square feet comprised of 342,742 square feet of class A office space, 110,893 square feet of high-end retail space including 3,547 square S-53
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feet of storage space, and a 265-space parking garage. Located in Seattle, Washington, Westlake Center was developed between 1987 and 1989 in the downtown Seattle central business district. Based on square footage leased in the office and retail components, the Westlake Center's weighted average occupancy was 96.8% as of March 31, 2001. Westlake Center's office space includes a diverse roster of professional services companies, including insurance, financial, legal and software firms. These tenants include-- o SAFECO Insurance Company of America, a subsidiary of SAFECO Corporation, a publicly traded national insurance and financial services provider whose long term senior unsecured debt is rated Baa1 by Moody's and BBB+ by S&P, o F.B. Beattie & Company, a subsidiary of SAFECO Insurance Company of America. o Primus Knowledge Solutions, Inc., a publicly traded company that is a provider of electronic software management, and o Bullivant Houser Bailey PC, a regional law firm. As of March 31, 2001, based on square footage leased, office occupancy for Westlake Center was 97.2%. Westlake Center's retail space consists of over 60 shops and eateries surrounding a four-level atrium with a glass ceiling, featuring many upscale and nationally recognized retailers including The Galleries of Neiman Marcus, Brentano's Book Store, Express, Talbots and Casual Choice. Comparable tenant sales at Westlake Center's retail component were reported to be $467 per square foot for the twelve months ending February 2001, and occupancy costs for tenants as a percentage of sales, based on information provided by the borrower with respect to the Westlake retail component, were 16.6% as of February 2001. As of March 31, 2001, based on square footage leased, retail occupancy was 95.4%. The tables below provide the indicated information regarding tenants and leases at Westlake Center. FIVE LARGEST OFFICE TENANTS AT WESTLAKE CENTER [Enlarge/Download Table] TENANT SQUARE FEET % OF OFFICE SQUARE FEET LEASE EXPIRATION ------ ----------- ----------------------- ---------------- SAFECO Insurance Company of America ............................ 107,937 31.5% 5/31/2002; 12/31/2003; 1/31/2004 Primus Knowledge Solutions, Inc...... 51,035 14.9% 10/31/2005 Bullivant Houser Bailey PC .......... 36,763 10.7% 2/28/2002; 4/30/2002 Ogden Murphy Wallace ................ 31,441 9.2% 12/31/2002 Coffman Engineers ................... 19,569 5.7% 11/30/2004 ------- ---- TOTAL ............................... 246,745 72.0% The following should be noted with respect to the immediately foregoing table-- o The information provided is based on the March 31, 2001 rent roll. o The total office square feet percentage presented may not reflect the exact sum of the information in the related column due to rounding. o The square footage presented for SAFECO includes 32,850 square feet leased to its subsidiary, F.B. Beattie & Company. o The space leased to SAFECO is comprised of -- 1. 78,994 square feet, including F.B. Beattie's 32,850 square feet, as to which the lease expires May 31, 2002, 2. 16,642 square feet, as to which the lease expires December 31, 2003, and 3. 12,301 square feet as to which the lease expires January 31, 2004. o Portions of the space leased to SAFECO have one or two three- to five-year renewal options and the space leased to its F.B. Beattie subsidiary has two three- to five-year renewal options. o The space leased by Bullivant Houser Bailey PC includes 5,802 square feet which expires April 30, 2002. S-54
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LEASE EXPIRATION SCHEDULE FOR OFFICE TENANTS AT WESTLAKE CENTER [Enlarge/Download Table] YEAR EXPIRING SQUARE FEET AS % OF OFFICE SQUARE FEET CUMULATIVE % ---- -------------------- -------------------------- ------------ 2001 ............................. 11,960 3.5% 3.5% 2002 ............................. 190,097 55.5% 59.0% 2003 ............................. 30,058 8.8% 67.7% 2004 ............................. 48,300 14.1% 81.8% 2005 ............................. 51,035 14.9% 96.7% 2006 ............................. 0 0.0% 96.7% 2007 ............................. 0 0.0% 96.7% 2008 ............................. 1,801 0.5% 97.2% 2009 ............................. 0 0.0% 97.2% 2010 ............................. 0 0.0% 97.2% 2011 and beyond .................. 0 0.0% 97.2% Vacant ........................... 9,491 2.8% 100.0% ------- ----- TOTAL ............................ 342,742 100.0% 5 year average rollover .......... 66,290 19.3% 7 year average rollover .......... 47,350 13.8% The following should be noted with respect to the immediately foregoing table-- o The information provided is based on the March 31, 2001 rent roll. o The average rollover information shown at the bottom of the table excludes vacant space. o The total office square feet percentage presented may not reflect the exact sum of the information in the related column due to rounding. FIVE LARGEST RETAIL TENANTS AT WESTLAKE CENTER [Enlarge/Download Table] TENANT SQUARE FEET % OF RETAIL SQUARE FEET LEASE EXPIRATION ------ ----------- ----------------------- ---------------- Galleries of Neiman Marcus .......... 11,980 10.8% 2/28/2009 Brentano's Book Store ............... 8,019 7.2% 1/31/2004 Express ............................. 7,173 6.5% 1/31/2006 Talbots ............................. 6,239 5.6% 1/31/2011 Casual Choice ....................... 4,512 4.1% 10/31/2010 ------ ---- TOTAL ............................... 37,923 34.2% The following should be noted with respect to the immediately foregoing table-- o The information provided is based on the March 31, 2001 rent roll. o The total retail square feet percentage presented may not reflect the exact sum of the information in the related column due to rounding. S-55
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LEASE EXPIRATION SCHEDULE FOR RETAIL TENANTS AT THE WESTLAKE CENTER [Enlarge/Download Table] YEAR EXPIRING SQUARE FEET AS % OF RETAIL SQUARE FEET CUMULATIVE % ---- -------------------- -------------------------- ------------ 2001 ............................. 7,035 6.3% 6.3% 2002 ............................. 9,187 8.3% 14.6% 2003 ............................. 5,745 5.2% 19.8% 2004 ............................. 14.033 12.7% 32.5% 2005 ............................. 2,282 2.1% 34.5% 2006 ............................. 14,054 12.7% 47.2% 2007 ............................. 1,772 1.6% 48.8% 2008 ............................. 1,558 1.4% 50.2% 2009 ............................. 21,305 19.2% 69.4% 2010 ............................. 13,979 12.6% 82.0% 2011 and beyond .................. 14,799 13.3% 95.4% Vacant ........................... 5,144 4.6% 100.0% ------- ----- TOTAL ............................ 110,893 100.0% 5 year average rollover .......... 7,656 6.9% 7 year average rollover .......... 7,730 7.0% The following should be noted with respect to the immediately foregoing table-- o The information provided is based on the March 31, 2001 rent roll. o The total retail square feet percentage presented may not reflect the exact sum of the information in the related column due to rounding. o The average rollover information shown at the bottom of the table excludes vacant space. Property Management. Westlake Center is managed by Koehler, McFadyen & Company. The property manager has a nominal limited partnership interest in the borrower, but is not an affiliate of the borrower or controlled by the borrower's direct or indirect controlling owners. Cut-off Date Loan-to-Value Ratio: Based on an appraisal conducted in November 2000 by a third-party appraiser, the appraised value of the Westlake Center Mortgaged Property is $172,500,000. Based upon that appraised value, the Westlake Center Mortgage Loan has a Cut-off Date Loan-to-Value Ratio of 41.0%.  Underwritten Debt Service Coverage Ratio. The U/W Net Cash Flow of the Westlake Center Mortgaged Property was calculated to be $10,829,128. Based on that U/W Net Cash Flow, the Westlake Center Mortgage Loan has an Underwritten Debt Service Coverage Ratio of 1.75:1.  Reserves and Escrows. The borrower is required to make monthly escrow payments for the payment of taxes and insurance with respect to the Westlake Center Mortgaged Property.  Lockbox. Upon the occurrence of the earliest of-- o an event of default under the Westlake Center Mortgage Loan, o a decline in the debt service coverage ratio for the Westlake Center Mortgage Loan to less than 1.25:1 for a twelve-month period, and o the anticipated repayment date, the borrower will be required to cause all rents from the Westlake Center Mortgaged Property to be deposited into a segregated lockbox account. Upon the occurrence and during the continuance of a lockbox-triggering event, the mortgagee will have sole control over the lockbox account. Provided the anticipated repayment date has not occurred, a lockbox triggering event will cease following the cure of the event of default that caused it or, in the case of a lockbox-triggering event caused by a decline in the debt service coverage ratio, the achievement of a debt service coverage ratio for the Westlake Center Mortgage Loan of at least 1.25:1 for a 12-month period. S-56
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Ground Lease. An approximate 7,680 square foot portion of the 66,132 square foot parcel of the Westlake Center Mortgaged Property is subject to a ground lease that expires December 31, 2042. The ground rent payment for the year 2000 was $228,696 and increases each year by an amount equal to the lesser of 8% or the annual increase in the U.S. consumer price index. The borrower, as tenant, is responsible for the payment of taxes and utilities, maintenance of insurance and maintenance of the premises. The borrower is obligated to purchase the fee interest from the ground lessor on a date that is to be within 60 days following June 2008 or at an earlier date, which is to be within three years following receipt of a request from the ground lessor that the borrower purchase the fee interest. The purchase price will be either $1,500,000 or an amount equal to 10 times the ground rent paid in the calendar year prior to the year the purchase is being made, whichever is greater. The ground lease documents require that the purchase price be paid by a 10% down payment, with the balance due in 15 years or within three years following receipt of a request from the ground lessor that the balance of the purchase price be paid in full. The tenant's obligation to pay the purchase price for the fee interest may be required to be secured by a mortgage of the former ground-leased property for the benefit of the ground lessor. Following the borrower's acquisition of the ground leased parcel, that parcel will continue to be part of the collateral for the Westlake Center Mortgage Loan. The borrower's monetary obligation to purchase the fee interest is guaranteed by The Rouse Company. Pursuant to the guaranty, in the event the long term unsecured debt ratings of The Rouse Company are reduced to below BBB- by S&P or below Baa3 by Moody's, The Rouse Company has agreed to deliver cash or a letter of credit in an amount equal to the ground lease purchase price, as determined at that time, plus 8% of that purchase price, compounded annually, for the period commencing with the date it is determined that The Rouse Company's credit ratings have been reduced below the levels described above and ending with calendar year 2007. Seismic Assessment. The Westlake Center Mortgaged Property has a seismic risk assessment with a probable maximum loss of 16.0% of the amount of the estimated replacement cost of the improvements. The Westlake Center Mortgaged Property has the benefit of an earthquake insurance policy.  ADDITIONAL LOAN AND PROPERTY INFORMATION Delinquencies. None of the mortgage loans that we intend to include in the trust was, as of the cut-off date, or has been at any time during the 12-month period preceding that date, 30 days or more delinquent with respect to any monthly debt service payment. Tenant Matters. Described and listed below are special considerations regarding tenants at the mortgaged real properties for the mortgage loans that we intend to include in the trust-- o Sixty one of the mortgaged real properties, securing 30.2% of the initial mortgage pool balance, are, in each case, a commercial property that is leased to one or more major tenants that each occupy at least 25% of the net rentable area of the particular property. o Eleven of the mortgaged real properties, securing 5.1% of the initial mortgage pool balance, are entirely or substantially leased to a single tenant. o A number of companies are major tenants at more than one of the mortgaged real properties. o There are several cases in which a particular entity is a tenant at more than one of the mortgaged real properties, and although it may not be a major tenant at any of those properties, it is significant to the success of the properties. o Three of the mortgaged real properties, securing 0.8% of the initial mortgage pool balance, are multifamily rental properties that have material tenant concentrations of students or military personnel. o Four of the mortgaged real properties, securing 3.4% of the initial mortgage pool balance, are multifamily rental properties that receive rent subsidies from the United States Department of Housing and Urban Development under its Section 8 Housing Assistance Payments program. Litigation. There may be pending or threatened legal proceedings against the borrowers under the pooled mortgage loans and managers of the mortgaged real properties and their respective affiliates arising out of the ordinary business of those borrowers, managers and affiliates.  Ground Leases. Four of the mortgage loans that we intend to include in the trust, representing 14.2% of the initial mortgage pool balance, are secured by a mortgage lien on the borrower's leasehold interest in all or a material portion of the corresponding mortgaged real property, but not by a mortgage lien on the fee interest in the portion of that property subject to the related ground lease. In each case, the related ground lessor has agreed to give the holder of the subject mortgage loan S-57
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notice of, and the right to cure, any default or breach by the lessee. In each case, except as described below, the related ground lease, taking into account all exercised extension options, expires more than 10 years after the stated maturity of the related mortgage loan. In the case of the one-acre portion of the Cape Cod Mall Mortgaged Property leased from Unifam Inc., as more fully described under "--Significant Underlying Mortgage Loans--The Cape Cod Mall Mortgage Loan--Ground Leases" above, the related ground lease expires prior to the stated maturity of the related mortgage loan. The borrower, however, has an option to purchase the ground lessor's fee interest prior to the expiration of the related ground lease. See "Risk Factors--Ground Leases Create Risks for Lenders That Are Not Present When Lending on an Actual Ownership Interest in a Real Property" and "Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the accompanying prospectus.  Secondary and Other Financing. As discussed under "--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan" above, the Chrysler Building Mortgaged Property also secures the Chrysler Building Companion Loan in addition to the Chrysler Building Mortgage Loan. In addition, there is one other mortgaged real property, securing 0.1% of the initial mortgage pool balance, that is encumbered by secured subordinate debt that is not included in the trust. A small ground leased portion of the mortgaged real property securing one of the pooled mortgage loans, which represents 5.1% of the initial mortgage pool balance, may be encumbered with a mortgage by the related borrower in connection with the borrower's purchase of the fee interest in that portion of the related mortgaged real property from the ground lessor. Following the borrower's purchase, that former ground leased portion will continue to be part of the collateral for the mortgage loan. See "Significant Underlying Mortgage Loans--The Westlake Center Mortgage Loan--The Ground Lease" in this prospectus supplement. In addition, some of the borrowers under the mortgage loans that we intend to include in the trust have incurred or may, in the future, be permitted to incur unsecured debt in addition to customary trade debt and equipment financing. Additional debt, in any form, may cause a diversion of funds from property maintenance and increase the likelihood that the borrower will become the subject of a bankruptcy proceeding. See "Risk Factors--Subordinate Debt Increases the Likelihood that a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates" and "Legal Aspects of Mortgage Loans--Subordinate Financing" in the accompanying prospectus. Except as disclosed under this "--Secondary and Other Financing" subsection, we have not been able to confirm whether the respective borrowers under the mortgage loans that we intend to include in the trust, have any other debt outstanding. In the case of some of the mortgage loans that we intend to include in the trust, one or more of the principals of the related borrower may have incurred, or may in the future incur, mezzanine debt. Mezzanine debt is secured by the principal's ownership interest in the borrower. While the mezzanine lender has no security interest in or rights to the related mortgaged real properties, a default under the mezzanine loan could cause a change in control of the related borrower.  Zoning and Building Code Compliance. In connection with the origination of each mortgage loan that we intend to include in the trust, the related originator examined whether the use and operation of the mortgaged real property were in material compliance with zoning, land-use, building, fire and health ordinances, rules, regulations and orders then applicable to that property. Evidence of this compliance may have been in the form of legal opinions, letters from government officials or agencies, title insurance endorsements, engineering or consulting reports and/or representations by the related borrower. Where the property as currently operated is a permitted nonconforming use and/or structure and the improvements may not be rebuilt in the event of a major casualty, the related originator-- o determined that any major casualty that would prevent rebuilding has a sufficiently remote likelihood of occurring; o determined that casualty insurance proceeds would be available in an amount sufficient to pay off the related mortgage loan in full; o determined that the mortgaged real property, if permitted to be repaired or restored in conformity with current law, would constitute adequate security for the related mortgage loan; and/or o required law and ordinance insurance. Hazard, Liability and Other Insurance. Although exceptions exist, the loan documents for each of the mortgage loans that we intend to include in the trust generally require the related borrower to maintain or cause to be maintained with respect to the corresponding mortgaged real property the following insurance coverage-- S-58
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o hazard insurance in an amount that generally is, subject to a customary deductible, at least equal to the lesser of-- 1. the outstanding principal balance of the mortgage loan, and 2. the full insurable replacement cost of the improvements located on the insured property; o if any portion of the improvements at the property was in an area identified in the federal register by the Federal Emergency Management Agency as having special flood hazards, flood insurance meeting the requirements of the Federal Insurance Administration guidelines, if available, in an amount that is equal to the least of-- 1. the outstanding principal balance of the related mortgage loan, 2. the full insurable value of the improvements on the insured property that are located in the area identified as having specific flood hazards, 3. the maximum amount of insurance available under the National Flood Insurance Act of 1968, and 4. the full replacement cost of the improvements located on the mortgaged real property. o comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the insured property, in an amount not less than $1,000,000 per occurrence; and o business interruption or rent loss insurance in an amount not less than the projected rental income or revenue from the insured property for at least twelve months. The mortgaged real properties for the mortgage loans that we intend to include in the trust, including certain of those properties located in California, are generally not insured against earthquake risks. However, if a mortgaged real property was located in California or in seismic zones 3 or 4 and seismic reports concluded that the mortgaged real property was likely to experience a probable maximum or bounded loss in excess of 20% of the estimated replacement cost of the improvements as a result of an earthquake, the borrower or a tenant occupying the entire mortgaged property has obtained earthquake insurance. It should be noted, however, that because the seismic assessments may not necessarily have used the same assumptions in assessing probable maximum loss, it is possible that some of the mortgaged real properties that were considered unlikely to experience a probable maximum loss in excess of 20% of estimated replacement cost might have been the subject of a higher estimate had different assumptions been used. Various forms of insurance maintained with respect to any of the mortgaged real properties for the pooled mortgage loans, including casualty insurance, environmental insurance and earthquake insurance, may be provided under a blanket insurance policy. That blanket insurance policy will also cover other real properties, some of which may not secure loans in the trust. As a result of total limits under any of those blanket policies, losses at other properties covered by the blanket insurance policy may reduce the amount of insurance coverage with respect to a property securing one of the loans in the trust. See "Risk Factors--Lack of Insurance Coverage Exposes a Trust to Risk for Particular Special Hazard Losses" in the accompanying prospectus. The applicable originator and its successors and assigns are the beneficiaries under separate title insurance policies with respect to each mortgage loan that we intend to include in the trust. Each title insurer may enter into such co-insurance and reinsurance arrangements with respect to the title insurance policy as are customary in the title insurance industry. Subject to standard exceptions, including those regarding claims made in the context of insolvency proceedings, each title insurance policy will provide coverage to the trustee for the benefit of the series 2001-C3 certificateholders for claims made against the trustee regarding the priority and validity of the borrowers' title to the subject mortgaged real property.  ASSESSMENTS OF PROPERTY CONDITION Property Inspections. Each of the mortgaged real properties securing a mortgage loan that we intend to include in the trust was inspected in connection with the origination or acquisition of that mortgage loan to assess its general condition. Appraisals. Each of the mortgaged real properties securing a mortgage loan that we intend to include in the trust was appraised by a state certified appraiser or an appraiser belonging to the Appraisal Institute. Those appraisals were conducted in accordance with the Appraisal Foundation's Uniform Standards of Professional Appraisal Practices. Each of those appraisals was conducted within 12 months of the origination of the related mortgage loan that we intend to include in the trust. The dates of those appraisals are indicated on Annex A-1 to this prospectus supplement. With some exceptions, each of the resulting appraisal reports or a separate letter contains a statement by the appraiser stating that the guidelines in Title S-59
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XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing the appraisal. We have not independently verified the accuracy of that statement with respect to any of those properties. The primary purpose of each of those appraisals was to provide an opinion of the fair market value of the related mortgaged real property. There can be no assurance that another appraiser would have arrived at the same opinion of value. The resulting appraised values are shown on Annex A-1 to this prospectus supplement.  Environmental Assessments. A third-party consultant conducted a Phase I environmental assessment, updated a previously conducted Phase I environmental site assessment or, in the case of 15 mortgage loans, representing 1.8% of the initial mortgage pool balance, conducted a transaction screen, with respect to each of the mortgaged real properties underlying the pooled mortgage loans. With the exception of three mortgage loans representing 1.6% of the initial mortgage pool balance, those environmental site assessments and transaction screens were conducted within the 16-month period prior to the cut-off date. Each of the environmental site assessments, updates or transaction screens referred to in the prior paragraph was conducted in connection with the origination of the related pooled mortgage loan and complied with the standards of the American Society for Testing and Materials in effect at that time. The environmental assessments performed at any particular mortgaged real property did not necessarily cover all potential environmental issues. For example, tests for radon, lead-based paint and lead in water were performed only at multifamily rental properties and only when the originator of the related mortgage loan believed this testing was warranted under the circumstances. The above-described environmental assessments may have identified various adverse or potentially adverse environmental conditions at the respective mortgaged real properties. In many cases, the identified condition related to the presence of asbestos-containing materials, lead-based paint and/or radon. Where these substances were present, the environmental consultant generally recommended, and the related loan documents generally required-- o the establishment of an operation and maintenance plan to address the issue, or o the implementation of a remediation program. If the particular asbestos-containing materials or lead-based paint was in poor condition, then this could result in a claim for damages by any party injured by the condition. In other cases where the environmental consultant recommended that action be taken in respect of an adverse or potentially adverse environmental condition, the related originator of the mortgage loan generally required the related borrower: 1. to carry out the specific remedial measures prior to closing if no third party was identified as being responsible for the remediation or no state-funded remediation program had commenced, or was to commence, remediation; or 2. to carry out the specific remedial measures post-closing and deposit with the lender a cash reserve in an amount generally equal to 125% of the estimated cost to complete the remedial measures or provide a guaranty of remediation from an entity with assets other than the related mortgaged real property; or 3. to monitor the environmental condition and/or to carry out additional testing, in the manner and within the time frame specified in the related loan documents; or 4. to obtain environmental insurance. Two mortgaged real properties, securing 0.3% and 0.2%, respectively, of the initial mortgage pool balance, are located near superfund sites. In each of these cases, no remedial action was requested of the related borrowers because a responsible party had been identified. Some borrowers under the mortgage loans may not have satisfied all post-closing obligations required by the related loan documents with respect to environmental matters. There can be no assurance that recommended operations and maintenance plans have been or will continue to be implemented. In some cases, the environmental consultant did not recommend that any action be taken with respect to a potential adverse environmental condition at a mortgaged real property because a responsible party with respect to that condition had already been identified or a state-funded remediation had commenced or was to commence. There can be no assurance, however, that any such party will be financially able to, or actually will, address the subject condition. S-60
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In several cases, the environmental testing for a mortgaged real property identified potential and, in some cases, serious environmental problems at nearby properties. Such testing generally indicated, however, that-- o the mortgaged real property had not been affected or had been minimally affected, o the potential for the problem to affect the mortgaged real property was limited, or o a person responsible for remediation had been identified. The information provided by us in this prospectus supplement regarding environmental conditions at the respective mortgaged real properties is based on the results of the environmental testing referred to in this "--Assessments of Property Condition--Environmental Assessments" subsection and has not been independently verified by us, the underwriters or any of our or their respective affiliates. There can be no assurance that the environmental testing referred to above identified all environmental conditions and risks at, or that any environmental conditions will not have a material adverse effect on the value of or cash flow from, one or more of the mortgaged real properties securing the pooled mortgage loans. Environmental Insurance. As indicated above, certain mortgaged real properties securing the pooled mortgage loans are, in each case, covered by a secured creditor impaired property policy. Each of these policies provides coverage for the following losses, subject to the applicable deductible, policy terms and exclusions, individual and policy aggregate limits, and further subject to the conditions and limitations described below: 1. If during the term of the policy and prior to enforcing the related mortgage, there is an event of default under the subject mortgage loan and a pollution condition on, in or under, or emanating from the insured property, the insurer will indemnify the trust for the outstanding balance on the date of default, including principal and interest from the date of default until the date that the outstanding balance is paid, interest on any advances of scheduled payments made by the trust after the date of default as well as advances and interest on advances for property protection for up to ten percent of the outstanding balance on the date of default. Under the policy, a "pollution condition" is the presence of hazardous substances on, under or emanating from the property in concentrations or amounts exceeding the maximum levels allowed by applicable environmental laws or a government order or directive. 2. If the trust becomes legally obligated to pay for claims for bodily injury, property damage or clean-up costs resulting from pollution conditions on, under or emanating from the property that are made against the insured and reported to the insurer during the policy period, the insurer will defend against and pay such claims. 3. If the trust incurs clean-up costs after enforcing the related mortgage, the insurer will pay for clean-up costs sustained as a result of pollution conditions on, under or emanating from the property provided that the trust reports the pollution conditions to the appropriate governmental agency in accordance with applicable environmental laws in effect at the time of the discovery of the pollution conditions. Each of the secured creditor impaired property policies described above requires that the insured or the party having direct responsibility for administering or servicing the trust provide the insurer with written notice of a claim as soon as possible but no later than 45 days after first learning of the default and pollution condition or loss. In addition to other excluded matters, those policies do not cover claims arising out of the presence of lead-based paint or asbestos, penalties arising out of violations of law or clean-up costs that are voluntarily incurred. The premium for each of the secured creditor impaired property policies described above has been paid in full as of the date of the initial issuance of the offered certificates. Engineering Assessments. In connection with the origination process, various engineering firms inspected the mortgaged real properties with respect to all of the mortgage loans that we intend to include in the trust, to assess the structure, exterior walls, roofing, interior structure and mechanical and electrical systems. The resulting reports indicated deferred maintenance items and/or recommended capital improvements with respect to some of the mortgaged real properties securing the mortgage loans that we intend to include in the trust. In cases where the cost of repair was deemed material, the related borrowers were generally required to deposit with the lender an amount generally equal to 125% of the engineering firm's estimated cost of the recommended repairs, corrections or replacements to assure their completion. S-61
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ASSIGNMENT OF THE UNDERLYING MORTGAGE LOANS On or before the date of initial issuance of the offered certificates, the following transfers of the underlying mortgage loans will occur. In each case, the transferor will assign the subject mortgage loans, without recourse, to the transferee. Lehman Mortgage Loan UBS Mortgage Loan Seller Seller 77 mortgage loans $783,792,856 58 mortgage loans $598,549,512  Structured Asset Securities Corporation 135 mortgage loans $1,382,342,368 LB-UBS Commercial Mortgage Trust 2001-C3 In connection with the foregoing transfers, we will be required to deliver to the trustee the following documents, among others, with respect to each Lehman Mortgage Loan, and the UBS Mortgage Loan Seller will be required to deliver to the trustee the following documents, among others, with respect to each UBS Mortgage Loan: o either-- 1. the original promissory note evidencing that mortgage loan, or 2. if the original promissory note has been lost, a copy of that note, together with a lost note affidavit and indemnity; o the original or a copy of the mortgage instrument, together with originals or copies of any intervening assignments of the mortgage instrument; o the original or a copy of any separate assignment of leases and rents, together with originals or copies of any intervening assignments of that assignment of leases and rents; o either-- 1. an executed assignment of the mortgage instrument in favor of the trustee, or 2. a certified copy of that assignment as sent for recording; o either-- 1. an executed assignment of any separate assignment of leases and rents in favor of the trustee, or S-62
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2. a certified copy of that assignment as sent for recording; and o an original or copy of the related lender's title insurance policy, or if a title insurance policy has not yet been issued, a "marked-up" commitment for title insurance or a pro forma policy. The trustee, either directly or through a custodian, is required to hold all of the documents delivered to it with respect to the pooled mortgage loans, in trust for the benefit of the series 2001-C3 certificateholders. Within a specified period of time following that delivery, the trustee, directly or through a custodian, will be further required to conduct a review of those documents. The scope of the trustee's review of those documents will, in general, be limited solely to confirming that they have been received. None of the trustee, the master servicer, the special servicer or any custodian is under any duty or obligation to inspect, review or examine any of the documents relating to the pooled mortgage loans to determine whether the document is valid, effective, enforceable, in recordable form or otherwise appropriate for the represented purpose. If, as provided in the pooling and servicing agreement-- o any of the above-described documents required to be delivered by us or the UBS Mortgage Loan Seller to the trustee is not delivered or is otherwise defective, and o that omission or defect materially and adversely affects the interests of the series 2001-C3 certificateholders in the subject loan, then the omission or defect will constitute a material document defect as to which the trust will have the rights against us or the UBS Mortgage Loan Seller, as applicable, described under "--Cures and Repurchases" below. Within a specified period following the later of-- o the date on which the offered certificates are initially issued, and o the date on which all recording information necessary to complete the subject document is received by the trustee, one or more independent third party contractors, retained at the expense of the Lehman Mortgage Loan Seller and the UBS Mortgage Loan Seller, must submit for recording in the real property records of the applicable jurisdiction each of the assignments of recorded loan documents in favor of the trustee described above. Because most of the mortgage loans that we intend to include in the trust are newly originated, many of those assignments cannot be completed and recorded until the related mortgage and/or assignment of leases and rents, reflecting the necessary recording information, is returned from the applicable recording office.  REPRESENTATIONS AND WARRANTIES As of the date of initial issuance of the offered certificates, we will make with respect to each Lehman Mortgage Loan that we include in the trust, and the UBS Mortgage Loan Seller will make with respect to each UBS Mortgage Loan that we include in the trust, representations and warranties generally to the effect described below, together with any other representations and warranties as may be required by the applicable rating agencies: o The information pertaining to the mortgage loan set forth in the loan schedule attached to the pooling and servicing agreement, regarding, among other things, its cut-off date principal balance, its mortgage interest rate and the amount of the next monthly payment, will be true and correct in all material respects as of the cut-off date. o The representing party is the owner of the mortgage loan, has good title to it, has full right, power and authority to sell, assign and transfer the mortgage loan and is transferring the mortgage loan free and clear of any and all liens, pledges, charges and security interests of any nature encumbering the mortgage loan, other than servicing rights. o To the knowledge of the representing party, as of the date of its origination, the mortgage loan complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of the mortgage loan. o The proceeds of the mortgage loan have been fully disbursed and there is no requirement for future advances. o The promissory note, each mortgage instrument, and each assignment of leases and rents, if any, with respect to the mortgage loan is the legal, valid and binding obligation of the maker thereof, subject to any non-recourse provisions in the particular document and any state anti-deficiency legislation, and is enforceable in accordance with its terms, except that (1) such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws S-63
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and (b) by general principles of equity, regardless of whether that enforcement is considered in a proceeding in equity or at law, and (2) certain provisions in the subject agreement or instrument may be further limited or rendered unenforceable by applicable law, but subject to the limitations set forth in clause (1) above, those limitations will not render the subject agreement or instrument invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided by the subject agreement or instrument. o Each related mortgage instrument is a valid and, subject to the exceptions and limitations in the preceding bullet, enforceable first lien on the related mortgaged real property, free and clear of all encumbrances and liens having priority over or on a parity with the first lien of the mortgage instrument, except for Permitted Encumbrances. o To the actual knowledge of the representing party, subject to the exceptions and limitations on enforceability in the second preceding bullet, there is no valid offset, defense, counterclaim or right of rescission with respect to the promissory note or any related mortgage instrument or other agreement executed by the related borrower in connection with the mortgage loan. o The assignment of each related mortgage instrument in favor of the trustee constitutes the legal, valid, binding and enforceable assignment of that mortgage instrument to the trustee, subject to the exceptions and limitations on enforceability in the third preceding bullet. o All taxes and governmental assessments that prior to the cut-off date became due and owing in respect of, and materially affect, any related mortgaged real property, have been paid, or an escrow of funds in an amount sufficient to cover those payments has been established. o To the actual knowledge of the representing party, there is no proceeding pending for total or partial condemnation of each related mortgaged real property that materially affects its value, and each related mortgaged real property was free of material damage. o To the actual knowledge of the representing party, all insurance required under the mortgage loan was in full force and effect with respect to each related mortgaged real property. o As of the date of initial issuance of the offered certificates, the mortgage loan is not 30 days or more past due in respect of any scheduled payment of principal and/or interest. o To the knowledge of the representing party, the related borrower is not a debtor in, and the related mortgaged real property is not subject to, any bankruptcy, reorganization, insolvency or comparable proceeding. If, as provided in the pooling and servicing agreement-- o there exists a breach of any of the above-described representations and warranties made by us or the UBS Mortgage Loan Seller, and o that breach materially and adversely affects the interests of the series 2001-C3 certificateholders in the subject mortgage loan, then that breach will be a material breach as to which the trust will have the rights against us or the UBS Mortgage Loan Seller, as applicable, described under "--Cures and Repurchases" below.  CURES AND REPURCHASES If there exists a material breach of any of the representations and warranties made by us with respect to any of the Lehman Mortgage Loans or by the UBS Mortgage Loan Seller with respect to any of the UBS Mortgage Loans, as discussed under "--Representations and Warranties" above, or if there exists a material document defect with respect to any Lehman Mortgage Loan or UBS Mortgage Loan, as discussed under "--Assignment of the Underlying Mortgage Loans" above, then we, in the case of a Lehman Mortgage Loan, and the UBS Mortgage Loan Seller, in the case of a UBS Mortgage Loan, will be required either: o to remedy that material breach or material document defect, as the case may be, in all material respects, or o to repurchase the affected mortgage loan at a price generally equal to the sum of-- 1. the unpaid principal balance of that mortgage loan at the time of purchase, plus S-64
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2. all unpaid interest, other than Post-ARD Additional Interest and Default Interest, due with respect to that mortgage loan pursuant to the related loan documents through the due date in the collection period of purchase, plus 3. all unreimbursed servicing advances relating to that mortgage loan, plus 4. all unpaid interest accrued on advances made by the master servicer, the special servicer, the trustee and/or the fiscal agent with respect to that mortgage loan, plus 5. all unpaid special servicing fees and other Additional Trust Fund Expenses related to that mortgage loan. The time period within which we or the UBS Mortgage Loan Seller must complete that remedy or repurchase will generally be limited to 90 days following the earlier of the responsible party's discovery or receipt of notice of the subject material breach or material document defect, as the case may be. However, if the responsible party is diligently attempting to correct the problem, then, with limited exception, it will be entitled to an additional 90 days to complete that remedy or repurchase. If a material breach or a material document defect exists with respect to any pooled mortgage loan that is cross-collateralized with one or more other mortgage loans in the trust, and if the cross-collateralization can be terminated without any adverse tax consequence for the trust, then we or the UBS Mortgage Loan Seller, as applicable, will be permitted, subject to specified conditions, to repurchase only the affected mortgage loan. Otherwise, the entire cross-collateralized group will be treated as a single mortgage loan for purposes of-- o determining the materiality of the subject breach or document defect, and o the repurchase remedy. The cure/repurchase obligations of us and the UBS Mortgage Loan Seller described above will constitute the sole remedy available to the series 2001-C3 certificateholders in connection with a material breach of any representations or warranties or a material document defect with respect to any mortgage loan in the trust. No other person will be obligated to repurchase any affected mortgage loan in connection with a material breach of any of the representations and warranties or a material document defect, if we or the UBS Mortgage Loan Seller, as the case may be, default on our obligations to do so. There can be no assurance that we or the UBS Mortgage Loan Seller will have sufficient assets to repurchase a mortgage loan if required to do so.  CHANGES IN MORTGAGE POOL CHARACTERISTICS The description in this prospectus supplement of the mortgage pool is based upon the mortgage pool as it is expected to be constituted at the time the offered certificates are issued, with adjustments for the monthly debt service payments due on the mortgage loans on or before the cut-off date. Prior to the issuance of the offered certificates, one or more mortgage loans may be removed from the mortgage pool if we consider the removal necessary or appropriate. A limited number of other mortgage loans may be included in the mortgage pool prior to the issuance of the offered certificates, unless including those mortgage loans would materially alter the characteristics of the mortgage pool as described in this prospectus supplement. We believe that the information in this prospectus supplement will be generally representative of the characteristics of the mortgage pool as it will be constituted at the time the offered certificates are issued. However, the range of mortgage interest rates and maturities, as well as the other characteristics of the pooled mortgage loans described in this prospectus supplement, may vary, and the actual initial mortgage pool balance may be as much as 5% larger or smaller than the initial mortgage pool balance specified in this prospectus supplement. A current report on Form 8-K will be available to purchasers of the offered certificates on or shortly after the date of initial issuance of the offered certificates. We will file that current report on Form 8-K, together with the pooling and servicing agreement as an exhibit, with the SEC within 15 days after the initial issuance of the offered certificates. If mortgage loans are removed from or added to the mortgage pool, that removal or addition will be noted in that current report on Form 8-K.  REPURCHASE OF EARLY DEFEASANCE MORTGAGE LOANS The UBS Mortgage Loan Seller has agreed that if the related borrower with respect to either of the mortgage loans secured by the mortgaged real properties identified on Annex A-1 to this prospectus supplement as Rite Aid-Ramona and Long's Drugs-San Pablo, respectively, elects to defease its mortgage loan before the second anniversary of the initial issuance of the offered certificates, the UBS Mortgage Loan Seller will repurchase that mortgage loan at par plus accrued interest. S-65
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SERVICING OF THE UNDERLYING MORTGAGE LOANS  GENERAL The servicing and administration of the mortgage loans in the trust and any mortgaged real properties that become REO Properties as a result of foreclosure or other similar action, will be governed by the pooling and servicing agreement. The following summaries describe some of the provisions of the pooling and servicing agreement relating to the servicing and administration of the mortgage loans and any REO Properties in the trust. You should also refer to the accompanying prospectus, in particular the section captioned "Description of the Governing Documents" for additional important information regarding provisions of the pooling and servicing agreement that relate to the rights and obligations of the master servicer and the special servicer. The pooling and servicing agreement provides that the master servicer and the special servicer must each service and administer the mortgage loans and any REO Properties in the trust for which it is responsible, together with, in each case when appropriate, the Chrysler Building Companion Loan, directly or through sub-servicers, in accordance with-- o any and all applicable laws, o the express terms of the pooling and servicing agreement, o the express terms of the pooled mortgage loans and the Chrysler Building Companion Loan, and o to the extent consistent with the foregoing, the Servicing Standard. In general, the master servicer will be responsible for the servicing and administration of-- o all mortgage loans as to which no Servicing Transfer Event has occurred, and o all worked-out mortgage loans as to which no new Servicing Transfer Event has occurred. The special servicer, on the other hand, will be responsible for the servicing and administration of each mortgage loan as to which a Servicing Transfer Event has occurred and which has not yet become a worked-out mortgage loan with respect to that Servicing Transfer Event. The special servicer will also be responsible for the administration of each REO Property in the trust. Despite the foregoing, the pooling and servicing agreement will require the master servicer to continue to collect information and prepare all reports to the trustee required to be collected or prepared with respect to any specially serviced assets and, otherwise, to render other incidental services with respect to any specially serviced assets. In addition, the special servicer will perform limited duties and have certain approval rights regarding servicing actions with respect to non-specially serviced assets. Neither the master servicer nor the special servicer will have responsibility for the performance by the other of its respective obligations and duties under the pooling and servicing agreement. The master servicer will transfer servicing of a pooled mortgage loan to the special servicer upon the occurrence of a Servicing Transfer Event with respect to that mortgage loan. The special servicer will return the servicing of that mortgage loan to the master servicer, and that mortgage loan will be considered to have been worked-out, if and when all Servicing Transfer Events with respect to that mortgage loan cease to exist. The occurrence of a Servicing Transfer Event with respect to either of the Chrysler Building Mortgage Loan or the Chrysler Building Companion Loan will automatically result in the occurrence of a Servicing Transfer Event with respect to the other loan in the Chrysler Building Loan Pair. Some of the mortgage loans that we intend to include in the trust are currently being serviced by third-party servicers that are entitled to and will become sub-servicers of these loans on behalf of the master servicer. Neither the trustee nor any other successor master servicer may terminate the sub-servicing agreement for any of those sub-servicers without cause. In general, for so long as the Chrysler Building Mortgage Loan is included in the trust, the Chrysler Building Companion Loan will be serviced and administered under the pooling and servicing agreement as if it was a pooled mortgage loan. If the Chrysler Building Companion Loan becomes specially serviced, then the Chrysler Building Mortgage Loan will also become a specially serviced mortgage loan.  THE INITIAL MASTER SERVICER AND THE INITIAL SPECIAL SERVICER The Master Servicer. First Union National Bank, a national banking association, will act as master servicer with respect to the mortgage pool. First Union is a wholly owned subsidiary of First Union Corporation. Its principal servicing offices are located at NC 1075, 8739 Research Drive-URP4, Charlotte, North Carolina 28262-1075. S-66
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As of June 30, 2001, First Union and its affiliates were responsible for servicing approximately 6,377 commercial and multifamily loans, totaling approximately $41.7 billion in aggregate outstanding principal amount, including loans securitized in mortgage-backed securitization transactions. First Union will make no representations as to the validity or sufficiency of the pooling and servicing agreement, the series 2001-C3 certificates, the pooled mortgage loans or this prospectus supplement. The information set forth in this prospectus supplement concerning First Union has been provided by it. Neither we nor any of the underwriters makes any representation or warranty as to the accuracy or completeness of this information. The Special Servicer. Lennar Partners, Inc., a Florida corporation and a subsidiary of LNR Property Corporation, will act as special servicer with respect to the mortgage pool. The principal executive offices of Lennar are located at 760 NW 107th Avenue, Miami, Florida, 33172, and its telephone number is (305) 485-2000. LNR Property Corporation, its subsidiaries and affiliates, are involved in the real estate investment and management business and engage principally in-- o acquiring, developing, managing and repositioning commercial and multi-family residential real estate properties, o acquiring, often in partnership with financial institutions or real estate funds, and managing portfolios of mortgage loans and other real estate related assets, o investing in unrated and non-investment grade-rated commercial mortgage-backed securities in respect of which Lennar has the right to be special servicer, and o making high yielding real estate related loans and equity investments. Lennar has regional offices located across the country in Florida, Georgia, Oregon and California. As of March 2001, Lennar and its affiliates were managing a portfolio, which included over 12,800 assets in most states with an original face value of over $59 billion, most of which are commercial real estate assets. Included in this managed portfolio are $55 billion of commercial real estate assets representing 73 securitization transactions, for which Lennar is the master servicer or special servicer. Lennar and its affiliates own, and are in the business of acquiring, assets similar in type to the mortgage loans in the trust. The information set forth in this prospectus supplement concerning Lennar and LNR Property Corporation has been provided by them. Neither we nor any of the underwriters makes any representation or warranty as to the accuracy or completeness of this information.  SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES The Master Servicing Fee. The principal compensation to be paid to the master servicer with respect to its master servicing activities will be the master servicing fee. The master servicing fee will be earned with respect to each and every mortgage loan in the trust and the Chrysler Building Companion Loan, including-- o each specially serviced mortgage loan, if any; o each mortgage loan, if any, as to which the corresponding mortgaged real property has become an REO Property; and o each mortgage loan, if any, that has been defeased. In the case of each mortgage loan in the trust, the master servicing fee will-- o be calculated on a 30/360 Basis, except in the case of partial periods of less than a month, when it will be computed on the basis of the actual number of days elapsed in the partial period and a 360-day year, o accrue at the related master servicing fee rate, o accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that mortgage loan, and o be payable monthly from amounts received with respect to, or allocable as recoveries of, interest on that mortgage loan or, following liquidation of that mortgage loan and any related REO Property, from general collections on the other mortgage loans and REO Properties in the trust. S-67
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The master servicing fee rate will vary on a loan-by-loan basis and ranges from 0.10% per annum to 0.13% per annum. The weighted average master servicing fee rate for the mortgage pool was 0.10% as of the cut-off date.  Additional Master Servicing Compensation. As additional master servicing compensation, the master servicer will be entitled to receive any and all Prepayment Interest Excesses collected with respect to the entire mortgage pool. In addition, the master servicer will be authorized to invest or direct the investment of funds held in its custodial account and in any and all escrow and/or reserve accounts maintained by the master servicer, in Permitted Investments. See "--Custodial Account" below. In general, the master servicer will be entitled to retain any interest or other income earned on those funds that is not otherwise payable to the borrowers and, to the extent the investments are made for its benefit, will be required to cover any losses of principal from its own funds. The master servicer will not be obligated, however, to cover any losses resulting from the bankruptcy or insolvency of any depository institution or trust company holding any of those accounts. All modification fees, assumption fees, assumption application fees, extension fees, consent/waiver fees and other comparable transaction fees and charges, if any, collected with respect to the pooled mortgage loans during any collection period will be allocated between the master servicer and the special servicer, as additional compensation, as provided in the pooling and servicing agreement. Similarly, all late payment charges and Default Interest, if any, collected with respect to the pooled mortgage loans during any collection period will be allocated between the master servicer and the special servicer, as additional compensation, as provided in the pooling and servicing agreement, but only to the extent that those late payment charges and Default Interest are not otherwise allocable-- o to pay the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, any unpaid interest on advances reimbursed to that party during that collection period with respect to any mortgage loan included in the trust, o to pay any other expenses, excluding special servicing fees, liquidation fees and workout fees, that are then outstanding with respect to any mortgage loan included in the trust and that, if paid from a source other than late payment charges and Default Interest, would be an Additional Trust Fund Expense, or o to reimburse the trust for any Additional Trust Fund Expenses, including interest on advances, but excluding special servicing fees, liquidation fees and workout fees, that were paid with respect to any mortgage loan included in the trust, in the 12-month period preceding the collection of the subject late payment charges and Default Interest, and were not paid from late payment charges and Default Interest collected with respect to the pooled mortgage loans.  Prepayment Interest Shortfalls. The pooling and servicing agreement provides that if any Prepayment Interest Shortfalls are incurred in connection with the voluntary prepayment by borrowers of non-specially serviced mortgage loans in the mortgage pool during any collection period, the master servicer must make a non-reimbursable payment with respect to the related payment date in an amount equal to the lesser of: o the total amount of those Prepayment Interest Shortfalls, and o the sum of the following components of the master servicer's total servicing compensation for that same collection period-- 1. all Prepayment Interest Excesses, if any, collected with respect to the entire mortgage pool during that collection period, and 2. with respect to each and every mortgage loan in the trust for which the master servicer receives master servicing fees during that collection period, the portion of those fees calculated at an annual rate of 0.05% per annum. No other master servicing compensation will be available to cover Prepayment Interest Shortfalls. Any payments made by the master servicer with respect to any payment date to cover Prepayment Interest Shortfalls will be included among the amounts payable as principal and interest on the series 2001-C3 certificates on that payment date as described under "Description of the Offered Certificates--Payments" in this prospectus supplement. If the amount of the payments made by the master servicer with respect to any payment date to cover Prepayment Interest Shortfalls is less than the total of all the Prepayment Interest Shortfalls incurred with respect to the mortgage pool during the related collection period, then the resulting Net Aggregate Prepayment Interest Shortfall will be allocated, sequentially in reverse order of seniority, among the respective interest-bearing classes of the series 2001-C3 certificates, in reduction of the interest payable on those certificates, as and to the extent described under "Description of the Offered Certificates--Payments--Payments of Interest" in this prospectus supplement. S-68
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Principal Special Servicing Compensation. The principal compensation to be paid to the special servicer with respect to its special servicing activities in respect of the mortgage pool and the Chrysler Building Companion Loan will be-- o the special servicing fee, o the workout fee, and o the liquidation fee. The Special Servicing Fee. A special servicing fee will be earned with respect to-- o each specially serviced mortgage loan, if any, and o each mortgage loan, if any, as to which the corresponding mortgaged real property has become an REO Property; In the case of each pooled mortgage loan referred to in the prior paragraph, the special servicing fee will-- o be calculated on a 30/360 Basis, except in the case of partial periods of less than a month, when it will be computed on the basis of the actual number of days elapsed in the partial period and a 360-day year, o accrue at a special servicing fee rate of 0.25% per annum, o accrue on the Stated Principal Balance of that mortgage loan outstanding from time to time, and o generally be payable monthly from general collections on all the mortgage loans and any REO Properties in the trust. The Workout Fee. The special servicer will, in general, be entitled to receive a workout fee with respect to each worked-out mortgage loan. The workout fee will be payable out of, and will be calculated by application of a workout fee rate of 1.0% to, each collection of-- o interest, other than Default Interest and Post-ARD Additional Interest, o principal, and o prepayment consideration, received on the subject mortgage loan for so long as it remains a worked-out mortgage loan, The workout fee with respect to any worked-out mortgage loan in the trust will cease to be payable if a new Servicing Transfer Event occurs with respect to that loan. However, a new workout fee would become payable if that mortgage loan again became a worked-out mortgage loan with respect to that new Servicing Transfer Event. If the special servicer is terminated other than for cause or resigns, then it will retain the right to receive any and all workout fees payable with respect to mortgage loans in the trust that became worked-out mortgage loans during the period that it acted as special servicer and remained worked-out mortgage loans at the time of its termination or resignation. The successor special servicer will not be entitled to any portion of those workout fees. Although workout fees are intended to provide the special servicer with an incentive to better perform its duties, the payment of any workout fee will reduce amounts payable to the series 2001-C3 certificateholders. The Liquidation Fee. The special servicer will be entitled to receive a liquidation fee with respect to each specially serviced mortgage loan for which it obtains a full, partial or discounted payoff from the related borrower. The special servicer will also be entitled to receive a liquidation fee with respect to any specially serviced mortgage loan or REO Property in the trust as to which it receives any Liquidation Proceeds, except as described in the next paragraph. As to each specially serviced mortgage loan and REO Property, the liquidation fee will be payable from, and will be calculated by application of a liquidation fee rate of 1.0% to, the related payment or proceeds, exclusive of any portion of that payment or proceeds that represents a recovery of Default Interest or Post-ARD Additional Interest. Despite anything to the contrary described in the prior paragraph, no liquidation fee will be payable based on, or out of, proceeds received in connection with: o the repurchase of any mortgage loan in the trust by us or the UBS Mortgage Loan Seller for a breach of representation or warranty or for defective or deficient mortgage loan documentation, as described under "Description of the Mortgage Pool--Cures and Repurchases" in this prospectus supplement; S-69
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o the purchase of any defaulted mortgage loan or REO Property in the trust by the master servicer, the special servicer or any certificateholder(s) of the series 2001-C3 controlling class, as described under "--Realization Upon Defaulted Mortgage Loans; Sale of Defaulted Mortgage Loans and REO Properties" below; o the purchase of all of the mortgage loans and REO Properties in the trust by us, Lehman Brothers Inc., the special servicer, any certificateholder(s) of the series 2001-C3 controlling class or the master servicer in connection with the termination of the trust, as described under "Description of the Offered Certificates--Termination" in this prospectus supplement; o the purchase of the Chrysler Building Mortgage Loan by the Chrysler Building Companion Loan Noteholder as described under "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan--The Co-Lender Agreement" in this prospectus supplement; or o the purchase by the UBS Mortgage Loan Seller of either of the two mortgage loans that may be defeased before the second anniversary of the initial issuance of the offered certificates as described under "Description of the Mortgage Pool--Repurchase of the Early Defeasance Loans" in this prospectus supplement. Although liquidation fees are intended to provide the special servicer with an incentive to better perform its duties, the payment of any liquidation fee will reduce amounts payable to the series 2001-C3 certificateholders.  Additional Special Servicing Compensation. As additional special servicing compensation, the special servicer will be authorized to invest or direct the investment of funds held in its REO account in Permitted Investments. See "--REO Account" below. In general, the special servicer will be entitled to retain any interest or other income earned on those funds and will be required to cover any losses of principal from its own funds without any right to reimbursement. The special servicer will not be obligated, however, to cover any losses resulting from the bankruptcy or insolvency of any depository institution or trust company holding the special servicer's REO account. All modification fees, assumption fees, assumption application fees, extension fees, consent/waiver fees and other comparable transaction fees and charges, if any, collected with respect to the pooled mortgage loans during any collection period will be allocated between the master servicer and the special servicer, as additional compensation, as provided in the pooling and servicing agreement. Similarly, all late payment charges and Default Interest, if any, collected with respect to the pooled mortgage loans during any collection period will be allocated between the master servicer and the special servicer, as additional compensation, as provided in the pooling and servicing agreement, but only to the extent that those late payment charges and Default Interest are not otherwise allocable-- o to pay the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, any unpaid interest on advances reimbursed to that party during that collection period with respect to any mortgage loan included in the trust o to pay any other expenses, excluding special servicing fees, liquidation fees and workout fees, that are then outstanding with respect to any mortgage loan included in the trust and that, if paid from a source other than late payment charges and Default Interest, would be an Additional Trust Fund Expense, or o to reimburse the trust for any Additional Trust Fund Expenses, including interest on advances but excluding special servicing fees, liquidation fees and workout fees, that were paid with respect to any mortgage loan included in the trust in the 12-month period preceding the collection of the subject late payment charges and Default Interest, and were not paid from late payment charges and Default Interest collected with respect to the pooled mortgage loans. Payment of Expenses; Servicing Advances. Each of the master servicer and the special servicer will be required to pay its overhead costs and any general and administrative expenses incurred by it in connection with its servicing activities under the pooling and servicing agreement. The master servicer and the special servicer will not be entitled to reimbursement for these expenses except as expressly provided in the pooling and servicing agreement. Any and all customary, reasonable and necessary out of pocket costs and expenses incurred by the master servicer or the special servicer in connection with the servicing of a pooled mortgage loan, if a default is imminent or after a default, delinquency or other unanticipated event has occurred with respect to that loan, or in connection with the administration of any REO Property, will be servicing advances. Servicing advances will be reimbursable from future payments and other collections, including Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds, in connection with the related mortgage loan or REO Property. S-70
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The special servicer may request the master servicer to make servicing advances with respect to a specially serviced mortgage loan or REO Property, in lieu of the special servicer's making that advance itself. The special servicer must make the request a specified number of days in advance of when the servicing advance is required to be made under the pooling and servicing agreement. The master servicer, in turn, must make the requested servicing advance within a specified number of days following the master servicer's receipt of the request. If the request is timely and properly made, the special servicer will be relieved of any obligations with respect to a servicing advance that it requests the master servicer to make, regardless of whether or not the master servicer actually makes that advance. If the master servicer or the special servicer is required under the pooling and servicing agreement to make a servicing advance, but neither does so within 15 days after the servicing advance is required to be made, then the trustee will be required: o if it has actual knowledge of the failure, to give the defaulting party notice of its failure; and o if the failure continues for three more business days, to make the servicing advance. The pooling and servicing agreement will obligate the fiscal agent to make any servicing advances that the trustee was obligated, but failed, to make. Despite the foregoing discussion or anything else to the contrary in this prospectus supplement, none of the master servicer, the special servicer, the trustee or the fiscal agent will be obligated to make servicing advances that, in the judgment of the party making the advance, would not be ultimately recoverable from expected collections on the related mortgage loan or REO Property. If the master servicer, the special servicer, the trustee or the fiscal agent makes any servicing advance that it subsequently determines is not recoverable from expected collections on the related mortgage loan or REO Property, it may obtain reimbursement for that advance, together with interest on the advance, out of general collections on the mortgage loans and any REO Properties on deposit in the master servicer's custodial account from time to time. The master servicer will be permitted to pay, and the special servicer may direct the payment of, some servicing expenses out of general collections on the pooled mortgage loans and any related REO Properties on deposit in the master servicer's custodial account from time to time, including for the remediation of any adverse environmental circumstance or condition at any of the mortgaged real properties securing a pooled mortgage loan. If the payment of any such servicing expense is not expected to be recoverable from collections on the related mortgage loan or REO Property, then the master servicer would generally make such payment only if and when the master servicer, or the special servicer if a specially serviced asset is involved, has determined in accordance with the Servicing Standard that making the payment is in the best interests of the series 2001-C3 certificateholders and, if the subject specially serviced asset is the Chrysler Building Loan Pair or the related REO Property, the Chrysler Building Companion Loan Noteholder, as a collective whole. The master servicer, the special servicer, the trustee and the fiscal agent will be entitled to receive interest on servicing advances made by them. The interest will accrue on the amount of each servicing advance, and compound annually, for so long as the servicing advance is outstanding, at a rate per annum equal to the prime rate as published in the "Money Rates" section of The Wall Street Journal, as that prime rate may change from time to time. Interest accrued with respect to any servicing advance will be payable in the collection period when the advance is reimbursed-- o first, out of Default Interest and late payment charges collected on the related mortgage loan or any other pooled mortgage loan in that collection period, and o then, if and to the extent that the Default Interest and late payment charges referred to in clause first above are insufficient to cover the advance interest, out of any other amounts then on deposit in the master servicer's custodial account.  THE SERIES 2001-C3 CONTROLLING CLASS REPRESENTATIVE AND THE CHRYSLER BUILDING COMPANION LOAN NOTEHOLDER Series 2001-C3 Controlling Class. As of any date of determination, the controlling class of series 2001-C3 certificateholders will be the holders of the most subordinate class of series 2001-C3 certificates then outstanding, other than the class X, R-LR, R-I, R-II and R-III certificates, that has a total principal balance that is not less than 25% of that class's original total principal balance. However, if no class of series 2001-C3 certificates, exclusive of the class X, R-LR, R-I, R-II and R-III certificates, has a total principal balance that satisfies this requirement, then the controlling class of series 2001-C3 certificateholders will be the holders of the most subordinate class of series 2001-C3 certificates then outstanding, other than the class X, R-LR, R-I, R-II and R-III certificates, that has a total principal balance greater than zero. The class A-1 and A-2 certificates will be treated as one class for purposes of determining the controlling class of series 2001-C3 certificates. S-71
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Selection of the Series 2001-C3 Controlling Class Representative. The pooling and servicing agreement permits the holder or holders of series 2001-C3 certificates representing a majority of the voting rights allocated to the series 2001-C3 controlling class to select a representative from whom the special servicer will seek advice and approval and take direction under the circumstances described below in this "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" section. In addition, if the series 2001-C3 controlling class is held in book-entry form and confirmation of the identities of the related beneficial owners has been provided to the trustee, those beneficial owners entitled to a majority of the voting rights allocated to the series 2001-C3 controlling class will be entitled to directly select a controlling class representative. Rights and Powers of the Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder. The special servicer will, in general, not be permitted to take any of the following actions as to which the series 2001-C3 controlling class representative has objected in writing within 10 business days of having been notified in writing of the particular action and having been provided with all reasonably requested information with respect to the particular action-- o any foreclosure upon or comparable conversion, which may include acquisitions of an REO Property, of the ownership of properties securing those specially serviced mortgage loans in the trust as come into and continue in default; o any modification, amendment or waiver of a monetary term, including the timing of payments, or any material non-monetary term of a specially serviced mortgage loan in the trust; o any proposed sale of a specially serviced mortgage loan or any related REO Property in the trust, other than in connection with the termination of the trust as described under "Description of the Offered Certificates-- Termination" in this prospectus supplement, for less than par plus accrued interest, other than Default Interest and Post-ARD Additional Interest; o any acceptance of a discounted payoff with respect to a specially serviced mortgage loan in the trust; o any determination to bring an REO Property, or the mortgaged real property securing a defaulted mortgage loan, held by the trust into compliance with applicable environmental laws or to otherwise address hazardous materials located at that property; o any release of collateral for a specially serviced mortgage loan in the trust, other than in accordance with the terms of, or upon satisfaction of, that mortgage loan; o any acceptance of substitute or additional collateral for a specially serviced mortgage loan in the trust, other than in accordance with the terms of that mortgage loan; o any waiver of a due-on-sale or due-on-encumbrance clause with respect to a pooled mortgage loan; and o any acceptance of an assumption agreement releasing a borrower from liability under a pooled mortgage loan. In addition, the series 2001-C3 controlling class representative may direct the special servicer to take, or to refrain from taking, any actions that the series 2001-C3 controlling class representative may consider advisable or as to which provision is otherwise made in the pooling and servicing agreement. Notwithstanding the foregoing, no advice, direction or objection given or made by the series 2001-C3 controlling class representative, as contemplated by either of the two preceding paragraphs, may require or cause the special servicer to violate any other provision of the pooling and servicing agreement described in this prospectus supplement or the accompanying prospectus, including the special servicer's obligation to act in accordance with the Servicing Standard. Furthermore, the special servicer will not be obligated to seek approval from the series 2001-C3 controlling class representative for any actions to be taken by the special servicer with respect to any particular specially serviced mortgage loan in the trust if-- o the special servicer has, as described above, notified the series 2001-C3 controlling class representative in writing of various actions that the special servicer proposes to take with respect to the workout or liquidation of that mortgage loan, and o for 60 days following the first of those notices, the series 2001-C3 controlling class representative has objected to all of those proposed actions and has failed to suggest any alternative actions that the special servicer considers to be consistent with the Servicing Standard. S-72
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Also, notwithstanding the foregoing, if the unpaid principal amount of the Chrysler Building Companion Loan, net of any existing related Appraisal Reduction Amount with respect to the Chrysler Building Loan Pair, is equal to or greater than 50% of the original unpaid principal amount of the Chrysler Building Companion Loan, then the series 2001-C3 controlling class representative will not be entitled to exercise any of the rights and powers described above with respect to the Chrysler Building Loan Pair and, instead, the Chrysler Building Companion Loan Noteholder or its designee will be entitled to exercise those rights and powers with respect to the Chrysler Building Loan Pair. Limitation on Liability of the Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder. The series 2001-C3 controlling class representative will not be liable to the trust or the series 2001-C3 certificateholders for any action taken, or for refraining from the taking of any action, in good faith pursuant to the pooling and servicing agreement, or for errors in judgment; except that the series 2001-C3 controlling class representative will not be protected against any liability which would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations or duties. Each series 2001-C3 certificateholder acknowledges and agrees, by its acceptance of its series 2001-C3 certificates, that: o the series 2001-C3 controlling class representative may have special relationships and interests that conflict with those of the holders of one or more classes of the series 2001-C3 certificates; o the series 2001-C3 controlling class representative may act solely in the interests of the holders of the series 2001-C3 controlling class; o the series 2001-C3 controlling class representative does not have any duties to the holders of any class of series 2001-C3 certificates other than the series 2001-C3 controlling class; o the series 2001-C3 controlling class representative may take actions that favor the interests of the holders of the series 2001-C3 controlling class over the interests of the holders of one or more other classes of series 2001-C3 certificates; o the series 2001-C3 controlling class representative will not be deemed to have been negligent or reckless, or to have acted in bad faith or engaged in willful misconduct, by reason of its having acted solely in the interests of the holders of the series 2001-C3 controlling class; and o the series 2001-C3 controlling class representative will have no liability whatsoever for having acted solely in the interests of the holders of the series 2001-C3 controlling class, and no series 2001-C3 certificateholder may take any action whatsoever against the series 2001-C3 controlling class representative for having so acted. The Chrysler Building Companion Loan Noteholder or its designee, in connection with exercising the rights and powers described under "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder--Rights and Powers of the Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above with respect to the Chrysler Building Loan Pair, will be entitled to substantially the same limitations on liability to which the series 2001-C3 controlling class representative is entitled.  REPLACEMENT OF THE SPECIAL SERVICER BY THE SERIES 2001-C3 CONTROLLING CLASS Series 2001-C3 certificateholders entitled to a majority of the voting rights allocated to the series 2001-C3 controlling class may-- o terminate an existing special servicer without cause, and o appoint a successor to any special servicer that has resigned or been terminated. Any termination of an existing special servicer and/or appointment of a successor special servicer will be subject to, among other things, receipt by the trustee of-- 1. written confirmation from each of S&P and Fitch that the appointment will not result in a qualification, downgrade or withdrawal of any of the ratings then assigned thereby to the respective classes of series 2001-C3 certificates, and S-73
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2. the written agreement of the proposed special servicer to be bound by the terms and conditions of the pooling and servicing agreement, together with an opinion of counsel regarding, among other things, the enforceability of the pooling and servicing agreement against the proposed special servicer. If the controlling class of series 2001-C3 certificates is held in book-entry form and confirmation of the identities of the related beneficial owners has been provided to the trustee, then the beneficial owners entitled to a majority of the voting rights allocated to the series 2001-C3 controlling class will be entitled to directly replace an existing special servicer and appoint a successor, in the manner described above. Any costs and expenses incurred in connection with the removal of a special servicer as described in this section that are not paid by the replacement special servicer will be paid by the holders or beneficial owners entitled to a majority of the voting rights allocated to the Series 2001-C3 controlling class. The Chrysler Building Companion Loan Noteholder has no similar right to terminate the special servicer. ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS Subject to the discussion under "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above, the special servicer or, in the case of a due-on-sale clause, the master servicer or the special servicer, as applicable, will be required to determine, in a manner consistent with the Servicing Standard, whether to waive any right the lender under any pooled mortgage loan may have under either a due-on-encumbrance clause or a due-on-sale clause to accelerate payment of that mortgage loan. However, the special servicer may not waive its rights or grant its consent under any due-on-encumbrance clause and, if the principal balance of the subject pooled mortgage loan is at least equal to $20,000,000, neither the master servicer nor the special servicer may waive its rights or grant its consent under any due-on-sale clause, unless the master servicer or the special servicer, as applicable, has received written confirmation from each applicable rating agency that this action would not result in the qualification, downgrade or withdrawal of any of the then-current ratings then assigned by the rating agency to the series 2001-C3 certificates. In addition, the master servicer may not waive its rights or grant its consent under any due-on-sale clause under any mortgage loan without the consent of the special servicer.  MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS In the case of any mortgage loan other than a specially serviced mortgage loan, and subject to the rights of the special servicer described below in this "--Modifications, Waivers, Amendments and Consents" section, the master servicer will be responsible for responding to any request by a borrower for the consent or approval of the mortgagee with respect to a modification, waiver or amendment which would not, except in limited circumstances generally involving the waiver of Default Interest, late payment charges and Post-ARD Additional Interest-- o affect the amount or timing of any of the payment terms of the mortgage loan, o result in the release of the related borrower from any material terms of the mortgage loan, o waive any rights under the mortgage loan with respect to any guarantor of the mortgage loan, o relate to the release, addition or substitution of any material collateral for the mortgage loan, or o relate to any waiver of or granting of consent under a due-on-sale or due-on-encumbrance clause. To the extent consistent with the foregoing, the master servicer will also be responsible for providing or withholding mortgagee consent with respect to certain routine matters. Except as described above and in other limited matters, the master servicer may not agree to waive, modify or amend any term of any mortgage loan. Furthermore, the master servicer may not agree to any modification, waiver or amendment of any term of any mortgage loan that would cause any REMIC or grantor trust created under the pooling and servicing agreement to fail to qualify as such under the Internal Revenue Code of 1986 or result in the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC provisions of the Internal Revenue Code. S-74
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The pooling and servicing agreement will permit the special servicer to modify, extend, waive or amend any term of any mortgage loan if that modification, extension, waiver or amendment: o is consistent with the Servicing Standard, and o except under the circumstances described below, will not-- 1. affect the amount or timing of any scheduled payments of principal, interest or other amounts, including prepayment premiums and yield maintenance charges, but excluding Default Interest and other amounts constituting additional servicing compensation, payable under the mortgage loan, 2. affect the obligation of the related borrower to pay a prepayment premium or yield maintenance charge or permit a principal prepayment during the applicable prepayment lockout period, 3. except as expressly provided by the related mortgage instrument or in connection with a material adverse environmental condition at the related mortgaged real property, result in a release of the lien of the related mortgage instrument on any material portion of that property without a corresponding principal prepayment, or 4. in the special servicer's judgment, materially impair the security for the mortgage loan or reduce the likelihood of timely payment of amounts due on the mortgage loan. Notwithstanding the second bullet of the preceding paragraph, but subject to the following paragraph and the discussion under "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above, the special servicer may-- o reduce the amounts owing under any specially serviced mortgage loan by forgiving principal, accrued interest, including Post-ARD Additional Interest, and/or any prepayment premium or yield maintenance charge, o reduce the amount of the monthly debt service payment on any specially serviced mortgage loan, including by way of a reduction in the related mortgage interest rate, o forbear in the enforcement of any right granted under any mortgage note, mortgage instrument or other loan document relating to a specially serviced mortgage loan, o accept a principal prepayment on a specially serviced mortgage loan during any prepayment lockout period, or o subject to the limitations described in the following paragraph, extend the maturity date of a mortgage loan; provided that-- 1. the related borrower is in monetary default or material non-monetary default with respect to the specially serviced mortgage loan or, in the judgment of the special servicer, that default is reasonably foreseeable, 2. in the judgment of the special servicer, that modification, extension, waiver or amendment would increase the recovery to the series 2001-C3 certificateholders and, if the Chrysler Building Loan Pair is involved, to the Chrysler Building Companion Loan Noteholder, as a collective whole, on a present value basis, and 3. that modification, extension, waiver or amendment does not result in a tax on "prohibited transactions" or "contributions" being imposed on the trust after the startup day under the REMIC Provisions of the Internal Revenue Code of 1986 or cause any REMIC or grantor trust created pursuant to the pooling and servicing agreement to fail to qualify as such under the Internal Revenue Code of 1986. In no event, however, will the special servicer be permitted to: o extend the maturity date of a mortgage loan beyond a date that is two years prior to the last rated final payment date; o extend the maturity date of the Chrysler Building Mortgage Loan or the Chrysler Building Companion Loan; o extend the maturity date of any other mortgage loan for more than five years beyond its original maturity date; or o if the mortgage loan is secured solely or primarily by a lien on a ground lease, but not by the related fee interest, extend the maturity date of that mortgage loan beyond the date that is 20 years or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, ten years, prior to the end of the term of that ground lease. S-75
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The master servicer will be permitted, in its discretion, to waive any or all Post-ARD Additional Interest accrued on an ARD Loan, if-- o prior to the related maturity date, the related borrower has requested the right to prepay the mortgage loan in full, together with all payments required by the related loan documents in connection with the prepayment except for all or a portion of that Post-ARD Additional Interest, and o the Master Servicer has determined that the waiver of all or a portion of Post-ARD Additional Interest would result in a greater recovery to the series 2001-C3 certificateholders and, if the Chrysler Building Loan Pair is involved, to the Chrysler Building Companion Loan Noteholder, as a collective whole, on a present value basis, than not waiving it. The master servicer will not have any liability to the trust, the series 2001-C3 certificateholders or any other person for that determination if it is made in accordance with the Servicing Standard. The pooling and servicing agreement will also limit the master servicer's and the special servicer's ability to institute an enforcement action solely for the collection of Post-ARD Additional Interest. Any modification, extension, waiver or amendment of the payment terms of the Chrysler Building Loan Pair will be required to be structured so as to be consistent with the allocation and payment priorities in the related loan documents so that neither the trust as holder of the Chrysler Building Mortgage Loan nor the Chrysler Building Companion Loan Noteholder gains a priority over the other holder that is not reflected in the related loan documents. Further, to the extent consistent with the Servicing Standard, taking into account the subordinate position of the Chrysler Building Companion Loan-- o no waiver, reduction or deferral of any amounts due on the Chrysler Building Mortgage Loan will be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the Chrysler Building Companion Loan, and o no reduction of the mortgage interest rate of the Chrysler Building Mortgage Loan, excluding any Post-ARD Additional Interest, may be effected prior to the reduction of the mortgage interest rate of the Chrysler Building Companion Loan, excluding any Post-ARD Additional Interest, to the maximum extent possible. The special servicer and master servicer will each be required to notify the trustee of any modification, waiver or amendment of any term of any mortgage loan, and to deliver to the trustee, for deposit in the related mortgage file, an original counterpart of the agreement relating to modification, waiver or amendment agreed to by it, promptly following its execution. Upon reasonable prior written notice to the trustee, copies of each agreement by which any modification, waiver or amendment of any term of any mortgage loan is effected are required to be available for review during normal business hours at the offices of the trustee. See "Description of the Offered Certificates--Reports to Certificateholders; Available Information" in this prospectus supplement.  REQUIRED APPRAISALS Within a specified number of days after the date on which any Appraisal Trigger Event has occurred with respect to any of the pooled mortgage loans, the special servicer must obtain, and deliver to the trustee a copy of, an appraisal of the related mortgaged real property, from an independent appraiser meeting the qualifications imposed in the pooling and servicing agreement, unless an appraisal had previously been obtained within the prior 12 months and the special servicer believes, in accordance with the Servicing Standard, there has been no subsequent material change in the circumstances surrounding that property that would draw into question the applicability of that appraisal. Notwithstanding the foregoing, if the Stated Principal Balance of the subject mortgage loan is less than $2,000,000, the special servicer may perform an internal valuation of the mortgaged real property instead of obtaining an appraisal. Also notwithstanding the foregoing, if the portion of the Stated Principal Balance of the subject mortgage loan that has been allocated to any particular mortgaged real property, assuming there is more than one mortgaged property securing the related mortgage loan, is less than $2,000,000, the special servicer may perform an internal valuation of the particular mortgaged real property instead of obtaining an appraisal. As a result of any appraisal or other valuation, it may be determined that an Appraisal Reduction Amount exists with respect to the subject mortgage loan. An Appraisal Reduction Amount is relevant to the determination of the amount of any advances required to be made with respect to the affected mortgage loan. The Appraisal Reduction Amount for any mortgage loan will be determined following either-- S-76
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o the occurrence of the Appraisal Trigger Event, if no new appraisal or estimate is required or obtained, or o the receipt of a new appraisal or estimate, if one is required and obtained. See "Description of the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" in this prospectus supplement. If an Appraisal Trigger Event occurs with respect to any mortgage loan in the trust, then the special servicer will have an ongoing obligation to obtain or perform, as applicable, on or about each anniversary of the occurrence of that Appraisal Trigger Event, an update of the prior required appraisal or other valuation. Based upon that update, the special servicer is to redetermine and report to the trustee and the master servicer the new Appraisal Reduction Amount, if any, with respect to the mortgage loan. This ongoing obligation will cease, except in the case of a mortgage loan as to which the Appraisal Trigger Event was the expiration of five years following the initial extension of its maturity, if and when-- o if the subject mortgage loan had become a specially serviced mortgage loan, it has become a worked-out mortgage loan as contemplated under "--General" above, o the subject mortgage loan has remained current for at least three consecutive monthly debt service payments, and o no other Appraisal Trigger Event has occurred with respect to the subject mortgage loan during the preceding three months. The cost of each required appraisal, and any update of that appraisal, will be advanced by the special servicer or, at its request, by the master servicer and will be reimbursable to the special servicer or the master servicer, as the case may be, as a servicing advance. At any time that an Appraisal Reduction Amount exists with respect to any mortgage loan in the trust, the series 2001-C3 controlling class representative or, if the subject mortgage loans are the Chrysler Building Loan Pair, the Chrysler Building Companion Loan Noteholder will be entitled, at its own expense, to obtain and deliver to the master servicer, the special servicer and the trustee an appraisal that satisfies the criteria for a required appraisal. Upon request of the series 2001-C3 controlling class representative or the Chrysler Building Companion Loan Noteholder, as the case may be, the special servicer will be required to recalculate the Appraisal Reduction Amount with respect to the subject mortgage loan based on that appraisal and to report the recalculated Appraisal Reduction Amount to the master servicer.  CUSTODIAL ACCOUNT  General. The master servicer will be required to establish and maintain a custodial account for purposes of holding payments and other collections that it receives with respect to the pooled mortgage loans. Payments and collections received in respect of the Chrysler Building Companion Loan will not be deposited in the custodial account. That custodial account must be maintained in a manner and with a depository institution that satisfies rating agency standards for securitizations similar to the one involving the offered certificates. The funds held in the master servicer's custodial account may be held as cash or invested in Permitted Investments. Any interest or other income earned on funds in the master servicer's custodial account will be paid to the master servicer as additional compensation subject to the limitations set forth in the pooling and servicing agreement. Deposits. Under the pooling and servicing agreement, the master servicer is required to deposit or cause to be deposited in its custodial account within one business day following receipt, in the case of payments and other collections on the pooled mortgage loans, or as otherwise required under the pooling and servicing agreement, the following payments and collections received or made by or on behalf of the master servicer with respect to the mortgage pool subsequent to the date of initial issuance of the offered certificates, other than monthly debt service payments due on or before the cut-off date, which monthly debt service payments belong to the related mortgage loan seller: o all payments on account of principal on the mortgage loans, including principal prepayments; o all payments on account of interest on the mortgage loans, including Default Interest and Post-ARD Additional Interest; o all prepayment premiums, yield maintenance charges and late payment charges collected with respect to the mortgage loans; S-77
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o all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds collected on the pooled mortgage loans, except to the extent that any of those proceeds are to be deposited in the special servicer's REO account; o any amounts required to be deposited by the master servicer in connection with losses incurred with respect to Permitted Investments of funds held in the custodial account; o all payments required to be paid by the master servicer or the special servicer with respect to any deductible clause in any blanket insurance policy as described under "--Maintenance of Insurance" below; o any amount required to be transferred from the special servicer's REO account; and o any amounts required to be transferred from any debt service reserve accounts with respect to the mortgage loans. Upon receipt of any of the amounts described in the first four bullets of the prior paragraph with respect to any specially serviced mortgage loan in the trust, the special servicer is required to promptly remit those amounts to the master servicer for deposit in the master servicer's custodial account. Withdrawals. The master servicer may make withdrawals from its custodial account for any of the following purposes, which are not listed in any order of priority: 1. to remit to the trustee for deposit in the trustee's collection account described under "Description of the Offered Certificates--Collection Account" in this prospectus supplement, on the business day preceding each payment date, all payments and other collections on the mortgage loans and any REO Properties in the trust that are then on deposit in the custodial account, exclusive of any portion of those payments and other collections that represents one or more of the following-- (a) monthly debt service payments due on a due date subsequent to the end of the related collection period, (b) payments and other collections received after the end of the related collection period, and (c) amounts that are payable or reimbursable from the custodial account to any person other than the series 2001-C3 certificateholders in accordance with any of clauses 3. through 20. below; 2. to apply amounts held for future distribution on the series 2001-C3 certificates to make advances to cover delinquent scheduled debt service payments, other than balloon payments, as and to the extent described under "Description of the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" in this prospectus supplement; 3. to reimburse the fiscal agent, the trustee, itself or the special servicer, as applicable, for any unreimbursed advances made by that party under the pooling and servicing agreement, which reimbursement is to be made out of collections on the mortgage loan or REO Property as to which the advance was made; 4. to pay itself earned and unpaid master servicing fees in respect of each mortgage loan in the trust, which payment is first to be made out of amounts received on or with respect to that mortgage loan that are allocable as a recovery of interest and then, if the subject pooled mortgage loan and any related REO Property has been liquidated, out of general collections on the mortgage loans and any REO Properties in the trust; 5. to pay the special servicer, out of general collections on the mortgage loans and any REO Properties in the trust, earned and unpaid special servicing fees with respect to each mortgage loan in the trust that is either-- (a) a specially serviced mortgage loan, or (b) a mortgage loan as to which the related mortgaged real property has become an REO Property; 6. to pay the special servicer earned and unpaid workout fees and liquidation fees to which it is entitled with respect to any pooled mortgage loan, which payment is to be made from the sources described under "--Servicing and Other Compensation and Payment of Expenses" above; 7. to reimburse the fiscal agent, the trustee, itself or the special servicer, as applicable, out of general collections on the mortgage loans and any REO Properties in the trust, for any unreimbursed advance made by that party under the pooling and servicing agreement that has been determined not to be ultimately recoverable as described in clause 3. above; S-78
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8. to pay the fiscal agent, the trustee, itself or the special servicer, as applicable, unpaid interest on any advance made by and then being reimbursed to that party under the pooling and servicing agreement, which payment is to be made out of Default Interest and late payment charges received with respect to any pooled mortgage loan during the collection period in which the advance is reimbursed; 9. to pay unpaid expenses, other than interest on advances covered by clause 8. above, and other than special servicing fees, workout fees and liquidation fees, that were incurred with respect to any pooled mortgage loan or related REO Property and that, if paid from a source other than the late payment charges and Default Interest referred to below in this clause 9., would constitute Additional Trust Fund Expenses, which payment is to be made out of Default Interest and late payment charges received with respect to any pooled mortgage loan, to the extent such amounts have not been otherwise applied according to clause 8. above; 10. in connection with the reimbursement of advances as described in clause 3. or 7. above, to pay the fiscal agent, the trustee, itself or the special servicer, as the case may be, out of general collections on the mortgage loans and any REO Properties in the trust, any interest accrued and payable on that advance and not otherwise payable under clause 8. above; 11. to pay itself any items of additional master servicing compensation on deposit in the custodial account as discussed under "--Servicing and Other Compensation and Payment of Expenses--Additional Master Servicing Compensation" above; 12. to pay the special servicer any items of additional special servicing compensation on deposit in the custodial account as discussed under "--Servicing and Other Compensation and Payment of Expenses--Additional Special Servicing Compensation" above; 13. to pay, out of general collections on the mortgage loans and any REO Properties in the trust, any servicing expenses that would, if advanced, be nonrecoverable as described in clause 3. above; 14. to pay, out of general collections on the mortgage loans and any REO Properties in the trust, for costs and expenses incurred by the trust in connection with the remediation of adverse environmental conditions at any mortgaged real property that secures a defaulted mortgage loan in the trust; 15. to pay the fiscal agent, the trustee, itself, the special servicer, us or any of their or our respective members, managers, directors, officers, employees and agents, as the case may be, out of general collections on the mortgage loans and any REO Properties in the trust, any of the reimbursements or indemnities to which we or any of those other persons or entities are entitled as described under "Description of the Governing Documents--Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us" and "--Matters Regarding the Trustee" in the accompanying prospectus; 16. to pay, out of general collections on the mortgage loans and any REO Properties in the trust, for the cost of an independent appraiser or other expert in real estate matters as required under the pooling and servicing agreement; 17. to pay, out of general collections on the mortgage loans and any REO Properties in the trust, for the cost of certain advice of counsel and tax accountants, the cost of various opinions of counsel, the cost of recording the pooling and servicing agreement and the cost of the trustee's transferring mortgage files to a successor after having been terminated by series 2001-C3 certificateholders without cause, all as set forth in the pooling and servicing agreement; 18. with respect to each mortgage loan purchased out of the trust, to pay to the purchaser all amounts received on that mortgage loan following the purchase; 19. to pay any other items described in this prospectus supplement as being payable from the custodial account; 20. to withdraw amounts deposited in the custodial account in error; and 21. to clear and terminate the custodial account upon the termination of the pooling and servicing agreement. The pooling and servicing agreement will prohibit the application of amounts received on the Chrysler Building Companion Loan to cover expenses payable or reimbursable out of general collections on non-related mortgage loans and REO Properties in the trust. S-79
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MAINTENANCE OF INSURANCE The pooling and servicing agreement will require the master servicer or the special servicer, as applicable, consistent with the Servicing Standard, to cause to be maintained for each mortgaged real property all insurance coverage as is required under the related mortgage loan. Any holder of a certificate that belongs to the series 2001-C3 controlling class may request that earthquake insurance be secured for one or more mortgaged real properties by the related borrower, to the extent that insurance may reasonably be obtained and to the extent the related mortgage loan requires the borrower to obtain earthquake insurance at the mortgagee's request. The pooling and servicing agreement will require the special servicer, consistent with the Servicing Standard, to cause to be maintained for each REO Property no less insurance coverage than was previously required of the applicable borrower under the related mortgage loan. If either the master servicer or the special servicer obtains and maintains a blanket policy insuring against hazard losses on all the mortgage loans and/or REO Properties that it is required to service and administer, then, to the extent such policy-- o is obtained from an insurer having a claims-paying ability or financial strength rating that meets, or whose obligations are guaranteed by an entity having a claims-paying ability or financial strength rating that meets, the requirements of the pooling and servicing agreement, and o provides protection equivalent to the individual policies otherwise required, the master servicer or the special servicer, as the case may be, will be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related mortgaged real properties and/or REO Properties. That blanket policy may contain a customary deductible clause, except that if there has not been maintained on the related mortgaged real property or REO Property an individual hazard insurance policy complying with the requirements described above in this "--Maintenance of Insurance" section, and there occur one or more losses that would have been covered by an individual policy, then the master servicer or special servicer, as appropriate, must, subject to the following sentence, promptly deposit into the master servicer's custodial account, with respect to each such loss, the lesser of (a) the portion of the actual loss that would have been covered by an individual policy, taking into account any deductible clause, and (b) the amount, if any, by which the deductible limitation under the blanket policy exceeds the deductible limitation that pertained to that individual policy or, in the absence of any such specified deductible limitation, an assumed deductible limitation for an individual policy which is consistent with the Servicing Standard.  REALIZATION UPON DEFAULTED MORTGAGE LOANS; SALE OF DEFAULTED MORTGAGE LOANS AND REO PROPERTIES The pooling and servicing agreement grants to the master servicer, the special servicer and any single certificateholder or group of certificateholders of the series 2001-C3 controlling class, a right to purchase from the trust defaulted mortgage loans in the priority described in the next paragraph. If the special servicer has determined that any defaulted mortgage loan will become subject to foreclosure or similar proceedings, the special servicer must give prompt written notice of its determination to the trustee and the master servicer. The trustee will then be required, within 10 days after receipt of that notice, to provide a similar notice to all certificateholders of the series 2001-C3 controlling class. Any single certificateholder or group of certificateholders of the series 2001-C3 controlling class may, at its or their option, within 10 business days after receiving the notice from the trustee, purchase that defaulted mortgage loan from the trust, at a cash price generally equal to the sum of-- o the outstanding principal balance of the mortgage loan, o all accrued and unpaid interest on the mortgage loan, other than Default Interest and Post-ARD Additional Interest, o all unreimbursed servicing advances with respect to the mortgage loan, and o all unpaid interest accrued on advances made by the master servicer, the special servicer, the trustee and/or the fiscal agent with respect to that mortgage loan. If two or more separate certificateholders or groups of certificateholders of the series 2001-C3 controlling class want to purchase the defaulted mortgage loan, preference will be given to the certificateholder or group of certificateholders with the largest interest in the series 2001-C3 controlling class. If certificateholders of the series 2001-C3 controlling class have not S-80
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purchased that defaulted mortgage loan within 10 business days of their having received the relevant notice, then for a limited period, either the special servicer or the master servicer, in that order of priority, may at its option purchase the defaulted mortgage loan from the trust at the same cash price as was applicable for the certificateholders of the series 2001-C3 controlling class. The special servicer may offer to sell, on behalf of the trust, any defaulted mortgage loan not otherwise purchased as described in the preceding paragraph, if and when the special servicer determines that a sale would be in the best economic interests of the series 2001-C3 certificateholders, as a collective whole. Any offer must be made in a commercially reasonable manner for a period of not less than 10 days. Subject to the discussion in the next paragraph and under "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above, the special servicer will be required to accept the highest cash bid received from any person that is a fair price, determined in accordance with the pooling and servicing agreement, for the mortgage loan. The special servicer will not be obligated to accept the highest cash bid if the special servicer determines, in accordance with the Servicing Standard, that rejection of the highest cash bid would be in the best interests of the series 2001-C3 certificateholders and, in the case of an REO Property relating to the Chrysler Building Loan Pair, the Chrysler Building Companion Loan Noteholder, as a collective whole. Furthermore, subject to the discussion under "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above, the special servicer may accept a lower cash bid from any person or entity other than itself or an affiliate if it determines, in accordance with the Servicing Standard, that acceptance of the bid would be in the best interests of the series 2001-C3 certificateholders and, in the case of an REO Property relating to the Chrysler Building Loan Pair, the Chrysler Building Companion Loan Noteholder, as a collective whole. For example, the prospective buyer making the lower bid may be more likely to perform its obligations or the terms, other than the price, offered by the prospective buyer making the lower bid are more favorable. The special servicer may purchase a defaulted mortgage loan offered for sale as described in the preceding two paragraphs, provided that there are at least two other independent bidders and the special servicer makes the highest cash bid. Any purchase of a defaulted mortgage loan by the special servicer as described in the preceding sentence will be subject to the trustee's confirmation that the price being paid for the mortgage loan is a fair price, determined in accordance with the pooling and servicing agreement. Neither the trustee, in its individual capacity, nor any of its affiliates may bid for or purchase from the trust any defaulted mortgage loan or any REO Property. In connection with the sale of any defaulted mortgage loan on behalf of the trust, the special servicer may charge prospective bidders, and retain, fees that approximate the special servicer's actual costs in the preparation and delivery of information pertaining to the sales or evaluating bids without obligation to deposit the amounts into its collection account. If the Chrysler Building Mortgage Loan has become a specially serviced mortgage loan and, further, any scheduled payment of principal and/or interest on that mortgage loan or the Chrysler Building Companion Loan is at least 60 days delinquent, the Chrysler Building Companion Loan Noteholder or its designee will be entitled to purchase that mortgage loan as, and at the price, described under "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan--The Co-Lender Agreement" in this prospectus supplement. If a default on a pooled mortgage loan has occurred or, in the special servicer's judgment, a payment default is imminent, then, subject to the discussion under "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above, the special servicer may, on behalf of the trust, take any of the following actions: o institute foreclosure proceedings; o exercise any power of sale contained in the related mortgage instrument; o obtain a deed in lieu of foreclosure; or o otherwise acquire title to the corresponding mortgaged real property, by operation of law or otherwise. Notwithstanding the foregoing, the special servicer may not, on behalf of the trust, obtain title to a mortgaged real property by foreclosure, deed in lieu of foreclosure or otherwise, or take any other action with respect to any mortgaged real property, if, as a result of that action, the trustee, on behalf of the series 2001-C3 certificateholders, could, in the judgment of the special servicer exercised in accordance with the Servicing Standard, be considered to hold title to, to be a mortgagee-in-possession of, or to be an owner or operator of, that mortgaged real property within the meaning of CERCLA or any comparable law, unless: S-81
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o the special servicer has previously determined in accordance with the Servicing Standard, based on a report prepared by a person who regularly conducts environmental audits, that the mortgaged real property is in compliance with applicable environmental laws and regulations and there are no circumstances or conditions present at the mortgaged real property that have resulted in any contamination for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or o in the event that the determination described in the preceding bullet cannot be made-- 1. the special servicer has previously determined in accordance with the Servicing Standard, on the same basis as described in the preceding bullet, that it would maximize the recovery to the series 2001-C3 certificateholders and, if the subject mortgaged real property is the Chrysler Building Mortgaged Property, the Chrysler Building Companion Loan Noteholder, as a collective whole, on a present value basis to acquire title to or possession of the mortgaged real property and to take such remedial, corrective and/or other further actions as are necessary to bring the mortgaged real property into compliance with applicable environmental laws and regulations and to appropriately address any of the circumstances and conditions referred to in the preceding bullet, and 2. either-- (a) the series 2001-C3 controlling class representative or the Chrysler Building Companion Loan Noteholder, as applicable, has not objected to the special servicer's doing so, or (b) if the series 2001-C3 controlling class representative or the Chrysler Building Companion Loan Noteholder, as applicable, has objected, that objection is, in the special servicer's judgment, contrary to the Servicing Standard. See "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder--Rights and Powers of the Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above and "Legal Aspects of Mortgage Loans--Environmental Considerations" in the accompanying prospectus. The cost of any environmental testing will be covered by, and reimbursable as, a servicing advance, and the cost of any remedial, corrective or other further action contemplated by the second bullet of the preceding paragraph will generally be payable directly out of the master servicer's custodial account. If neither of the conditions set forth in the two bullets of the second preceding paragraph has been satisfied with respect to any mortgaged real property securing a defaulted mortgage loan, the special servicer will be required to take such action as is in accordance with the Servicing Standard, other than proceeding against the mortgaged real property. In connection with the foregoing, the special servicer may, on behalf of the trust, but subject to the discussion under "--The Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder--Rights and Powers of the Series 2001-C3 Controlling Class Representative and the Chrysler Building Companion Loan Noteholder" above, release all or a portion of the mortgaged real property from the lien of the related mortgage. However, if the affected mortgage loan has a then outstanding principal balance greater than $1 million, then prior to the special servicer's effecting that release the following conditions, among others, must be satisfied: o the special servicer must have notified the trustee, among others, o the trustee must have notified the series 2001-C3 certificateholders, o the holders of series 2001-C3 certificates entitled to a majority of the voting rights must not have objected to the release within 30 days of their having been notified, and o either the series 2001-C3 controlling class representative or the Chrysler Building Companion Loan Noteholder, as applicable, must not have objected to the release or, if it did, that objection was, in the special servicer's judgment, inconsistent with the Servicing Standard. If Liquidation Proceeds collected with respect to a defaulted mortgage loan in the trust are less than the outstanding principal balance of the defaulted mortgage loan, together with accrued interest on and reimbursable expenses incurred by the special servicer and/or the master servicer in connection with that mortgage loan, then the trust will realize a loss in the amount of the shortfall. The special servicer and/or the master servicer will be entitled to reimbursement out of the Liquidation Proceeds recovered on any defaulted mortgage loan, prior to the payment of the Liquidation Proceeds to the series 2001-C3 certificateholders, for-- S-82
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o any and all amounts that represent unpaid servicing compensation with respect to the mortgage loan, o unreimbursed servicing expenses incurred with respect to the mortgage loan, and o any unreimbursed advances of delinquent payments made with respect to the mortgage loan. In addition, amounts otherwise payable on the series 2001-C3 certificates may be further reduced by interest payable to the master servicer and/or special servicer on the servicing expenses and advances.  REO PROPERTIES If title to any mortgaged real property is acquired by the special servicer on behalf of the trust, then the special servicer will be required to sell that property not later than the end of the third calendar year--or, in the case of "qualified healthcare properties" within the meaning of Section 856(e)(6) of the Code, the second calendar year--following the year of acquisition, unless-- o the IRS grants an extension of time to sell the property, or o the special servicer obtains an opinion of independent counsel generally to the effect that the holding of the property subsequent to the end of the third calendar year--or, in the case of "qualified healthcare properties" within the meaning of Section 856(e)(6) of the Code, the second calendar year--following the year in which the acquisition occurred will not result in the imposition of a tax on the trust assets or cause any of REMIC I, REMIC II or REMIC III or any individual loan REMIC to fail to qualify as a REMIC under the Internal Revenue Code of 1986. Subject to the foregoing, the special servicer will generally be required to solicit cash offers for any REO Property held by the trust in a manner that will be reasonably likely to realize a fair price for the property. The special servicer may retain an independent contractor to operate and manage the REO Property. The retention of an independent contractor will not relieve the special servicer of its obligations with respect to the REO Property. Regardless of whether the special servicer applies for or is granted an extension of time to sell the property, the special servicer must act in accordance with the Servicing Standard to liquidate the property on a timely basis. If an extension is granted or opinion given, the special servicer must sell the REO Property within the period specified in the extension or opinion, as the case may be. In general, the special servicer or an independent contractor employed by the special servicer at the expense of the trust will be obligated to operate and manage any REO Property held by the trust in a manner that: o maintains its status as foreclosure property under the REMIC provisions of the Internal Revenue Code, and o would, to the extent commercially reasonable and consistent with the preceding bullet, maximize the trust's net after-tax proceeds from that property without materially impairing the special servicer's ability to sell the REO Property promptly at a fair price. The special servicer must review the operation of each REO Property held by the trust and consult with the trustee, or any person appointed by the trustee to act as tax administrator, to determine the trust's federal income tax reporting position with respect to the income it is anticipated that the trust would derive from the property. The special servicer could determine that it would not be commercially reasonable to manage and operate the property in a manner that would avoid the imposition of-- o a tax on net income from foreclosure property, within the meaning of Section 857(b)(4)(B) of the Internal Revenue Code, or o a tax on prohibited transactions under Section 860F of the Internal Revenue Code. This determination is most likely to occur in the case of an REO Property that is a hotel or residential health care facility. To the extent that income the trust receives from an REO Property is subject to-- o a tax on net income from foreclosure property, that income would be subject to federal tax at the highest marginal corporate tax rate, which is currently 35%, or o a tax on prohibited transactions, that income would be subject to federal tax at a 100% rate. The determination as to whether income from an REO Property held by the trust would be subject to a tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property. The risk of taxation being imposed on income derived from the operation of foreclosed real property is particularly present in the case of hotel S-83
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or other hospitality properties. Generally, income from an REO Property that is directly operated by the special servicer would be apportioned and classified as service or non-service income. The service portion of the income could be subject to federal tax either at the highest marginal corporate tax rate or at the 100% rate. The non-service portion of the income could be subject to federal tax at the highest marginal corporate tax rate or, although it appears unlikely, at the 100% rate. Any tax imposed on the trust's income from an REO Property would reduce the amount available for payment to the series 2001-C3 certificateholders. See "Federal Income Tax Consequences" in this prospectus supplement and in the accompanying prospectus. The reasonable out-of-pocket costs and expenses of obtaining professional tax advice in connection with the foregoing will be payable out of the master servicer's custodial account. The special servicer will be required to segregate and hold all funds collected and received in connection with any REO Property held by the trust separate and apart from its own funds and general assets. If an REO Property is acquired by the trust, the special servicer will be required to establish and maintain an account for the retention of revenues and other proceeds derived from the REO Property. That REO account must be maintained in a manner and with a depository institution that satisfies rating agency standards for securitizations similar to the one involving the offered certificates. The special servicer will be required to deposit, or cause to be deposited, in its REO account, upon receipt, all net income, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received with respect to each REO Property held by the trust. The funds held in this REO account may be held as cash or invested in Permitted Investments. Any interest or other income earned on funds in the special servicer's REO account will be payable to the special servicer, subject to the limitations described in the pooling and servicing agreement. The special servicer will be required to withdraw from its REO account funds necessary for the proper operation, management, leasing, maintenance and disposition of any REO Property held by the trust, but only to the extent of amounts on deposit in the account relating to that particular REO Property. Promptly following the end of each collection period, the special servicer will be required to withdraw from the REO account and deposit, or deliver to the master servicer for deposit, into the master servicer's custodial account the total of all amounts received with respect to each REO Property held by the trust during that collection period, net of-- o any withdrawals made out of those amounts as described in the preceding sentence, and o any portion of those amounts that may be retained as reserves as described in the next sentence. The special servicer may, subject to the limitations described in the pooling and servicing agreement, retain in its REO account that portion of the proceeds and collections as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of the related REO Property, including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses. The special servicer must keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO account.  INSPECTIONS; COLLECTION OF OPERATING INFORMATION The special servicer will be required to perform or cause to be performed a physical inspection of a mortgaged real property as soon as practicable after the related pooled mortgage loan becomes a specially serviced mortgage loan and annually thereafter for so long as the related pooled mortgage loan remains a specially serviced mortgage loan, provided that the cost of each of those inspections will be reimbursable to the special servicer as a servicing advance. In addition, the special servicer must perform or cause to be performed a physical inspection of each of the REO Properties at least once per calendar year, provided that the cost of each of those inspections will be reimbursable to the special servicer as a servicing advance. Beginning in 2002, the master servicer will be required at its expense to perform or cause to be performed a physical inspection of each mortgaged real property securing a non-specially serviced mortgage loan-- o at least once every two calendar years in the case of mortgaged real properties securing pooled mortgage loans that have outstanding principal balances, or with allocated loan amounts, of $2,000,000 or less, and o at least once every calendar year in the case of all other mortgaged real properties. The master servicer and the special servicer will each be required to prepare or cause to be prepared and deliver to the trustee a written report of each of the inspections performed by it that generally describes the condition of the mortgaged real property and that specifies the existence of any sale, transfer or abandonment of the mortgaged real property or any material change in its condition or value. S-84
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The special servicer, in the case of any specially serviced mortgage loans, and the master servicer, in the case of all other mortgage loans, will also be required, consistent with the Servicing Standard, to use reasonable efforts to collect from the related borrowers and review the quarterly and annual operating statements and related rent rolls with respect to each of the related mortgaged real properties and REO Properties. The special servicer will be required to deliver to the master servicer copies of the operating statements and rent rolls it collects. The master servicer will be required to prepare, based on reports generated by itself and the special servicer, and deliver to the trustee, upon request, an operating statement analysis report with respect to each mortgaged real property and REO Property for the applicable period. See "Description of the Offered Certificates--Reports to Certificateholders; Available Information" in this prospectus supplement. Each of the mortgage loans requires the related borrower to deliver an annual property operating statement or other annual financial information. The foregoing notwithstanding, there can be no assurance that any operating statements required to be delivered will in fact be delivered, nor are the master servicer and the special servicer likely to have any practical means of compelling their delivery in the case of an otherwise performing mortgage loan.  EVIDENCE AS TO COMPLIANCE No later than April 30 of each year, beginning in 2002, each of the master servicer and the special servicer must: o at its expense, cause a firm of independent public accountants, that is a member of the American Institute of Certified Public Accountants to furnish a statement to the trustee, among others, to the effect that-- 1. the firm has obtained a letter of representation regarding certain matters from the management of the master servicer or special servicer, as applicable, which includes an assertion that the master servicer or special servicer, as applicable, has complied with minimum mortgage loan servicing standards, to the extent applicable to commercial and multifamily mortgage loans, identified in the Uniform Single Attestation Program for Mortgage Bankers established by the Mortgage Bankers Association of America, with respect to the servicing of commercial and multifamily mortgage loans during the most recently completed calendar year, and 2. on the basis of an examination conducted by the firm in accordance with standards established by the American Institute of Certified Public Accountants, that representation is fairly stated in all material respects, subject to those exceptions and other qualifications that may be appropriate; except that, in rendering its report the firm may rely, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with the same standards, rendered within one year of such report, with respect to those sub-servicers; and o deliver to the trustee, among others, a statement signed by an officer of the master servicer or the special servicer, as the case may be, to the effect that, to the best knowledge of that officer, the master servicer or special servicer, as the case may be, has fulfilled its material obligations under the pooling and servicing agreement in all material respects throughout the preceding calendar year or the portion of that year during which the series 2001-C3 certificates were outstanding. Copies of the above-mentioned annual accountants' statement and officer's certificate of each of the master servicer and the special servicer will be made available to series 2001-C3 certificateholders, at their expense, upon written request to the trustee.  EVENTS OF DEFAULT Each of the following events, circumstances and conditions will be considered events of default under the pooling and servicing agreement: o the master servicer or the special servicer fails to deposit, or to remit to the appropriate party for deposit, into the master servicer's custodial account or the special servicer's REO account, as applicable, any amount required to be so deposited, which failure is not remedied within one business day following the date on which the deposit or remittance was required to be made; o the master servicer fails to remit to the trustee for deposit in the trustee's collection account any amount required to be so remitted, and that failure continues unremedied until 11:00 a.m., New York City time, on the applicable payment date, or the master servicer fails to make in a timely manner any payments required to be made to the Chrysler Building Companion Loan Noteholder; S-85
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o the master servicer or the special servicer fails to timely make any servicing advance required to be made by it under the pooling and servicing agreement, and that failure continues unremedied for three business days following the date on which notice has been given to the master servicer or the special servicer, as the case may be, by the trustee; o the master servicer or the special servicer fails to observe or perform in any material respect any of its other covenants or agreements under the pooling and servicing agreement, and that failure continues unremedied for 30 days or, if the responsible party is diligently attempting to remedy the failure, 60 days after written notice of the failure has been given to the master servicer or the special servicer, as the case may be, by any other party to the pooling and servicing agreement, by series 2001-C3 certificateholders entitled to not less than 25% of the voting rights for the series or, if affected by the failure, by the Chrysler Building Companion Loan Noteholder; o it is determined that there is a breach by the master servicer or the special servicer of any of its representations or warranties contained in the pooling and servicing agreement that materially and adversely affects the interests of any class of series 2001-C3 certificateholders or the Chrysler Building Companion Loan Noteholder, and that breach continues unremedied for 30 days or, if the responsible party is diligently attempting to cure the breach, 60 days after written notice of the breach has been given to the master servicer or the special servicer, as the case may be, by any other party to the pooling and servicing agreement, by series 2001-C3 certificateholders entitled to not less than 25% of the voting rights for the series or, if affected by the breach, by the Chrysler Building Companion Loan Noteholder; o a decree or order of a court having jurisdiction in an involuntary case for the appointment of a receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings is entered against the master servicer or the special servicer and the decree or order remains in force for a period of 60 days; o the master servicer or special servicer consents to the appointment of a receiver, liquidator, trustee or similar official of or relating to it or all or substantially all of its property; o the master servicer or special servicer admits in writing its inability to pay its debts or takes other actions indicating its insolvency or inability to pay its obligations; o one or more ratings assigned by Fitch to the series 2001-C3 certificates or any securities backed by the Chrysler Building Companion Loan are qualified, downgraded or withdrawn, or otherwise made the subject of a "negative" credit watch, and Fitch has given written notice to the trustee that such action, is solely or in material part a result of the master servicer or special servicer acting in that capacity; o the master servicer fails to be rated at least CMS3 by Fitch or the special servicer fails to be rated at least CSS3 by Fitch; or o the master servicer or the special servicer is removed from S&P's approved master servicer list or special servicer list, as the case may be, and any of the ratings assigned by S&P to the series 2001-C3 certificates or any securities backed by the Chrysler Building Companion Loan is qualified, downgraded or withdrawn in connection with that removal. When a single entity acts as master servicer and special servicer, an event of default in one capacity will be an event of default in the other capacity.  RIGHTS UPON EVENT OF DEFAULT If an event of default described above under "--Events of Default" occurs with respect to the master servicer or the special servicer and remains unremedied, the trustee will be authorized, and at the direction of the series 2001-C3 certificateholders entitled to not less than 25% of the voting rights for the series or, if it has been adversely affected by the event of default, at the direction of the Chrysler Building Companion Loan Noteholder, the trustee will be required, to terminate all of the rights and obligations of the defaulting party under the pooling and servicing agreement and in and to the trust assets other than any rights the defaulting party may have as a series 2001-C3 certificateholder. Upon any termination, the trustee must either: o succeed to all of the responsibilities, duties and liabilities of the master servicer or special servicer, as the case may be, under the pooling and servicing agreement; or o appoint an established mortgage loan servicing institution to act as successor master servicer or special servicer, as the case may be. S-86
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The holders of series 2001-C3 certificates entitled to a majority of the voting rights for the series may require the trustee to appoint an established mortgage loan servicing institution to act as successor master servicer or special servicer, as the case may be, rather than have the trustee act as that successor. Notwithstanding the foregoing discussion in this "--Rights Upon Event of Default" section, if the master servicer is terminated in the circumstances described above because of the occurrence of any of the events of default described in the last three bullets under "--Events of Default" above, the master servicer will have the right for a period of 45 days, at its expense, to sell its master servicing rights with respect to the mortgage pool to a master servicer whose appointment the rating agencies have confirmed will not result in a qualification, downgrade or withdrawal of any of the then-current ratings of the offered certificates. Notwithstanding the foregoing in this "--Rights Upon Event of Default" section, if an event of default on the part of the master servicer affects only the Chrysler Building Companion Loan, the master servicer may not be terminated but, at the request of the Chrysler Building Companion Loan Noteholder, must appoint a sub-servicer that will be responsible for servicing the Chrysler Building Loan Pair. In general, series 2001-C3 certificateholders entitled to at least 66 2/3% of the voting rights allocated to each class of series 2001-C3 certificates affected by any event of default, together with the Chrysler Building Companion Loan Noteholder if it was adversely affected by the subject event of default, may waive the event of default. However, the events of default described in the first, second, ninth, tenth and eleventh bullets under "--Events of Default" above may only be waived by all of the holders of the affected classes of the series 2001-C3 certificates and, if it was adversely affected by any of those events of default, the Chrysler Building Companion Loan Noteholder. Upon any waiver of an event of default, the event of default will cease to exist and will be deemed to have been remedied for every purpose under the pooling and servicing agreement. The foregoing notwithstanding, if series 2001-C3 certificateholders entitled to at least 66 2/3% of the voting rights allocated to each class of series 2001-C3 certificates desire to waive an event of default described under the fourth bullet under "--Events of Default" above by the master servicer, and the Chrysler Building Companion Loan Noteholder does not want to waive that default, the Chrysler Building Companion Loan Noteholder will be entitled to request that the master servicer appoint a sub-servicer that will be responsible for servicing the Chrysler Building Loan Pair. No series 2001-C3 certificateholder will have the right under the pooling and servicing agreement to institute any suit, action or proceeding with respect to that agreement or any pooled mortgage loan unless-- o that holder previously has given to the trustee written notice of default, o except in the case of a default by the trustee, series 2001-C3 certificateholders entitled to not less than 25% of the voting rights for the 2001-C3 series have made written request to the trustee to institute that suit, action or proceeding in its own name as trustee under the pooling and servicing agreement and have offered to the trustee such reasonable indemnity as it may require, and o except in the case of a default by the trustee, the trustee for 60 days has neglected or refused to institute that suit, action or proceeding. The trustee, however, will be under no obligation to exercise any of the trusts or powers vested in it by the pooling and servicing agreement or to make any investigation of matters arising under that agreement or to institute, conduct or defend any litigation under that agreement or in relation to that agreement at the request, order or direction of any of the series 2001-C3 certificateholders, unless in the trustee's opinion, those certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred as a result of any investigation or litigation. S-87
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DESCRIPTION OF THE OFFERED CERTIFICATES  GENERAL The series 2001-C3 certificates will be issued, on or about July 30, 2001, under the pooling and servicing agreement. They will represent the entire beneficial ownership interest of the trust. The assets of the trust will include: o the pooled mortgage loans; o any and all payments under and proceeds of the pooled mortgage loans received after the cut-off date, exclusive of payments of principal, interest and other amounts due on or before that date; o the loan documents for the pooled mortgage loans; o our rights under our mortgage loan purchase agreement with the UBS Mortgage Loan Seller; o any REO Properties acquired by the trust with respect to defaulted mortgage loans; and o those funds or assets as from time to time are deposited in the master servicer's custodial account, the special servicer's REO account, the trustee's collection account described under "--Collection Account" below or the trustee's interest reserve account described under "--Payments--Interest Reserve Account" below. The series 2001-C3 certificates will include the following classes: o the A-1, A-2, B, C and D classes, which are the classes of series 2001-C3 certificates that are offered by this prospectus supplement, and o the X, E, F, G, H, J, K, L, M, N, P, Q, R-LR, R-I, R-II and R-III classes, which are the classes of series 2001-C3 certificates that-- 1. will be retained or privately placed by us, and 2. are not offered by this prospectus supplement. The class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates are the certificates that will have principal balances. The principal balance of any of these certificates will represent the total payments of principal to which the holder of the certificate is entitled over time out of payments, or advances in lieu of payments, and other collections on the assets of the trust. Accordingly, on each payment date, the principal balance of each of these certificates will be permanently reduced by any payments of principal actually made with respect to the certificate on that payment date. See "--Payments" below. On any particular payment date, the principal balance of each of these certificates may also be permanently reduced, without any corresponding payment, in connection with losses on the underlying mortgage loans and default-related and otherwise unanticipated expenses of the trust. See "--Reductions in Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below. The class X certificates will not have principal balances, and the holders of the class X certificates will not be entitled to receive payments of principal. Each class X certificate will have a notional amount for purposes of calculating the accrual of interest with respect to that certificate. The total notional amount of all the class X certificates will equal the total principal balance of all the class A-1, A-2, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates outstanding from time to time. In general, principal balances and notional amounts will be reported on a class-by-class basis. In order to determine the principal balance of any of your offered certificates from time to time, you may multiply the original principal balance of that certificate as of the date of initial issuance of the offered certificates, as specified on the face of that certificate, by the then applicable certificate factor for the relevant class. The certificate factor for any class of offered certificates, as of any date of determination, will equal a fraction, expressed as a percentage, the numerator of which will be the then outstanding total principal balance of that class, and the denominator of which will be the original total principal balance of that class. Certificate factors will be reported monthly in the trustee's payment date statement.  REGISTRATION AND DENOMINATIONS  General. The offered certificates will be issued in book-entry form in original denominations of $10,000 initial principal balance and in any additional whole dollar denominations. S-88
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Each class of offered certificates will initially be represented by one or more certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company. You will not be entitled to receive an offered certificate issued in fully registered, certificated form, except under the limited circumstances described in the accompanying prospectus under "Description of the Certificates--Book-Entry Registration". For so long as any class of offered certificates is held in book-entry form-- o all references to actions by holders of those certificates will refer to actions taken by DTC upon instructions received from beneficial owners of those certificates through its participating organizations, and o all references in this prospectus supplement to payments, notices, reports, statements and other information to holders of those certificates will refer to payments, notices, reports and statements to DTC or Cede & Co., as the registered holder of those certificates, for payment to beneficial owners of offered certificates through its participating organizations in accordance with DTC's procedures. The trustee will initially serve as registrar for purposes of providing for the registration of the offered certificates and, if and to the extent physical certificates are issued to the actual beneficial owners of any of the offered certificates, the registration of transfers and exchanges of those certificates. For a discussion of DTC, see "Description of the Certificates--Book-Entry Registration" in the accompanying prospectus.  COLLECTION ACCOUNT  General. The trustee must establish and maintain an account in which it will hold funds pending their payment on the series 2001-C3 certificates and from which it will make those payments. That collection account must be maintained in a manner and with a depository institution that satisfies rating agency standards for securitizations similar to the one involving the offered certificates. Funds held in the trustee's collection account will remain uninvested. Deposits. On the business day prior to each payment date, the master servicer will be required to remit to the trustee for deposit in the collection account the following funds: o All payments and other collections on the mortgage loans and any REO Properties in the trust that are then on deposit in the master servicer's custodial account, exclusive of any portion of those payments and other collections that represents one or more of the following: 1. monthly debt service payments due on a due date subsequent to the end of the related collection period; 2. payments and other collections received after the end of the related collection period; 3. amounts that are payable or reimbursable from the master servicer's custodial account to any person other than the series 2001-C3 certificateholders, including-- (a) amounts payable to the master servicer or the special servicer as compensation, as described under "Servicing of the Underlying Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement, (b) amounts payable in reimbursement of outstanding advances, together with interest on those advances, and (c) amounts payable with respect to other expenses of the trust; and 4. amounts deposited in the master servicer's custodial account in error. o Any advances of delinquent monthly debt service payments made on the pooled mortgage loans with respect to that payment date. o Any payments made by the master servicer to cover Prepayment Interest Shortfalls incurred during the related collection period. See "--Advances of Delinquent Monthly Debt Service Payments" below and "Servicing of the Underlying Mortgage Loans--Custodial Account" and "--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. S-89
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With respect to each payment date that occurs during March, commencing in March 2002, the trustee will be required to transfer from its interest reserve account, which we describe under "--Interest Reserve Account" below, to its collection account the interest reserve amounts that are then being held in that interest reserve account with respect to those pooled mortgage loans that accrue interest on an Actual/360 Basis. Withdrawals. The trustee may from time to time make withdrawals from its collection account for any of the following purposes: o to pay itself a monthly fee which is described under "--The Trustee" below; o to indemnify itself and various related persons as described under "Description of the Governing Documents--Matters Regarding the Trustee" in the accompanying prospectus, and to make comparable indemnifications with respect to the fiscal agent; o to pay for various opinions of counsel required to be obtained in connection with any amendments to the pooling and servicing agreement and the administration of the trust; o to pay any federal, state and local taxes imposed on the trust, its assets and/or transactions, together with all incidental costs and expenses, that are required to be borne by the trust as described under "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus and "Servicing of the Underlying Mortgage Loans--REO Properties" in this prospectus supplement; o with respect to each payment date during January of 2002 or any year thereafter that is not a leap year or during February of 2002 or any year thereafter, to transfer to the trustee's interest reserve account the interest reserve amounts required to be so transferred in that month with respect to those pooled mortgage loans that accrue interest on an Actual/360 Basis; and o to pay to the person entitled thereto any amounts deposited in the collection account in error. On each payment date, all amounts on deposit in the trustee's collection account, exclusive of any portion of those amounts that are to be withdrawn for the purposes contemplated in the foregoing paragraph, will be withdrawn and applied to make payments on the series 2001-C3 certificates. For any payment date, those funds will consist of three separate components-- o the portion of those funds that represent prepayment consideration collected on the pooled mortgage loans as a result of voluntary or involuntary prepayments that occurred during the related collection period, which will be paid to the holders of the class A-1, A-2, B, C, D, E, F, G and/or X certificates, as described under "--Payments--Payments of Prepayment Premiums and Yield Maintenance Charges" below, o the portion of those funds that represent Post-ARD Additional Interest collected on the ARD Loans in the trust during the related collection period, which will be paid to the holders of the class Q certificates as described under "--Payments--Payments of Post-ARD Additional Interest" below, and o the remaining portion of those funds, which-- 1. we refer to as the Available P&I Funds, and 2. will be paid to the holders of all the series 2001-C3 certificates, as described under "--Payments--Priority of Payments" below.  INTEREST RESERVE ACCOUNT The trustee must maintain an account in which it will hold the interest reserve amounts described in the next paragraph with respect to those pooled mortgage loans that accrue interest on an Actual/360 Basis. That interest reserve account must be maintained in a manner and with a depository that satisfies rating agency standards for similar securitizations as the one involving the offered certificates. Funds held in the trustee's interest reserve account will remain uninvested. During January, except in a leap year, and February of each calendar year, beginning in 2002, the trustee will, on or before the payment date in that month, withdraw from its collection account and deposit in its interest reserve account the interest reserve amounts with respect to those underlying mortgage loans that accrue interest on an Actual/360 Basis and for S-90
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which the monthly payment due in that month was either received or advanced. That interest reserve amount for each of those mortgage loans will equal one day's interest accrued at the related mortgage interest rate on the Stated Principal Balance of that loan as of the end of the related collection period, exclusive, however, of Post-ARD Additional Interest. During March of each calendar year, beginning in 2002, the trustee will, on or before the payment date in that month, withdraw from its interest reserve account and deposit in its collection account any and all interest reserve amounts then on deposit in the interest reserve account with respect to those pooled mortgage loans that accrue interest on an Actual/360 Basis. All interest reserve amounts that are so transferred from the interest reserve account to the collection account will be included in the Available P&I Funds for the payment date during the month of transfer.  PAYMENTS  General. On each payment date, the trustee will, subject to the available funds, make all payments required to be made on the series 2001-C3 certificates on that date to the holders of record as of the close of business on the last business day of the calendar month preceding the month in which those payments are to occur. The final payment of principal and/or interest on any offered certificate, however, will be made only upon presentation and surrender of that certificate at the location to be specified in a notice of the pendency of that final payment. In order for a series 2001-C3 certificateholder to receive payments by wire transfer on and after any particular payment date, that certificateholder must provide the trustee with written wiring instructions no less than five business days prior to the record date for that payment date occurs. Otherwise, that certificateholder will receive its payments by check mailed to it. Cede & Co. will be the registered holder of your offered certificates, and you will receive payments on your offered certificates through DTC and its participating organizations, until physical certificates are issued to the actual beneficial owners. See "--Registration and Denominations" above.  Payments of Interest. All of the classes of the series 2001-C3 certificates will bear interest, except for the R-LR, R-I, R-II and R-III classes. With respect to each interest-bearing class of the series 2001-C3 certificates, that interest will accrue during each interest accrual period based upon-- o the pass-through rate applicable for that class for that interest accrual period, o the total principal balance or notional amount, as the case may be, of that class outstanding immediately prior to the related payment date, and o the assumption that each year consists of twelve 30-day months. On each payment date, subject to the Available P&I Funds for that date and the priorities of payment described under "--Payments--Priority of Payments" below, the holders of each interest-bearing class of the series 2001-C3 certificates will be entitled to receive-- o the total amount of interest accrued during the related interest accrual period with respect to that class of certificates, reduced by o the portion of any Net Aggregate Prepayment Interest Shortfall for that payment date that is allocable to that class of certificates. o If the holders of any interest-bearing class of the series 2001-C3 certificates do not receive all of the interest to which they are entitled on any payment date, then they will continue to be entitled to receive the unpaid portion of that interest on future payment dates, without further interest accrued on the unpaid portion, subject to the Available P&I Funds for those future payment dates and the priorities of payment described under "--Payments--Priority of Payments" below. The Net Aggregate Prepayment Interest Shortfall for any payment date will be allocated among the respective interest-bearing classes of the series 2001-C3 certificates, in the order indicated below, in each case up to an amount equal to the lesser of any remaining unallocated portion of that Net Aggregate Prepayment Interest Shortfall and the total amount of accrued interest in respect of the particular class of certificates for the related interest accrual period. S-91
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[Download Table] ORDER OF ALLOCATION CLASS ------------------- ----- 1st ............... Q 2nd ............... P 3rd ............... N 4th ............... M 5th ............... L 6th ............... K 7th ............... J 8th ............... H 9th ............... G 10th .............. F 11th .............. E 12th .............. D 13th .............. C 14th .............. B 15th .............. A-1, A-2 and X, pro rata based on accrued interest.  Calculation of Pass-Through Rates. The respective pass-through rates for the class A-1, A-2, B, C, D, H, J, K, L, M, N, P and Q certificates will, in the case of each of those classes, be fixed at the rate per annum identified in the table on page S-4 of this prospectus supplement as the initial pass-through rate for the subject class. The pass-through rate for the class E certificates will generally be fixed at the rate per annum identified in the table on page S-4 of this prospectus supplement as the initial pass-through rate for that class. However, with respect to any interest accrual period, if the Weighted Average Pool Pass-Through Rate is below the fixed pass-through rate for the class E certificates, then the pass-through rate that will be in effect for the class E certificates during that interest accrual period will be the Weighted Average Pool Pass-Through Rate. The pass-through rate for the class F certificates for each interest accrual period will equal the Weighted Average Pool Pass-Through Rate for that interest accrual period minus 0.23%. The pass-through rate for the class G certificates for each interest accrual period will equal the Weighted Average Pool Pass-Through Rate for that interest accrual period. The pass-through rate applicable to the class X certificates for each interest accrual period, including the initial interest accrual period, will equal the weighted average of the respective class X strip rates of the various classes of series 2001-C3 certificates with principal balances. In the case of each of those classes of series 2001-C3 certificates with principal balances, the class X strip rate for each interest accrual period will equal the excess, if any, of-- o the Weighted Average Pool Pass-Through Rate for that interest accrual period, over o the pass-through rate in effect during that interest accrual period for that particular class of series 2001-C3 certificates with a principal balance. The calculation of the Weighted Average Pool Pass-Through Rate will be unaffected by any change in the mortgage interest rate for any mortgage loan from what it was on the date of initial issuance of the offered certificates, including in connection with any bankruptcy or insolvency of the related borrower or any modification of that mortgage loan agreed to by the master servicer or the special servicer. The class R-LR, R-I, R-II and R-III certificates will not be interest-bearing and, therefore, will not have pass-through rates.  Payments of Principal. Subject to the Available P&I Funds and the priority of payments described under "--Payments--Priority of Payments" below, the total amount of principal payable with respect to each class of the series 2001-C3 certificates, other than the class X, R-LR, R-I, R-II and R-III certificates, on each payment date will equal that class's allocable share of the Total Principal Payment Amount for that payment date. S-92
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In general, the portion of the Total Principal Payment Amount that will be allocated to the class A-1 and A-2 certificates on each payment date will equal: o in the case of the class A-1 certificates, the lesser of-- 1. the entire Total Principal Payment Amount for that payment date, and 2. the total principal balance of the class A-1 certificates immediately prior to that payment date; and o in the case of the class A-2 certificates, the lesser of-- 1. the entire Total Principal Payment Amount for that payment date, reduced by any portion of that amount allocable to the class A-1 certificates as described in the preceding bullet, and 2. the total principal balance of the class A-2 certificates immediately prior to that payment date. However, on each payment date coinciding with and following the Class A Principal Payment Cross-Over Date, and in any event on the final payment date, assuming the A-1 and A-2 classes are both outstanding at that time, the Total Principal Payment Amount will be allocable between the A-1 and A-2 classes on a pro rata basis in accordance with their respective total principal balances immediately prior to that payment date, in each case up to that total principal balance. WHILE THE CLASS A-1 AND A-2 CERTIFICATES ARE OUTSTANDING, NO PORTION OF THE TOTAL PRINCIPAL PAYMENT AMOUNT FOR ANY PAYMENT DATE WILL BE ALLOCATED TO ANY OTHER CLASS OF SERIES 2001-C3 CERTIFICATES. Following the retirement of the class A-1 and A-2 certificates, the Total Principal Payment Amount for each payment date will be allocated to the respective classes of series 2001-C3 certificates identified in the table below and in the order of priority set forth in that table, in each case up to the lesser of-- o the portion of that Total Principal Payment Amount that remains unallocated, and o the total principal balance of the particular class immediately prior to that payment date. [Download Table] ORDER OF ALLOCATION CLASS ------------------- ----- 1st ............... B 2nd ............... C 3rd ............... D 4th ............... E 5th ............... F 6th ............... G 7th ............... H 8th ............... J 9th ............... K 10th .............. L 11th .............. M 12th .............. N 13th .............. P 14th .............. Q IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2001-C3 CERTIFICATES LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF THE CLASS A-1 AND A-2 CERTIFICATES IS REDUCED TO ZERO. FURTHERMORE, IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES 2001-C3 CERTIFICATES LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF ALL OTHER CLASSES OF SERIES 2001-C3 CERTIFICATES, IF ANY, LISTED ABOVE IT IN THE FOREGOING TABLE IS REDUCED TO ZERO. Reimbursement Amounts. As discussed under "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below, the total principal balance of any class of series 2001-C3 certificates, other than the class X, R-LR, R-I, R-II and R-III certificates, may be reduced without a corresponding payment of principal. If that occurs with respect to any class of series 2001-C3 certificates, then, subject to Available P&I Funds and the priority of payments described under "--Payments --Priority of Payments" below, the holders of that class will be entitled S-93
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to be reimbursed for the amount of that reduction, without interest. References to the "loss reimbursement amount" under "--Payments--Priority of Payments" below mean, in the case of any class of series 2001-C3 certificates, other than the class X, R-LR, R-I, R-II and R-III certificates, for any payment date, the total amount to which the holders of that class are entitled as reimbursement for all previously unreimbursed reductions, if any, made in the total principal balance of that class on all prior payment dates as discussed under "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below.  Priority of Payments. On each payment date, the trustee will apply the Available P&I Funds for that date to make the following payments in the following order of priority, in each case to the extent of the remaining Available P&I Funds: [Enlarge/Download Table] ORDER OF RECIPIENT CLASS PAYMENT OR CLASSES TYPE AND AMOUNT OF PAYMENT -------- --------------- -------------------------- 1 A-1, A-2 and X Interest up to the total interest payable on those classes, pro rata based on the respective amounts of that interest payable on each of those classes 2 A-1 and A-2 Principal up to the total principal payable on those classes, allocable as between those classes as described immediately following this table 3 A-1 and A-2 Reimbursement up to the total loss reimbursement amount for those classes, pro rata based on the loss reimbursement amount for each of those classes --------------------------------------------------------------------------------------------------------------- 4 B Interest up to the total interest payable on that class 5 B Principal up to the total principal payable on that class 6 B Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 7 C Interest up to the total interest payable on that class 8 C Principal up to the total principal payable on that class 9 C Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 10 D Interest up to the total interest payable on that class 11 D Principal up to the total principal payable on that class 12 D Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 13 E Interest up to the total interest payable on that class 14 E Principal up to the total principal payable on that class 15 E Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 16 F Interest up to the total interest payable on that class 17 F Principal up to the total principal payable on that class 18 F Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 19 G Interest up to the total interest payable on that class 20 G Principal up to the total principal payable on that class 21 G Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 22 H Interest up to the total interest payable on that class 23 H Principal up to the total principal payable on that class 24 H Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- S-94
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[Enlarge/Download Table] ORDER OF RECIPIENT CLASS PAYMENT OR CLASSES TYPE AND AMOUNT OF PAYMENT -------- --------------- -------------------------- 25 J Interest up to the total interest payable on that class 26 J Principal up to the total principal payable on that class 27 J Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 28 K Interest up to the total interest payable on that class 29 K Principal up to the total principal payable on that class 30 K Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 31 L Interest up to the total interest payable on that class 32 L Principal up to the total principal payable on that class 33 L Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 34 M Interest up to the total interest payable on that class 35 M Principal up to the total principal payable on that class 36 M Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 37 N Interest up to the total interest payable on that class 38 N Principal up to the total principal payable on that class 39 N Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 40 P Interest up to the total interest payable on that class 41 P Principal up to the total principal payable on that class 42 P Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 43 Q Interest up to the total interest payable on that class 44 Q Principal up to the total principal payable on that class 45 Q Reimbursement up to the loss reimbursement amount for that class --------------------------------------------------------------------------------------------------------------- 46 R-LR, R-I, R-II and R-III Any remaining Available P&I Funds In general, no payments of principal will be made with respect to the class A-2 certificates until the total principal balance of the class A-1 certificates is reduced to zero. However, on each payment date coinciding with or following the Class A Principal Payment Cross-Over Date, and in any event on the final payment date, assuming the A-1 and A-2 classes are both outstanding at that time, payments of principal on the A-1 and A-2 classes will be made on a pro rata basis in accordance with the respective total principal balances of those classes then outstanding.  Payments of Prepayment Premiums and Yield Maintenance Charges. If any prepayment consideration is collected during any particular collection period with respect to any mortgage loan in the trust, regardless of whether that prepayment consideration is calculated as a percentage of the amount prepaid or in accordance with a yield maintenance formula, then on the payment date corresponding to that collection period, the trustee will pay a portion of that prepayment consideration to the holders of any class A-1, A-2, B, C, D, E, F and/or G certificates that are entitled to payments of principal on that payment date, up to an amount equal to, in the case of any particular class of those certificates, the product of-- o the full amount of that prepayment consideration, net of workout fees and liquidation fees payable from it, multiplied by S-95
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o a fraction, which in no event may be greater than 1.0 or less than 0.0, the numerator of which is equal to the excess, if any, of the pass-through rate for that class of certificates over the relevant discount rate, and the denominator of which is equal to the excess, if any, of the mortgage interest rate of the prepaid mortgage loan over the relevant discount rate, and further multiplied by o a fraction, the numerator of which is equal to the amount of principal payable to that class of certificates on that payment date, and the denominator of which is the Total Principal Payment Amount for that payment date. The trustee will thereafter pay any remaining portion of that net prepayment consideration to the holders of the class X certificates. The discount rate applicable to any class of offered certificates with respect to any prepaid mortgage loan in the trust will equal the yield, when compounded monthly, on the U.S. Treasury primary issue with a maturity date closest to the maturity date or anticipated repayment date, as applicable, for the prepaid mortgage loan. In the event that there are two such U.S. Treasury issues-- o with the same coupon, the issue with the lower yield will be utilized, or o with maturity dates equally close to the maturity date for the prepaid mortgage loan, the issue with the earliest maturity date will be utilized. Neither we nor the underwriters make any representation as to-- o the enforceability of the provision of any promissory note evidencing one of the mortgage loans requiring the payment of a prepayment premium or yield maintenance charge, or o the collectability of any prepayment premium or yield maintenance charge. See "Description of the Mortgage Pool--Terms and Conditions of the Underlying Mortgage Loans--Prepayment Provisions" in this prospectus supplement. Payments of Additional Interest. The holders of the class Q certificates will be entitled to all amounts, if any, applied as Post-ARD Additional Interest collected on the ARD Loans in the trust. TREATMENT OF REO PROPERTIES Notwithstanding that any mortgaged real property may be acquired as part of the trust assets through foreclosure, deed in lieu of foreclosure or otherwise, the related mortgage loan will be treated as having remained outstanding, until the REO Property is liquidated, for purposes of determining-- o payments on the series 2001-C3 certificates, o allocations of Realized Losses and Additional Trust Fund Expenses to the series 2001-C3 certificates, and o the amount of all fees payable to the master servicer, the special servicer and the trustee under the pooling and servicing agreement. In connection with the foregoing, that mortgage loan will be taken into account when determining the Weighted Average Pool Pass-Through Rate and the Total Principal Payment Amount for each payment date. Operating revenues and other proceeds derived from an REO Property will be applied-- o first, to pay, or to reimburse the master servicer, the special servicer and/or the trustee for the payment of, some of the costs and expenses incurred in connection with the operation and disposition of the REO Property, and o thereafter, as collections of principal, interest and other amounts due on the related mortgage loan. To the extent described under "--Advances of Delinquent Monthly Debt Service Payments" below, the master servicer, the trustee and the fiscal agent will be required to advance delinquent monthly payments with respect to each pooled mortgage loan as to which the corresponding mortgaged real property has become an REO Property, in all cases as if the mortgage loan had remained outstanding.  REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES AND ADDITIONAL TRUST FUND EXPENSES As a result of Realized Losses and Additional Trust Fund Expenses, the total Stated Principal Balance of the mortgage pool may decline below the total principal balance of the series 2001-C3 certificates. If this occurs following the payments S-96
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made to the certificateholders on any payment date, then the respective total principal balances of the following classes of the series 2001-C3 certificates are to be successively reduced in the following order, until the total principal balance of those classes of certificates equals the total Stated Principal Balance of the mortgage pool that will be outstanding immediately following that payment date. [Download Table] ORDER OF ALLOCATION CLASS ------------------- ----- 1st ............... Q 2nd ............... P 3rd ............... N 4th ............... M 5th ............... L 6th ............... K 7th ............... J 8th ............... H 9th ............... G 10th .............. F 11th .............. E 12th .............. D 13th .............. C 14th .............. B 15th .............. A-1 and A-2, pro rata based on total principal balances The reductions in the total principal balances of the respective classes of series 2001-C3 certificates with principal balances, as described in the previous paragraph, will represent an allocation of the Realized Losses and/or Additional Trust Fund Expenses that caused the particular mismatch in principal balances between the pooled mortgage loans and those classes of series 2001-C3 certificates. The Realized Loss with respect to a liquidated mortgage loan, or related REO Property, is an amount generally equal to the excess, if any, of: o the outstanding principal balance of the mortgage loan as of the date of liquidation, together with-- 1. all accrued and unpaid interest on the mortgage loan to but not including the due date in the collection period in which the liquidation occurred, exclusive, however, of any portion of that interest that represents Default Interest or Post-ARD Additional Interest, and 2. all related unreimbursed servicing advances and unpaid liquidation expenses, over o the total amount of Liquidation Proceeds, if any, recovered in connection with the liquidation. If any portion of the debt due under a mortgage loan is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the master servicer or the special servicer or in connection with the bankruptcy, insolvency or similar proceeding involving the related borrower, the amount forgiven, other than Default Interest and Post-ARD Additional Interest, also will be treated as a Realized Loss. Some examples of Additional Trust Fund Expenses are: o any special servicing fees, workout fees and liquidation fees paid to the special servicer; o any interest paid to the master servicer, the special servicer, the trustee and/or the fiscal agent with respect to unreimbursed advances, which interest payment is not covered out of late payment charges and Default Interest actually collected on the mortgage loans in the trust; o the cost of various opinions of counsel required or permitted to be obtained in connection with the servicing of the pooled mortgage loans and the administration of the other trust assets that is not paid for by the related borrower or covered out of late payment charges and Default Interest actually collected on the mortgage loans in the trust; S-97
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o any unanticipated, non-mortgage loan specific expense of the trust that is not covered out of late payment charges and Default Interest actually collected on the mortgage loans in the trust, including-- 1. any reimbursements and indemnifications to the trustee and the fiscal agent described under "Description of the Governing Documents--Matters Regarding the Trustee" in the accompanying prospectus, the fiscal agent having the same rights to indemnity and reimbursement as described with respect to the trustee, 2. any reimbursements and indemnification to the master servicer, the special servicer and us described under "Description of the Governing Documents--Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us" in the accompanying prospectus, and 3. any federal, state and local taxes, and tax-related expenses, payable out of the trust assets, as described under "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus; o rating agency fees, other than on-going surveillance fees, that cannot be recovered from the borrower and that are not paid for by the related borrower or covered out of late payment charges and Default Interest actually collected on the mortgage loans in the trust; and o any amounts expended on behalf of the trust to remediate an adverse environmental condition at any mortgaged real property securing a defaulted mortgage loan as described under "Servicing of the Underlying Mortgage Loans--Realization Upon Defaulted Mortgage Loans" in this prospectus supplement and that are not paid for by the related borrower or covered out of late payment charges and Default Interest actually collected on the mortgage loans in the trust.  ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS The master servicer will be required to make, for each payment date, a total amount of advances of principal and/or interest generally equal to all monthly debt service payments, other than balloon payments, and assumed monthly debt service payments, in each case net of related master servicing fees and workout fees, that-- o were due or deemed due, as the case may be, with respect to the pooled mortgage loans during the related collection period, and o were not paid by or on behalf of the respective borrowers or otherwise collected as of the close of business on the last day of the related collection period. Notwithstanding the foregoing, if it is determined that an Appraisal Reduction Amount exists with respect to any mortgage loan in the trust, then the master servicer will reduce the amount of each P&I advance that it must make with respect to that mortgage loan during the period that the Appraisal Reduction Amount exists. The amount of any P&I advance required to be made with respect to any mortgage loan as to which there exists an Appraisal Reduction Amount, will equal the product of: o the amount of that P&I advance that would otherwise be required to be made for the subject payment date without regard to this sentence and the prior sentence, multiplied by o a fraction, the numerator of which is equal to the Stated Principal Balance of the mortgage loan, net of the Appraisal Reduction Amount, and the denominator of which is equal to the Stated Principal Balance of the mortgage loan. With respect to any payment date, the master servicer will be required to make P&I advances either out of its own funds or, subject to replacement as and to the extent provided in the pooling and servicing agreement, funds held in the master servicer's custodial account that are not required to be paid on the series 2001-C3 certificates on that payment date. The master servicer will be required to make P&I advances on the Chrysler Building Companion Loan. For purposes of determining its advancing obligations in this regard, including calculation of any Appraisal Reduction Amount, the master servicer will treat the Chrysler Building Loan Pair as a single mortgage loan. The trustee will be required to make any P&I advance that the master servicer is required, but fails, to make. If the trustee fails to make a required P&I advance, then the fiscal agent will be required to make the advance. See "--The Trustee" and "--The Fiscal Agent" below. S-98
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The master servicer, the trustee and the fiscal agent will each be entitled to recover any P&I advance made by it out of its own funds from collections on the mortgage loan as to which the advance was made. None of the master servicer, the trustee or the fiscal agent will be obligated to make any P&I advance that, in its judgment, would not ultimately be recoverable out of collections on the related mortgage loan. If the master servicer, the trustee or the fiscal agent makes any P&I advance that it subsequently determines will not be recoverable out of collections on the related mortgage loan, it may obtain reimbursement for that advance, together with interest accrued on the advance as described in the next paragraph, out of general collections on the mortgage loans and any REO Properties in the trust on deposit in the master servicer's custodial account from time to time. The trustee and the fiscal agent will be entitled to rely on the master servicer's determination that an advance, if made, would not be ultimately recoverable from collections on the related mortgage loan. See "Description of the Certificates--Advances" in the accompanying prospectus and "Servicing of the Underlying Mortgage Loans-- Custodial Account" in this prospectus supplement. The master servicer, the trustee and the fiscal agent will each be entitled to receive interest on P&I advances made thereby out of its own funds. That interest will accrue on the amount of each P&I advance, and compound annually, for so long as that advance is outstanding at an annual rate equal to the prime rate as published in the "Money Rates" section of The Wall Street Journal, as that prime rate may change from time to time. Interest accrued with respect to any P&I advance will be payable during the collection period in which that advance is reimbursed-- o first, out of Default Interest and late payment charges collected on the related mortgage loan or any other pooled mortgage loan during that collection period, and o then, if and to the extent that the Default Interest and late payment charges referred to in clause first above are insufficient to cover the advance interest, out of any other amounts then on deposit in the master servicer's custodial account. Any delay between a sub-servicer's receipt of a late collection of a monthly debt service payment as to which a P&I advance was made and the forwarding of that late collection to the master servicer, will increase the amount of interest accrued and payable to the master servicer or the trustee, as the case may be, on that P&I advance. To the extent not offset by Default Interest and/or late payment charges accrued and actually collected, interest accrued on outstanding P&I advances will result in a reduction in amounts payable on one or more classes of the certificates. A monthly debt service payment will be assumed to be due with respect to: o each pooled mortgage loan that is delinquent with respect to its balloon payment beyond the end of the collection period in which its maturity date occurs and as to which no arrangements have been agreed to for the collection of the delinquent amounts, including an extension of maturity; and o each pooled mortgage loan as to which the corresponding mortgaged real property has become an REO Property. The assumed monthly debt service payment deemed due on any mortgage loan described in the prior sentence that is delinquent as to its balloon payment, will equal, for its stated maturity date and for each successive due date that it remains outstanding and part of the trust, the monthly debt service payment that would have been due on the mortgage loan on the relevant date if the related balloon payment had not come due and the mortgage loan had, instead, continued to amortize and accrue interest according to its terms in effect prior to that stated maturity date. The assumed monthly debt service payment deemed due on any mortgage loan described in the second preceding sentence as to which the related mortgaged real property has become an REO Property, will equal, for each due date that the REO Property remains part of the trust, the monthly debt service payment or, in the case of a mortgage loan delinquent with respect to its balloon payment, the assumed monthly debt service payment due or deemed due on the last due date prior to the acquisition of that REO Property. Assumed monthly debt service payments for ARD Loans do not include Post-ARD Additional Interest or accelerated amortization payments.  REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION Certificateholder Reports. Based solely on information provided in monthly reports prepared by the master servicer and the special servicer and delivered to the trustee, the trustee will be required to provide or otherwise make available as described under "--Information Available Electronically" below, on each payment date, to each registered holder of an offered certificate and, upon request, to each beneficial owner of an offered certificate held in book-entry form that is identified to the reasonable satisfaction of the trustee: S-99
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o A payment date statement containing substantially the information contained in Annex D to this prospectus supplement. o A CMSA Loan Periodic Update File, a CMSA Financial File and a CMSA Property File setting forth information with respect to the pooled mortgage loans and the corresponding mortgaged real properties, respectively. o A mortgage pool data update report, which is to contain substantially the categories of information regarding the pooled mortgage loans set forth on Annexes A-1 and A-2 to this prospectus supplement, with that information to be presented in tabular format substantially similar to the format utilized on those annexes. The mortgage pool data update report may be included as part of the payment date statement. The master servicer or the special servicer, as specified in the pooling and servicing agreement, is required to deliver to the trustee monthly, and the trustee is required to make available as described below under "--Information Available Electronically," a copy of each of the following reports with respect to the pooled mortgage loans and the corresponding mortgaged properties: o A CMSA Delinquent Loan Status Report. o A CMSA Historical Loan Modification Report. o A CMSA Historical Liquidation Report. o A CMSA REO Status Report. o A CMSA Servicer Watch List. o A loan payment notification report. o A CMSA Comparative Financial Status Report. In addition, upon the request of any holder of a series 2001-C3 certificate or, to the extent identified to the reasonable satisfaction of the trustee, beneficial owner of an offered certificate, the trustee will be required to request from the master servicer, and, upon receipt, make available to the requesting party, during normal business hours at the offices of the trustee, copies of the following reports required to be prepared and maintained by the master servicer and/or the special servicer: o with respect to any mortgaged real property or REO Property, a CMSA Operating Statement Analysis Report; and o with respect to any mortgaged real property or REO Property, a CMSA NOI Adjustment Worksheet. The reports identified in the preceding three paragraphs as CMSA reports will be in the forms prescribed in the standard Commercial Mortgage Securities Association investor reporting package. Forms of these reports are available at the CMSA's internet website, located at www.cssacmbs.org. Within a reasonable period of time after the end of each calendar year, the trustee is required to send to each person who at any time during the calendar year was a series 2001-C3 certificateholder of record, a report summarizing on an annual basis, if appropriate, certain items of the monthly payment date statements relating to amounts distributed to the certificateholder and such other information as may be required to enable the certificateholder to prepare its federal income tax returns. That information is required to include the amount of original issue discount accrued on each class of certificates and information regarding the expenses of the trust. The foregoing requirements will be deemed to have been satisfied to the extent that the information is provided from time to time pursuant to the applicable requirements of the Internal Revenue Code. Absent manifest error of which it is aware, none of the master servicer, the special servicer or the trustee will be responsible for the accuracy or completeness of any information supplied to it by a borrower or third party that is included in any reports, statements, materials or information prepared or provided by the master servicer, the special servicer or the trustee, as applicable. Book-Entry Certificates. If you hold your offered certificates in book-entry form through DTC, you may obtain direct access to the monthly reports of the trustee as if you were a certificateholder, provided that you deliver a written certification to the trustee confirming your beneficial ownership in the offered certificates. Otherwise, until definitive certificates are issued with respect to your offered certificates, the information contained in those monthly reports will be available to you only to the extent that it is made available through DTC and the DTC participants or is available on the trustee's internet website. S-100
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Conveyance of notices and other communications by DTC to the DTC participants, and by the DTC participants to beneficial owners of the offered certificates, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. We, the master servicer, the special servicer, the trustee, the fiscal agent and the series 2001-C3 certificate registrar are required to recognize as certificateholders only those persons in whose names the series 2001-C3 certificates are registered on the books and records of the certificate registrar.  Information Available Electronically. The trustee will make available each month, for the relevant reporting periods, to the series 2001-C3 certificateholders and beneficial owners of series 2001-C3 certificates identified to the reasonable satisfaction of the trustee, the payment date statement, any mortgage pool data update report, any loan payment notification report, and the mortgage loan information presented in the standard Commercial Mortgage Securities Association investor reporting package formats via the trustee's internet website. All the foregoing reports will be accessible only with a password provided by the trustee after its receipt from the person(s) seeking access of a certification in the form attached to the pooling and servicing agreement. The trustee's internet website will initially be located at www.etrustee.net. The master servicer also may make some or all of the reports identified in the preceding paragraph available via its internet website, www.firstunion.com, which will initially be accessible via password and user name. Neither the trustee nor the master servicer will make any representations or warranties as to the accuracy or completeness of, and may disclaim responsibility for, any information made available by the trustee or master servicer, as the case may be, for which it is not the original source. The trustee and the master servicer may require the acceptance of a disclaimer and an agreement of confidentiality in connection with providing access to their respective internet websites. Neither the trustee nor the master servicer will be liable for the dissemination of information made in accordance with the pooling and servicing agreement. At the request of the underwriters, as provided in the pooling and servicing agreement, the trustee will be required to make available electronically, on each payment date, to the Trepp Group, Intex Solutions, Inc., Charter Research Corporation and any other similar third party information provider, a copy of the reports forwarded to the series 2001-C3 certificateholders. Other Information. The pooling and servicing agreement will obligate the trustee to make available at its offices, during normal business hours, upon reasonable advance written notice, for review by any holder or beneficial owner of an offered certificate or any person identified to the trustee as a prospective transferee of an offered certificate or any interest in that offered certificate, originals or copies of, among other things, the following items: o this prospectus supplement, the accompanying prospectus and any other disclosure documents relating to the non-offered classes of the series 2001-C3 certificates, in the form most recently provided by us or on our behalf to the trustee; o the pooling and servicing agreement, each sub-servicing agreement delivered to the trustee since the date of initial issuance of the offered certificates, and any amendments to those agreements; o all monthly reports of the trustee delivered, or otherwise electronically made available, to series 2001-C3 certificateholders since the date of initial issuance of the offered certificates; o all officer's certificates delivered to the trustee by the master servicer and/or the special servicer since the date of initial issuance of the offered certificates, as described under "Servicing of the Underlying Mortgage Loans--Evidence as to Compliance" in this prospectus supplement; o all accountant's reports delivered to the trustee with respect to the master servicer and/or the special servicer since the date of initial issuance of the offered certificates, as described under "Servicing of the Underlying Mortgage Loans--Evidence as to Compliance" in this prospectus supplement; o the most recent appraisal, if any, with respect to each mortgaged real property for a pooled mortgage loan obtained by the master servicer or the special servicer and delivered to the trustee; o the mortgage files for the pooled loans, including all documents, such as modifications, waivers and amendments of the pooled mortgage loans, that are to be added to the mortgage files from time to time; o upon request, the most recent inspection report with respect to each mortgaged real property for a pooled mortgage loan prepared by the master servicer or the special servicer and delivered to the trustee as described under "Servicing of the Underlying Mortgage Loans--Inspections; Collection of Operating Information" in this prospectus supplement; and S-101
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o upon request, the most recent quarterly and annual operating statement and rent roll for each mortgaged real property for a pooled mortgage loan and financial statements of the related borrower collected by the master servicer or the special servicer and delivered to the trustee as described under "Servicing of the Underlying Mortgage Loans--Inspections; Collection of Operating Information" in this prospectus supplement. Copies of any and all of the foregoing items will be available from the trustee upon request. However, the trustee will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing the copies. In connection with providing access to or copies of the items described above, the trustee may require: o in the case of a registered holder of an offered certificate or a beneficial owner of an offered certificate held in book-entry form, a written confirmation executed by the requesting person or entity, in a form reasonably acceptable to the trustee, generally to the effect that the person or entity is a registered holder or beneficial owner of offered certificates and will keep the information confidential; and o in the case of a prospective purchaser of an offered certificate or any interest in that offered certificate, confirmation executed by the requesting person or entity, in a form reasonably acceptable to the trustee, generally to the effect that the person or entity is a prospective purchaser of offered certificates or an interest in offered certificates, is requesting the information for use in evaluating a possible investment in the offered certificates and will otherwise keep the information confidential. VOTING RIGHTS The voting rights for the series 2001-C3 certificates will be allocated among the respective classes of those certificates as follows: o 99% of the voting rights will be allocated among the holders of the various classes of series 2001-C3 certificates that have principal balances, pro rata in accordance with those principal balances; o 1% of the voting rights will be allocated among the holders of the class X certificates; and o 0% of the voting rights will be allocated among the holders of the class R-LR, R-I, R-II and R-III certificates. Voting rights allocated to a class of series 2001-C3 certificateholders will be allocated among those certificateholders in proportion to their respective percentage interests in that class.  TERMINATION The obligations created by the pooling and servicing agreement will terminate following the earliest of-- 1. the final payment or advance on, other liquidation of, the last mortgage loan or related REO Property remaining in the trust, and 2. the purchase of all of the mortgage loans and REO Properties remaining in the trust by us, Lehman Brothers Inc., the special servicer, any single certificateholder or group of certificateholders of the series 2001-C3 controlling class or the master servicer, in that order of preference. Written notice of termination of the pooling and servicing agreement will be given to each series 2001-C3 certificateholder. The final payment with respect to each series 2001-C3 certificate will be made only upon surrender and cancellation of that certificate at the office of the series 2001-C3 certificate registrar or at any other location specified in the notice of termination. Any purchase by us, Lehman Brothers Inc., the special servicer, any single holder or group of holders of the controlling class or the master servicer of all the mortgage loans and REO Properties remaining in the trust is required to be made at a price equal to: the sum of-- 1. the total principal balance of all the mortgage loans then included in the trust, other than any mortgage loans as to which the mortgaged real properties have become REO Properties, together with (a) interest, other than Default Interest and Post-ARD Additional Interest, on those mortgage loans, (b) unreimbursed servicing advances for those mortgage loans and (c) unpaid interest on advances made with respect to those mortgage loans, and S-102
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2. the appraised value of all REO Properties then included in the trust, minus o solely in the case of a purchase by the master servicer or the special servicer, the total of all amounts payable or reimbursable to the purchaser under the pooling and servicing agreement. The purchase will result in early retirement of the outstanding series 2001-C3 certificates. However, our right, and the rights of Lehman Brothers Inc., the special servicer, any single holder or group of holders of the series 2001-C3 controlling class or the master servicer, to make the purchase is subject to the requirement that the total Stated Principal Balance of the mortgage pool be less than 1.0% of the initial mortgage pool balance. The termination price, exclusive of any portion of the termination price payable or reimbursable to any person other than the series 2001-C3 certificateholders, will constitute part of the Available P&I Funds for the final payment date. Any person or entity making the purchase will be responsible for reimbursing the parties to the pooling and servicing agreement for all reasonable out-of-pocket costs and expenses incurred by the parties in connection with the purchase.  THE TRUSTEE LaSalle Bank National Association, a national banking association, will act as trustee on behalf of the series 2001-C3 certificateholders. As of the date of initial issuance of the offered certificates, the office of the trustee primarily responsible for administration of the trust assets, its corporate trust office, is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed Securities Trust Services--LB-UBS Commercial Mortgage Trust Series 2001-C3. The trustee is at all times required to be a corporation, bank, trust company or association organized and doing business under the laws of the U.S. or any State of the U.S. or the District of Columbia. In addition, the trustee must at all times-- o be authorized under those laws to exercise trust powers, o have a combined capital and surplus of at least $50,000,000, and o be subject to supervision or examination by federal or state banking authority. If the corporation, bank, trust company or association publishes reports of condition at least annually, in accordance with law or to the requirements of the supervising or examining authority, then the combined capital and surplus of the corporation, bank, trust company or association will be deemed to be its combined capital and surplus as described in its most recent published report of condition. We, the master servicer, the special servicer and our and their respective affiliates, may from time to time enter into normal banking and trustee relationships with the trustee and its affiliates. The trustee and any of its respective affiliates may hold series 2001-C3 certificates in their own names. In addition, for purposes of meeting the legal requirements of some local jurisdictions, the trustee will have the power to appoint a co-trustee or separate trustee of all or any part of the trust assets. All rights, powers, duties and obligations conferred or imposed upon the trustee will be conferred or imposed upon the trustee and the separate trustee or co-trustee jointly, or in any jurisdiction in which the trustee shall be incompetent or unqualified to perform some acts, singly upon the separate trustee or co-trustee who shall exercise and perform its rights, powers, duties and obligations solely at the direction of the trustee. The trustee will be entitled to a monthly fee for its services, which fee will-- o accrue at the annual rate stated in the pooling and servicing agreement, o accrue on the total Stated Principal Balance of the mortgage pool outstanding from time to time, and o be calculated on a 30/360 Basis. The trustee fee is payable out of general collections on the mortgage loans and any REO Properties in the trust. See also "Description of the Governing Documents--The Trustee", "--Duties of the Trustee", "--Matters Regarding the Trustee" and "--Resignation and Removal of the Trustee" in the accompanying prospectus. S-103
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THE FISCAL AGENT ABN AMRO Bank N.V., a Netherlands banking corporation, will act as fiscal agent pursuant to the pooling and servicing agreement. The fiscal agent's office is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603. The duties and obligations of the fiscal agent consist only of making P&I advances as described under "--Advances of Delinquent Monthly Debt Service Payments" above and servicing advances as described under "Servicing of the Underlying Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. The fiscal agent will not be liable except for the performance of those duties and obligations. The fiscal agent will be entitled to reimbursement for each advance made by it, with interest, in the same manner and to the same extent as the trustee and the master servicer. The fiscal agent will be entitled to various rights, protections and indemnities similar to those afforded to the trustee. The trustee will be responsible for payment of the compensation of the fiscal agent. S-104
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YIELD AND MATURITY CONSIDERATIONS YIELD CONSIDERATIONS  General. The yield on any offered certificate will depend on: o the price at which the certificate is purchased by an investor, and o the rate, timing and amount of payments on the certificate. The rate, timing and amount of payments on any offered certificate will in turn depend on, among other things, o the pass-through rate for the certificate, which will be fixed or variable, as described in this prospectus supplement, o the rate and timing of principal payments, including principal prepayments, and other principal collections on the underlying mortgage loans and the extent to which those amounts are to be applied in reduction of the principal balance of the certificate, o the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses and the extent to which those losses and expenses result in the reduction of the principal balance of, or the total payments on, the certificate, and o the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which those shortfalls result in the reduction of the interest payments on the certificate. See "Description of the Offered Certificates--Payments--Calculation of Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus supplement and "--Rate and Timing of Principal Payments" below.  Rate and Timing of Principal Payments. The yield to maturity on any offered certificates purchased at a discount or a premium will be affected by the rate and timing of principal payments made in a reduction of the principal balances of those certificates. In turn, the rate and timing of principal payments that are applied in reduction of the principal balance of any offered certificate will be directly related to the rate and timing of principal payments on or with respect to the underlying mortgage loans. Finally, the rate and timing of principal payments on or with respect to the underlying mortgage loans will be affected by their amortization schedules, the dates on which balloon payments are due and the rate and timing of principal prepayments and other unscheduled collections on them, including for this purpose, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged real properties, or purchases or other removals of underlying mortgage loans from the trust. Prepayments and other early liquidations of the underlying mortgage loans will result in payments on the series 2001-C3 certificates of amounts that would otherwise be paid over the remaining terms of the mortgage loans. This will tend to shorten the weighted average lives of the offered certificates. Defaults on the underlying mortgage loans, particularly at or near their maturity dates, may result in significant delays in payments of principal on the underlying mortgage loans and, accordingly, on the series 2001-C3 certificates, while work-outs are negotiated or foreclosures are completed. These delays will tend to lengthen the weighted average lives of the offered certificates. See "Servicing of the Underlying Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this prospectus supplement. In addition, the ability of a borrower under an ARD Loan, to repay that loan on the related anticipated repayment date will generally depend on its ability to either refinance the mortgage loan or sell the corresponding mortgaged real property. Also, a borrower under an ARD Loan may have little incentive to repay its mortgage loan on the related anticipated repayment date if then prevailing interest rates are relatively high. Accordingly, there can be no assurance that any ARD Loan in the trust will be paid in full on its anticipated repayment date. The extent to which the yield to maturity on any offered certificate may vary from the anticipated yield will depend upon the degree to which the certificate is purchased at a discount or premium and when, and to what degree, payments of principal on the underlying mortgage loans are in turn paid and result in a reduction of the principal balance of the certificate. If you purchase your offered certificates at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the underlying mortgage loans could result in an actual yield to you that is lower than your anticipated yield. If you purchase your offered certificate at a premium, you should consider the risk that a faster than anticipated rate of principal payments on the underlying mortgage loans could result in an actual yield to you that is lower than your anticipated yield. Because the rate of principal payments on or with respect to the underlying mortgage loans will depend on future events and a variety of factors, no assurance can be given as to that rate or the rate of principal prepayments in particular. We are S-105
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not aware of any relevant publicly available or authoritative statistics with respect to the historical prepayment experience of a large group of real estate loans comparable to those in the mortgage pool. Even if they are collected and payable on your offered certificates, prepayment premiums and yield maintenance charges may not be sufficient to offset fully any loss in yield on your offered certificates attributable to the related prepayments of the underlying mortgage loans. Delinquencies and Defaults on the Mortgage Loans. The rate and timing of delinquencies and defaults on the underlying mortgage loans will affect the amount of payments on your offered certificates, the yield to maturity of your offered certificates and the rate of principal payments on your offered certificates and the weighted average life of your offered certificates. Delinquencies on the underlying mortgage loans, unless covered by monthly debt service advances, may result in shortfalls in payments of interest and/or principal on your offered certificates for the current month. If-- o you calculate the anticipated yield to maturity for your offered certificates based on an assumed rate of default and amount of losses on the underlying mortgage loans that is lower than the default rate and amount of losses actually experienced, and o the additional losses result in a reduction of the total payments on or the principal balance of your offered certificates, then your actual yield to maturity will be lower than you calculated and could, under some scenarios, be negative. The timing of any loss on a liquidated mortgage loan that results in a reduction of the total payments on or the principal balance of your offered certificates will also affect your actual yield to maturity, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier your loss occurs, the greater the effect on your yield to maturity. Even if losses on the underlying mortgage loans do not result in a reduction of the total payments on or the principal balance of your offered certificates, the losses may still affect the timing of payments on, and the weighted average life and yield to maturity of, your offered certificates. Relevant Factors. The following factors, among others, will affect the rate and timing of principal payments and defaults and the severity of losses on or with respect to the mortgage loans in the trust: o prevailing interest rates; o the terms of the mortgage loans, including-- 1. provisions that require the payment of prepayment premiums and yield maintenance charges, 2. provisions that impose prepayment lock-out periods, and 3. amortization terms that require balloon payments; o the demographics and relative economic vitality of the areas in which the related mortgaged real properties are located; o the general supply and demand for commercial and multifamily rental space of the type available at the related mortgaged real properties in the areas in which those properties are located; o the quality of management of the mortgaged real properties; o the servicing of the mortgage loans; o possible changes in tax laws; and o other opportunities for investment. See "Risk Factors--Risks Related to the Underlying Mortgage Loans", "Description of the Mortgage Pool" and "Servicing of the Underlying Mortgage Loans" in this prospectus supplement and "Description of the Governing Documents" and "Yield and Maturity Considerations--Yield and Prepayment Considerations" in the accompanying prospectus. The rate of prepayment on the mortgage loans in the trust is likely to be affected by prevailing market interest rates for real estate loans of a comparable type, term and risk level. When the prevailing market interest rate is below the annual rate S-106
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at which a mortgage loan accrues interest, the related borrower may have an increased incentive to refinance the mortgage loan. Conversely, to the extent prevailing market interest rates exceed the annual rate at which a mortgage loan accrues interest, the related borrower may be less likely to voluntarily prepay the mortgage loan. Assuming prevailing market interest rates exceed the revised mortgage interest rate at which an ARD Loan accrues interest following its anticipated repayment date, the primary incentive for the related borrower to prepay the mortgage loan on or before its anticipated repayment date is to give the borrower access to excess cash flow, all of which, net of the minimum required debt service, approved property expenses and any required reserves, must be applied to pay down principal of the mortgage loan. Accordingly, there can be no assurance that any ARD Loan in the trust will be prepaid on or before its anticipated repayment date or on any other date prior to maturity. Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some underlying borrowers may sell their mortgaged real properties in order to realize their equity in those properties, to meet cash flow needs or to make other investments. In addition, some underlying borrowers may be motivated by federal and state tax laws, which are subject to change, to sell their mortgaged real properties prior to the exhaustion of tax depreciation benefits. A number of the underlying borrowers are partnerships. The bankruptcy of the general partner in a partnership may result in the dissolution of the partnership. The dissolution of a borrower partnership, the winding-up of its affairs and the distribution of its assets could result in an acceleration of its payment obligations under the related mortgage loan. We make no representation or warranty regarding: o the particular factors that will affect the rate and timing of prepayments and defaults on the underlying mortgage loans; o the relative importance of those factors; o the percentage of the total principal balance of the underlying mortgage loans that will be prepaid or as to which a default will have occurred as of any particular date; or o the overall rate of prepayment or default on the underlying mortgage loans. Unpaid Interest. If the portion of the Available P&I Funds payable with respect to interest on any class of offered certificates on any payment date is less than the total amount of interest then payable for the class, the shortfall will be payable to the holders of those certificates on subsequent payment dates, subject to the Available P&I Funds on those subsequent payment dates and the priority of payments described under "Description of the Offered Certificates--Payments--Priority of Payments" in this prospectus supplement. That shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of that class of offered certificates for so long as it is outstanding. Delay in Payments. Because monthly payments will not be made on the offered certificates until several days after the due dates for the mortgage loans during the related collection period, your effective yield will be lower than the yield that would otherwise be produced by your pass-through rate and purchase price, assuming that purchase price did not account for a delay. YIELD SENSITIVITY The tables on Annex C-1 hereto show the pre-tax corporate bond equivalent, the yield to maturity, the weighted average life, the modified duration and the first and final payment dates on which principal is to be paid with respect to each class of offered certificates. We prepared those tables using the Modeling Assumptions. Where applicable, they also show the assumed purchase prices, which prices do not include accrued interest. Assumed purchase prices are expressed in 32nds as a percentage of the initial total principal balance of each class of offered certificates. For example, 99.24 means 9924/32%. S-107
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We calculated the yields set forth in the tables on Annex C-1 by-- o determining the monthly discount rates which, when applied to the assumed stream of cash flows to be paid on each class of offered certificates, would cause the discounted present value of that assumed stream of cash flows to equal the assumed purchase prices, plus accrued interest from and including the cut-off date to but excluding the assumed settlement date specified as part of the offered certificates, and o converting those monthly rates to semi-annual corporate bond equivalent rates. That calculation does not take into account variations that may occur in the interest rates at which investors may be able to reinvest funds received by them as payments on the offered certificates and, consequently, does not purport to reflect the return on any investment in the offered certificates when those reinvestment rates are considered. For purposes of the tables on Annex C-1, modified duration has been calculated using the modified Macaulay Duration as specified in the "PSA Standard Formulas". The Macaulay Duration is calculated as the present value weighted average time to receive future payments of principal and interest, and the PSA Standard Formula modified duration is calculated by dividing the Macaulay Duration by the appropriate semi-annual compounding factor. The duration of a security may be calculated according to various methodologies. Accordingly, no representation is made by us or any other person that the modified duration approach used in this prospectus supplement is appropriate. Duration, like yield, will be affected by the prepayment rate of the underlying mortgage loans and extensions with respect to balloon payments that actually occur during the life of the offered certificates and by the actual performance of the underlying mortgage loans, all of which may differ, and may differ significantly, from the assumptions used in preparing the tables on Annex C-1. Prepayments on mortgage loans may be measured by a prepayment standard or model. The model used in this prospectus supplement is the Constant Prepayment Rate or CPR model. The CPR model represents an assumed constant annual rate of prepayment each month, expressed as a per annum percentage of the then outstanding principal balance of the subject mortgage loan(s). The characteristics of the mortgage loans in the trust will differ in some respects from those assumed in preparing the tables on Annex C-1. Those tables are presented for illustrative purposes only. Neither the mortgage pool nor any pooled mortgage loan will prepay at any constant rate, and it is unlikely that the pooled mortgage loans will prepay in a manner consistent with any designated scenario for the tables on Annex C-1. In addition, there can be no assurance that-- o the pooled mortgage loans will prepay at any particular rate, o the pooled mortgage loans will not prepay, involuntarily or otherwise, during lockout/defeasance periods, yield maintenance periods and/or declining premium periods, o the ARD Loans in the trust will be paid in full on their respective anticipated repayment dates, o the actual pre-tax yields on, or any other payment characteristics of, any class of offered certificates will correspond to any of the information shown in the tables on Annex C-1, or o the total purchase prices of the offered certificates will be as assumed. You must make your own decision as to the appropriate assumptions, including prepayment assumptions, to be used in deciding whether to purchase the offered certificates. WEIGHTED AVERAGE LIVES The weighted average life of any offered certificate refers to the average amount of time that will elapse from the date of its issuance until each dollar to be applied in reduction of the principal balance of that certificate is distributed to the investor. For purposes of this prospectus supplement, the weighted average life of any offered certificate is determined as follows: o multiply the amount of each principal payment on the certificate by the number of years from the assumed settlement date to the related payment date; o sum the results; and o divide the sum by the total amount of the reductions in the principal balance of the certificate. S-108
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Accordingly, the weighted average life of any offered certificate will be influenced by, among other things, the rate at which principal of the underlying mortgage loans is paid or otherwise collected or advanced and the extent to which those payments, collections and/or advances of principal are in turn applied in reduction of the principal balance of the class of offered certificates to which the subject certificate belongs. As described in this prospectus supplement, the Total Principal Payment Amount for each payment date will be payable first with respect to the class A-1 and/or class A-2 certificates until the total principal balances of those classes are reduced to zero, and will thereafter be distributable entirely with respect to the other classes series 2001-C3 certificates with principal balances, sequentially based upon their relative seniority, in each case until the related principal balance is reduced to zero. As a consequence of the foregoing, the weighted average lives of the class A-1 and class A-2 certificates may be shorter, and the weighted average lives of the other classes of series 2001-C3 certificates with principal balances may be longer, than would otherwise be the case if the principal payment amount for each payment date was being paid on a pro rata basis among the respective classes of certificates with principal balances. The tables set forth in Annex C-2 show with respect to each class of offered certificates-- o the weighted average life of that class, and o the percentage of the initial total principal balance of that class that would be outstanding after each of the specified dates, based upon each of the indicated levels of CPR and the Modeling Assumptions. We make no representation that-- o the mortgage loans in the trust will prepay in accordance with the assumptions set forth in this prospectus supplement at any of the CPRs shown or at any other particular prepayment rate, o all the mortgage loans in the trust will prepay in accordance with the assumptions set forth in this prospectus supplement at the same rate, or o mortgage loans in the trust that are in a lockout/defeasance period, a yield maintenance period or declining premium period will not prepay as a result of involuntary liquidations upon default or otherwise.  USE OF PROCEEDS Substantially all of the proceeds from the sale of the offered certificates will be used by us to-- o purchase the mortgage loans that we will include in the trust, and o pay expenses incurred in connection with the issuance of the series 2001-C3 certificates.  FEDERAL INCOME TAX CONSEQUENCES  GENERAL Upon the issuance of the offered certificates, Sidley Austin Brown & Wood, our counsel, will deliver its opinion generally to the effect that, assuming compliance with the pooling and servicing agreement, and subject to any other assumptions set forth in the opinion, REMIC I, REMIC II and REMIC III, respectively, will each qualify as a REMIC under the Internal Revenue Code of 1986. Except as otherwise described in the next sentence, the assets of REMIC I will generally include-- o the pooled mortgage loans, o any REO Properties acquired on behalf of the series 2001-C3 certificateholders, o the master servicer's custodial account, o the special servicer's REO account, and o the trustee's collection account and interest reserve account, S-109
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but will exclude any collections of Post-ARD Additional Interest on the ARD Loans. Two mortgage loans will, in each case, be the sole asset of a separate REMIC, and the regular interest in each of those single loan REMICs will be an asset of REMIC I instead of the particular mortgage loan or any related REO Property. For federal income tax purposes, o the class R-LR certificates will evidence the sole class of "residual interests" in each single loan REMIC, o the separate non-certificated regular interests in REMIC I will be the regular interests in REMIC I and will be the assets of REMIC II, o the class R-I certificates will evidence the sole class of residual interests in REMIC I, o the separate non-certificated regular interests in REMIC II will be the regular interests in REMIC II and will be the assets of REMIC III, o the class R-II certificates will evidence the sole class of residual interests in REMIC II, o the class A-1, A-2, X, B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates will evidence the regular interests in, and will generally be treated as debt obligations of, REMIC III, and o the class R-III certificates will evidence the sole class of residual interests in REMIC III. For federal income tax purposes, the class X certificates will evidence multiple regular interests in REMIC III corresponding to the number of classes on which the class X strip rates are calculated. DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION For federal income tax reporting purposes, it is anticipated that none of the offered certificates will be treated as having been issued with original issue discount. When determining the rate of accrual of market discount and premium, if any, for federal income tax reporting purposes, the prepayment assumption used will be that subsequent to the date of any determination: o the ARD Loans in the trust will be paid in full on their respective anticipated repayment dates, o no mortgage loan in the trust will otherwise be prepaid prior to maturity, and o there will be no extension of maturity for any mortgage loan in the trust. However, no representation is made as to the actual rate at which the pooled mortgage loans will prepay, if at all. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the accompanying prospectus. Some classes of the offered certificates may be treated for federal income tax purposes as having been issued at a premium. Whether any holder of these classes of offered certificates will be treated as holding a certificate with amortizable bond premium will depend on the certificateholder's purchase price and the payments remaining to be made on the certificate at the time of its acquisition by the certificateholder. If you acquire an interest in any class of offered certificates issued at a premium, you should consider consulting your own tax advisor regarding the possibility of making an election to amortize the premium. See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates--Premium" in the accompanying prospectus. Prepayment premiums and yield maintenance charges actually collected on the underlying mortgage loans will be paid on the offered certificates as and to the extent described in this prospectus supplement. It is not entirely clear under the Code when the amount of a prepayment premium or yield maintenance charge should be taxed to the holder of a class of offered certificates entitled to that amount. For federal income tax reporting purposes, the tax administrator will report prepayment premiums or yield maintenance charges as income to the holders of a class of offered certificates entitled thereto only after the master servicer's actual receipt of those amounts. The IRS may nevertheless seek to require that an assumed amount of prepayment premiums and yield maintenance charges be included in payments projected to be made on the offered certificates and that the taxable income be reported based on the projected constant yield to maturity of the offered certificates. Therefore, the projected prepayment premiums and yield maintenance charges would be included prior to their actual receipt by holders of the offered certificates. If the projected prepayment premiums and yield maintenance charges were not actually received, presumably the holder of an offered certificate would be allowed to claim a deduction or reduction S-110
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in gross income at the time the unpaid prepayment premiums and yield maintenance charges had been projected to be received. Moreover, it appears that prepayment premiums and yield maintenance charges are to be treated as ordinary income rather than capital gain. However, the correct characterization of the income is not entirely clear. We recommend you consult your own tax advisors concerning the treatment of prepayment premiums and yield maintenance charges. CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES Except to the extent noted below, the offered certificates will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the Internal Revenue Code in the same proportion that the assets of the trust would be so treated. In addition, interest, including original issue discount, if any, on the offered certificates will be interest described in Section 856(c)(3)(B) of the Internal Revenue Code to the extent that those certificates are treated as "real estate assets" within the meaning of Section 856(c)(5)(B) of the Internal Revenue Code. Most of the mortgage loans to be included in the trust are not secured by real estate used for residential or other purposes prescribed in Section 7701(a)(19)(C) of the Internal Revenue Code. Consequently, the offered certificates will be treated as assets qualifying under that section to only a limited extent. Accordingly, investment in the offered certificates may not be suitable for a thrift institution seeking to be treated as a "domestic building and loan association" under Section 7701(a)(19)(C) of the Internal Revenue Code. The offered certificates will be treated as "qualified mortgages" for another REMIC under Section 860G(a)(3)(C) of the Internal Revenue Code and "permitted assets" for a "financial asset securitization investment trust" under Section 860L(c) of the Internal Revenue Code. To the extent an offered certificate represents ownership of an interest in a mortgage loan that is secured in part by the related borrower's interest in a bank account, that mortgage loan is not secured solely by real estate. Therefore: o a portion of that certificate may not represent ownership of "loans secured by an interest in real property" or other assets described in Section 7701(a)(19)(C) of the Internal Revenue Code; o a portion of that certificate may not represent ownership of "real estate assets" under Section 856(c)(5)(B) of the Internal Revenue Code; and o the interest on that certificate may not constitute "interest on obligations secured by mortgages on real property" within the meaning of Section 856(c)(3)(B) of the Internal Revenue Code. In addition, most of the mortgage loans that we intend to include in the trust contain defeasance provisions under which the lender may release its lien on the collateral securing the mortgage loan in return for the borrower's pledge of substitute collateral in the form of Government Securities. Generally, under the Treasury regulations, if a REMIC releases its lien on real property that secures a qualified mortgage, that mortgage ceases to be a qualified mortgage on the date the lien is released unless certain conditions are satisfied. In order for the mortgage loan to remain a qualified mortgage, the Treasury regulations require that-- (1) the borrower pledges substitute collateral that consist solely of Government Securities; (2) the mortgage loan documents allow that substitution; (3) the lien is released to facilitate the disposition of the property or any other customary commercial transaction, and not as part of an arrangement to collateralize a REMIC offering with obligations that are not real estate mortgages; and (4) the release is not within two years of the startup day of the REMIC. Following the defeasance of a mortgage loan, regardless of whether the foregoing conditions were satisfied, that mortgage loan would not be treated as a "loan secured by an interest in real property" or a "real estate asset" and interest on that loan would not constitute "interest on obligations secured by real property" for purposes of Sections 7701(a)(19)(C), 856(c)(5)(B) and 856(c)(3)(B) of the Internal Revenue Code, respectively. Each of the two mortgage loans that may be defeased before the second anniversary of the initial issuance of the offered certificates is subject to repurchase by the UBS Mortgage Loan Seller upon the related borrower's giving notice of its election to defease the subject mortgage loan before the second anniversary of the initial issuance of the offered certificates. See "Description of the Mortgage Pool" in this prospectus supplement and "Federal Income Tax Consequences-- REMICs--Characterization of Investments in REMIC Certificates" in the accompanying prospectus. S-111
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For further information regarding the federal income tax consequences of investing in the offered certificates, see "Federal Income Tax Consequences--REMICs" in the accompanying prospectus.  ERISA CONSIDERATIONS If you are-- o a fiduciary of a Plan, or o any other person investing "plan assets" of any Plan, you should carefully review with your legal advisors whether the purchase or holding of an offered certificate would be a "prohibited transaction" or would otherwise be impermissible under ERISA or Section 4975 of the Internal Revenue Code. See "ERISA Considerations" in the accompanying prospectus. If a Plan acquires a series 2001-C3 certificate, the underlying assets of the trust fund will be deemed for purposes of ERISA to be assets of the investing Plan, unless certain exceptions apply. See "ERISA Considerations--Plan Asset Regulations" in the accompanying prospectus. However, we cannot predict in advance, nor can there be any continuing assurance, whether those exceptions may be applicable because of the factual nature of the rules set forth in the Plan Asset Regulations. For example, one of the exceptions in the Plan Asset Regulations states that the underlying assets of an entity will not be considered "plan assets" if less than 25% of the value of each class of equity interests is held by "benefit plan investors," which include Plans, as well as employee benefit plans not subject to ERISA, such as governmental plans, but this exception will be tested immediately after each acquisition of a series 2001-C3 certificate, whether upon initial issuance or in the secondary market. Because there are no relevant restrictions on the purchase and transfer of the series 2001-C3 certificates by Plans, it cannot be assured that benefit plan investors will own less than 25% of each class of the series 2001-C3 certificates. If one of the exceptions in the Plan Asset Regulations applies, the prohibited transaction provisions of ERISA and the Internal Revenue Code will not apply to transactions involving the trust's assets. However, if the trust is a Party in Interest with respect to the Plan, the acquisition or holding of offered certificates by that Plan could result in a prohibited transaction, unless the Underwriter Exemption, as discussed below, or some other exemption is available. The U.S. Department of Labor issued an individual prohibited transaction exemption to a predecessor of Lehman Brothers Inc., which exemption is identified as Prohibited Transaction Exemption 91-14. Subject to the satisfaction of conditions set forth in the Underwriter Exemption, it generally exempts from the application of the prohibited transaction provisions of Sections 406(a) and (b) and 407(a) of ERISA, and the excise taxes imposed on these prohibited transactions under Sections 4975(a) and (b) of the Internal Revenue Code, specified transactions relating to, among other things-- o the servicing and operation of pools of real estate loans, such as the mortgage pool, and o the purchase, sale and holding of mortgage pass-through certificates, such as the offered certificates, that are underwritten by an Exemption-Favored Party. The Underwriter Exemption sets forth five general conditions which must be satisfied for a transaction involving the purchase, sale and holding of an offered certificate to be eligible for exemptive relief under the exemption. The conditions are as follows: o first, the acquisition of the certificate by a Plan must be on terms that are at least as favorable to the Plan as they would be in an arm's-length transaction with an unrelated party; o second, at the time of its acquisition by the Plan, the certificate must be rated in one of the four highest generic rating categories by Moody's, Fitch or S and P; o third, the trustee cannot be an affiliate of any other member of the Restricted Group; o fourth, the following must be true-- 1. the sum of all payments made to and retained by Exemption-Favored Parties must represent not more than reasonable compensation for underwriting the relevant class of certificates, 2. the sum of all payments made to and retained by us in connection with the assignment of mortgage loans to the trust must represent not more than the fair market value of the obligations, and S-112
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3. the sum of all payments made to and retained by the master servicer, the special servicer and any sub-servicer must represent not more than reasonable compensation for that person's services under the pooling and servicing agreement and reimbursement of that person's reasonable expenses in connection therewith; and o fifth, the investing Plan must be an accredited investor as defined in Rule 501(a)(1) of Regulation D under the Securities Act of 1933, as amended. It is a condition of their issuance that the each class of offered certificates receive an investment grade rating from each of S&P and Fitch. In addition, the initial trustee is not an affiliate of any other member of the Restricted Group. Accordingly, as of the date of initial issuance of the certificates, the second and third general conditions set forth above will be satisfied with respect to the offered certificates. A fiduciary of a Plan contemplating the purchase of an offered certificate in the secondary market must make its own determination that, at the time of the purchase, the certificate continues to satisfy the second and third general conditions set forth above. A fiduciary of a Plan contemplating the purchase of an offered certificate, whether in the initial issuance of the certificate or in the secondary market, must make its own determination that the first and fourth general conditions set forth above will be satisfied with respect to the certificate as of the date of the purchase. A Plan's authorizing fiduciary will be deemed to make a representation regarding satisfaction of the fifth general condition set forth above in connection with the purchase of an offered certificate. The Underwriter Exemption also requires that the trust meet the following requirements: o the trust assets must consist solely of assets of the type that have been included in other investment pools; o certificates evidencing interests in those other investment pools must have been rated in one of the four highest generic categories of Moody's, Fitch or S&P for at least one year prior to the Plan's acquisition of an offered certificate; and o certificates evidencing interests in those other investment pools must have been purchased by investors other than Plans for at least one year prior to any Plan's acquisition of an offered certificate. We believe that these requirements have been satisfied as of the date of this prospectus supplement. If the general conditions of the Underwriter Exemption are satisfied, it may provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, as well as the excise taxes imposed by Sections 4975(a) and (b) of the Internal Revenue Code by reason of Sections 4975(c)(1)(A) through (D) of the Internal Revenue Code, in connection with-- o the direct or indirect sale, exchange or transfer of an offered certificate acquired by a Plan upon initial issuance from us or an Exemption-Favored Party when we are, or either mortgage loan seller, the trustee, the master servicer, the special servicer or any sub-servicer, provider of credit support, Exemption-Favored Party or mortgagor is, a Party in Interest with respect to the investing Plan, o the direct or indirect acquisition or disposition in the secondary market of an offered certificate by a Plan, and o the continued holding of an offered certificate by a Plan. However, no exemption is provided from the restrictions of Sections 406(a)(1)(E), 406(a)(2) and 407 of ERISA for the acquisition or holding of an offered certificate on behalf of a Plan sponsored by any member of the Restricted Group, if such acquisition or holding is by any person who has discretionary authority or renders investment advice with respect to the assets of that Plan. Moreover, if the general conditions of the Underwriter Exemption, as well as other conditions set forth in the Underwriter Exemption, are satisfied, it may also provide an exemption from the restrictions imposed by Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of the Internal Revenue Code in connection with: o the direct or indirect sale, exchange or transfer of offered certificates in the initial issuance of those certificates between us or an Exemption-Favored Party and a Plan when the person who has discretionary authority or renders investment advice with respect to the investment of the assets of the Plan in those certificates is a borrower, or an affiliate of a borrower, with respect to 5.0% or less of the fair market value of the underlying mortgage loans; o the direct or indirect acquisition or disposition in the secondary market of offered certificates by a Plan; and o the continued holding of offered certificates by a Plan. S-113
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Further, if the general conditions of the Underwriter Exemption, as well as other conditions set forth in the Underwriter Exemption are satisfied, it may provide an exemption from the restrictions imposed by Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections 4975(a) and (b) of the Internal Revenue Code by reason of Section 4975(c) of the Internal Revenue Code, for transactions in connection with the servicing, management and operation of the trust assets. Lastly, if the general conditions of the Underwriter Exemption are satisfied, it may also provide an exemption from the restrictions imposed by Sections 406(a) and 407(a) of ERISA, and the taxes imposed by Section 4975(a) and (b) of the Internal Revenue Code, by reason of Sections 4975(c)(1)(A) through (D) of the Internal Revenue Code, if the restrictions are deemed to otherwise apply merely because a person is deemed to be a Party in Interest with respect to an investing plan by virtue of-- o providing services to the Plan, or o having a specified relationship to this person, solely as a result of the Plan's ownership of offered certificates. Before purchasing an offered certificate, a fiduciary of a Plan should itself confirm that: o the offered certificates are "securities" for purposes of the Underwriter Exemption, and o the general and other conditions set forth in the Underwriter Exemption, and the other requirements set forth in the Underwriter Exemption, would be satisfied at the time of the purchase. EXEMPT PLANS A governmental plan as defined in Section 3(32) of ERISA is not subject to ERISA or Section 4975 of the Internal Revenue Code. However, a governmental plan may be subject to a federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Internal Revenue Code. A fiduciary of a governmental plan should make its own determination as to the need for and the availability of any exemptive relief under any similar law. FURTHER WARNINGS Any fiduciary of a Plan considering whether to purchase an offered certificate on behalf of that Plan should consult with its counsel regarding the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and the Internal Revenue Code to the investment. The sale of offered certificates to a Plan is in no way a representation or warranty by us or any of the underwriters that-- o the investment meets all relevant legal requirements with respect to investments by Plans generally or by any particular Plan, or o the investment is appropriate for Plans generally or for any particular Plan.  LEGAL INVESTMENT Upon issuance, the class A-1, A-2 and B certificates will be mortgage related securities for purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended. However, in order to remain mortgage related securities under SMMEA, the certificates must, among other things, continue to be rated in one of the two highest rating categories by at least one nationally recognized statistical rating organization. THE CLASS C AND D CERTIFICATES WILL NOT BE MORTGAGE RELATED SECURITIES FOR PURPOSES OF SMMEA. As a result, the appropriate characterization of those classes of offered certificates under various legal investment restrictions, and therefore the ability of investors subject to these restrictions to purchase those classes of offered certificates, is subject to significant interpretive uncertainties. Neither we nor any of the underwriters makes any representation as to the ability of particular investors to purchase the offered certificates under applicable legal investment or other restrictions. All institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates-- o are legal investments for them, or S-114
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o are subject to investment, capital or other restrictions. The foregoing does not take into consideration the applicability of statutes, rules, regulations, orders, guidelines or agreements generally governing investments made by a particular investor, including, but not limited to, prudent investor provisions, percentage-of-assets limits and provisions which may restrict or prohibit investment in securities which are not interest bearing or income paying. There may be other restrictions on the ability of investors, including depository institutions, either to purchase offered certificates or to purchase offered certificates representing more than a specified percentage of the investor's assets. Investors should consult their own legal advisors in determining whether and to what extent the offered certificates are legal investments for them. See "Legal Investment" in the accompanying prospectus.  METHOD OF DISTRIBUTION Subject to the terms and conditions of an underwriting agreement between us and the underwriters, the underwriters have agreed, severally and not jointly, to purchase from us, and we have agreed to sell to them, their respective allotments of the offered certificates as set forth on the table below. Proceeds to us from the sale of the offered certificates, before deducting expenses payable by us, will be approximately 100.5% of the total principal balance of the offered certificates, plus accrued interest on all the offered certificates from July 11, 2001. It is expected that delivery of the offered certificates will be made to the underwriters in book-entry form through the same day funds settlement system of DTC on or about July 30, 2001, against payment for them in immediately available funds. ALLOTMENT OF OFFERED CERTIFICATES [Enlarge/Download Table] UNDERWRITER CLASS A-1 CLASS A-2 CLASS B CLASS C CLASS D ----------- --------- --------- ------- ------- ------- Lehman Brothers Inc. .............. $351,391,000 $757,129,000 $55,294,000 $44,764,000 $16,000,000 UBS Warburg LLC ................... $ 0 $ 0 $ 0 $ 0 $ 0 Bear, Stearns & Co. Inc. .......... $ 0 $ 25,000,000 $ 0 $ 0 $ 0 ------------ ------------ ----------- ----------- ----------- Total ............................. $351,391,000 $782,129,000 $55,294,000 $44,764,000 $16,000,000 ============ ============ =========== =========== =========== The underwriting agreement provides that the obligations of the underwriters to pay for and accept delivery of the offered certificates is subject to, among other things: o the receipt of various legal opinions; and o the satisfaction of various conditions, including that-- 1. no stop order suspending the effectiveness of our registration statement is in effect, and 2. no proceedings for the purpose of obtaining a stop order are pending before or threatened by the SEC. The underwriters currently intend to sell the offered certificates from time to time in one or more negotiated transactions or otherwise at varying prices to be determined at the time of sale. The underwriters may accomplish these transactions by selling the offered certificates to or through dealers, and the dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriters. The underwriters may be deemed to have received compensation from us, in connection with the sale of the offered certificates, in the form of underwriting compensation. The underwriters and any dealers that participate with the underwriters in the distribution of the offered certificates may be deemed to be statutory underwriters and any profit on the resale of the offered certificates positioned by them may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended. The underwriting agreement provides that we will indemnify the underwriters, and that under limited circumstances the underwriters will indemnify us, against various civil liabilities under the Securities Act of 1933, as amended, relating to the disclosure in this prospectus supplement, the accompanying prospectus or our registration statement. We have also been advised by the underwriters that they presently intend to make a market in the offered certificates. The underwriters have no obligation to do so, however, and any market making may be discontinued at any time. There can be no assurance that an active public market for the offered certificates will develop. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to Sell Your Offered Certificates and May Have an Adverse Effect on the Market Value of Your Offered Certificates" in the accompanying prospectus. S-115
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With respect to this offering-- o Lehman Brothers Inc., one of our affiliates, is acting as lead manager and sole bookrunner, o UBS Warburg LLC is acting as co-lead manager, and o Bear, Stearns & Co. Inc. is acting as co-manager.  LEGAL MATTERS Particular legal matters relating to the certificates will be passed upon for us and the underwriters by Sidley Austin Brown & Wood, New York, New York.  RATINGS It is a condition to their issuance that the respective classes of offered certificates be rated as follows: [Download Table] CLASS S&P FITCH ----- --- ----- Class A-1 .......... AAA AAA Class A-2 .......... AAA AAA Class B ............ AA AA Class C ............ A A Class D ............ A- A- The ratings on the offered certificates address the likelihood of the timely receipt by the holders of all payments of interest to which they are entitled on each payment date and the ultimate receipt by the holders of all payments of principal to which those holders are entitled on or before the related rated final payment date. The ratings take into consideration the credit quality of the mortgage pool, structural and legal aspects associated with the offered certificates, and the extent to which the payment stream from the mortgage pool is adequate to make payments of interest and principal required under the offered certificates. The ratings on the respective classes of offered certificates do not represent any assessment of-- o the tax attributes of the offered certificates or of the trust, o whether or to what extent prepayments of principal may be received on the underlying mortgage loans, o the likelihood or frequency of prepayments of principal on the underlying mortgage loans, o the degree to which the amount or frequency of prepayments of principal on the underlying mortgage loans might differ from those originally anticipated, o whether or to what extent the interest payable on any class of offered certificates may be reduced in connection with Net Aggregate Prepayment Interest Shortfalls, o whether and to what extent prepayment premiums, yield maintenance charges, Default Interest or Post-ARD Additional Interest will be received, and o the yield to maturity that investors may experience. There can be no assurance as to whether any rating agency not requested to rate the offered certificates will nonetheless issue a rating to any class of offered certificates and, if so, what the rating would be. A rating assigned to any class of offered certificates by a rating agency that has not been requested by us to do so may be lower than the rating assigned thereto by S&P or Fitch. The ratings on the offered certificates should be evaluated independently from similar ratings on other types of securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating. See "Rating"in the accompanying prospectus. S-116
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GLOSSARY The following capitalized terms will have the respective meanings assigned to them in this "Glossary" section whenever they are used in this prospectus supplement, including in Annexes A-1, A-2 and A-3 to this prospectus supplement. "30/360 BASIS" means the accrual of interest based on a 360-day year consisting of twelve 30-day months. "ACTUAL/360 BASIS" means the accrual of interest based on the actual number of days elapsed during each one-month accrual period in a year assumed to consist of 360 days. "ADDITIONAL TRUST FUND EXPENSE" means an expense of the trust that-- o arises out of a default on a mortgage loan or an otherwise unanticipated event, o is not required to be paid by any party to the pooling and servicing agreement, o is not included in the calculation of a Realized Loss, o is not covered by a servicing advance or a corresponding collection from the related borrower, and o causes a shortfall in the payments of interest or principal on any class of series 2001-C3 certificates. We provide some examples of Additional Trust Fund Expenses under "Description of the Offered Certificates-- Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. "ADMINISTRATIVE COST RATE" means, with respect to each mortgage loan in the trust, the sum of the master servicing fee rate for that mortgage loan and the per annum rate at which the monthly fee of the trustee is calculated. "APPRAISAL REDUCTION AMOUNT" means, for any mortgage loan in the trust as to which an Appraisal Trigger Event has occurred, an amount that will equal the excess, if any, of "x" over "y" where-- o "x" is equal to the sum of: 1. the Stated Principal Balance of the mortgage loan; 2. to the extent not previously advanced by or on behalf of the master servicer, the trustee or the fiscal agent, all unpaid interest, other than any Default Interest and Post-ARD Additional Interest, accrued on the mortgage loan through the most recent due date prior to the date of determination; 3. all accrued but unpaid special servicing fees, liquidation fees and workout fees with respect to the mortgage loan; 4. all related unreimbursed advances made by or on behalf of the master servicer, the special servicer, the trustee or the fiscal agent with respect to the mortgage loan, together with interest on those advances; 5. any other unpaid Additional Trust Fund Expenses in respect of the mortgage loan; and 6. all currently due and unpaid real estate taxes and assessments, insurance premiums and, if applicable, ground rents and any unfunded improvement and other applicable reserves, with respect to the related mortgaged real property, net of any escrow reserves held by the master servicer or the special servicer which covers any such item; and o "y" is equal to the sum of: 1. the excess, if any, of-- (a) 90% of the resulting appraised or estimated value of the related mortgaged real property or REO Property, over (b) the amount of any obligations secured by liens on the property that are prior to the lien of the mortgage loan; 2. the amount of escrow payments and reserve funds held by the master servicer with respect to the mortgage loan that-- (a) are not required to be applied to pay real estate taxes and assessments, insurance premiums or ground rents, (b) may be used to reduce the principal balance of the mortgage loan, and S-117
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(c) are not scheduled to be applied within the next 12 months; and 3. the amount of any letter of credit that constitutes additional security for the mortgage loan that may be used to reduce the principal balance of the mortgage loan. If, however-- o the appraisal or other valuation estimate referred to in the second bullet of this definition is not obtained or performed within 60 days after the occurrence of the Appraisal Trigger Event referred to in the first sentence of this definition, and o either-- 1. no comparable appraisal or other valuation, or update of a comparable appraisal or other valuation, had been obtained or performed during the 12-month period prior to that Appraisal Trigger Event, or 2. there has been a material change in the circumstances surrounding the related mortgaged real property subsequent to any earlier appraisal or other valuation, or any earlier update of an appraisal or other valuation, that, in the special servicer's judgment, materially affects the value of the property, then until the required appraisal or other valuation is obtained or performed, the Appraisal Reduction Amount for the subject mortgage loan will equal 25% of the Stated Principal Balance of that mortgage loan. After receipt of the required appraisal or other valuation, the special servicer will determine the Appraisal Reduction Amount, if any, for the subject mortgage loan as described in the first sentence of this definition. For purposes of this definition, each mortgage loan that is part of a group of cross-collateralized mortgage loans will be treated separately for purposes of calculating any Appraisal Reduction Amount. The Chrysler Building Loan Pair will be treated as a single pooled mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to that pair of loans. "APPRAISAL TRIGGER EVENT" means, with respect to any mortgage loan in the trust, any of the following events: o the mortgage loan has been modified by the special servicer in a manner that-- 1. affects that amount or timing of any payment of principal or interest due on it, other than, or in addition to, bringing monthly debt service payments current with respect to the mortgage loan, 2. except as expressly contemplated by the related loan documents, results in a release of the lien of the related mortgage instrument on any material portion of the related mortgaged real property without a corresponding principal prepayment in an amount, or the delivery by the related borrower of substitute real property collateral with a fair market value, that is not less than the fair market value of the property to be released, or 3. in the judgment of the special servicer, otherwise materially impairs the security for the mortgage loan or reduces the likelihood of timely payment of amounts due on the mortgage loan; o the mortgage loan is 20 days, or, in certain circumstances involving the delivery of a refinancing commitment, 30 days, or more delinquent in respect of any balloon payment or 60 days or more delinquent in respect of any other monthly debt service payment; o a receiver is appointed and continues for 60 days in that capacity in respect of the mortgaged real property securing the mortgage loan; o the related borrower becomes the subject of voluntary bankruptcy, insolvency or similar proceedings or involuntary bankruptcy, insolvency or similar proceedings that remain undismissed for 60 days; o the mortgaged real property securing the mortgage loan becomes an REO Property; or o the mortgage loan remains outstanding five years after any extension of its maturity. "ARD LOAN" means any mortgage loan in the trust having the characteristics described in the first paragraph under "Description of the Mortgage Pool--Terms and Conditions of the Underlying Mortgage Loans--ARD Loans" in this prospectus supplement. "AVAILABLE P&I FUNDS" means the total amount available to make payments of interest and principal on the series 2001-C3 certificates on each payment date. S-118
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"CAPITAL IMP. RESERVE" means, with respect to any mortgage loan in the trust, funded reserves escrowed for repairs, replacements and corrections of issues outlined in the engineering reports. "CAPE COD MALL MORTGAGE LOAN" means the pooled mortgage loan secured by the Cape Cod Mall Mortgaged Property. "CAPE COD MALL MORTGAGED PROPERTY" means the mortgaged real property identified on Annex A-1 to this prospectus supplement as the Cape Cod Mall, excluding the stores and pads for Macy's and Filene's. "CBE" means corporate bond equivalent. "CERCLA" means the Federal Comprehensive Environmental, Response, Compensation and Liability Act of 1980, as amended. "CHRYSLER BUILDING COMPANION LOAN" means the mortgage loan not included in the trust that is secured by the Chrysler Building Mortgaged Property and, as of the cut-off date, has an unpaid principal balance of $40,000,000. "CHRYSLER BUILDING COMPANION LOAN NOTEHOLDER" means the holder of the subordinate note evidencing the Chrysler Building Companion Loan, which is the junior loan in the A/B note structure that includes the Chrysler Building Mortgage Loan. "CHRYSLER BUILDING LOAN PAIR" means, collectively, the Chrysler Building Mortgage Loan and the Chrysler Building Companion Loan. "CHRYSLER BUILDING MORTGAGE LOAN" means the pooled mortgage loan secured by the Chrysler Building Mortgaged Property. "CHRYSLER BUILDING MORTGAGED PROPERTY" means the mortgaged real property identified on Annex A-1 to this prospectus supplement as the Chrysler Building. "CLASS A PRINCIPAL PAYMENT CROSS-OVER DATE" means the first payment date as of the commencement of business on which-- o both the class A-1 certificates and the class A-2 certificates remain outstanding, and o the total principal balance of the class B, C, D, E, F, G, H, J, K, L, M, N, P and Q certificates have previously been reduced to zero as described under "Description of the Offered Certificates--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. "CONDEMNATION PROCEEDS" means all proceeds and other amounts received in connection with the condemnation or the taking by right of eminent domain of a mortgaged real property or an REO Property, other than any such proceeds applied to the restoration of the property or otherwise released to the related borrower or another appropriate person. "CPR" means an assumed constant rate of prepayment each month, which is expressed on a per annum basis, relative to the then outstanding principal balance of a pool of mortgage loans for the life of those loans. The CPR model is the prepayment model that we use in this prospectus supplement. "CUT-OFF DATE LOAN-TO-VALUE RATIO" or "CUT-OFF DATE LTV" means, with respect to any mortgage loan in the trust, the ratio, expressed as a percentage, of-- o the cut-off date principal balance of that mortgage loan, as shown on Annex A-1 to this prospectus supplement, to o the appraised value of the related mortgaged real property, as shown on Annex A-1 to this prospectus supplement. "D(X)" means the related mortgage loan, for a period of x months, prohibits voluntary prepayments, but permits the related borrower to defease that mortgage loan in order to obtain a release of one or more mortgaged real properties. "DEFAULT INTEREST" means any interest that-- o accrues on a defaulted mortgage loan solely by reason of the subject default, and o is in excess of all interest at the related mortgage interest rate and any Post-ARD Additional Interest accrued on the mortgage loan. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. S-119
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"ERISA PLAN" means any employee benefit plan that is subject to the fiduciary responsibility provisions of ERISA. "EXEMPTION-FAVORED PARTY" means any of-- o Lehman Brothers Inc., o any person directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with Lehman Brothers Inc., and o any member of the underwriting syndicate or selling group of which a person described in the prior two bullets is a manager or co-manager with respect to the offered certificates. "FITCH" means Fitch, Inc. "GAAP" means generally accepted accounting principles in the United States of America. "GOVERNMENT SECURITIES" means non-callable United States Treasury obligations, and other non-callable government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, that are acceptable to S&P and Fitch as defeasance collateral. "INSURANCE PROCEEDS" means all proceeds and other amounts received under any hazard, flood, title or other insurance policy that provides coverage with respect to a mortgaged real property or the related pooled mortgage loan, together with any comparable amounts received with respect to an REO Property, other than any such proceeds applied to the restoration of the property or otherwise released to the related borrower or another appropriate person. "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986. "IRS" means the Internal Revenue Service. "LEHMAN MORTGAGE LOAN" means each mortgage loan in the trust that was transferred to us by the Lehman Mortgage Loan Seller. "LEHMAN MORTGAGE LOAN SELLER" means our particular affiliate that transferred mortgage loans to us for inclusion in the trust. "LIQUIDATION PROCEEDS" means all cash proceeds received and retained by the trust in connection with-- o the liquidation of defaulted mortgage loans by foreclosure or otherwise, o the repurchase of any mortgage loan by us or the UBS Mortgage Loan Seller, as described under "Description of the Mortgage Pool--Cures and Repurchases" in this prospectus supplement, o the purchase of any defaulted mortgage loan by any party as described under "Servicing of the Underlying Mortgage Loans--Realization Upon Defaulted Mortgage Loans; Sale of Defaulted Mortgage Loans and REO Properties" in this prospectus supplement; o the purchase of all remaining mortgage loans and REO Properties in the trust by us, Lehman Brothers Inc., the special servicer, any certificateholder of the series 2001-C3 controlling class or the master servicer, as described under "Description of the Offered Certificates--Termination" in this prospectus supplement; o the purchase of the Chrysler Building Mortgage Loan by the Chrysler Building Companion Loan Noteholder, as described under "Description of the Mortgage Pool--Significant Underlying Mortgage Loans--The Chrysler Building Mortgage Loan--The Co-Lender Agreement" in this prospectus supplement; o the purchase by the UBS Mortgage Loan Seller of either of the mortgage loans that may be defeased before the second anniversary of the initial issuance of the offered certificates,as described under "Description of the Mortgage Pool--Repurchase of Early Defeasance Mortgage Loans" in this prospectus supplement; and o the sale of an REO Property. "LOAN PER SQ. FT." means, with respect to each pooled mortgage loan secured by a lien on a mortgaged real property that constitutes a retail, industrial/warehouse, self-storage or office property, the cut-off date principal balance of that mortgage loan, as shown on Annex A-1 to this prospectus supplement, divided by the net rentable square foot area of the related mortgaged real property. S-120
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"LOAN PER UNIT" means, with respect to each pooled mortgage loan secured by a lien on a mortgaged real property that constitutes a multifamily rental apartment, a mobile home park or a hospitality property, the cut-off date principal balance of that mortgage loan, as shown on Annex A-1 to this prospectus supplement, divided by the number of units, pads or guest rooms, respectively, at or on the related mortgaged real property. "L(X)" means, with respect to any mortgage loan in the trust, a period of x months during which voluntary prepayments of principal are prohibited and defeasance may not occur. "MATURITY DATE LOAN-TO-VALUE RATIO" or "SCHEDULED MATURITY/ARD LTV" means, with respect to any mortgage loan in the trust, the ratio, expressed as a percentage, of-- o the expected balance of that mortgage loan on its maturity date or, in the case of an ARD Loan, its anticipated repayment date, assuming no prepayments of principal or defaults, to o the appraised value of the related mortgaged real property, as shown on Annex A-1 to this prospectus supplement. "MOODY'S" means Moody's Investors Service, Inc. "MODELING ASSUMPTIONS" means, collectively, the following assumptions regarding the series 2001-C3 certificates and the mortgage loans in the trust: o the mortgage loans have the characteristics set forth on Annex A-1 and the initial mortgage pool balance is approximately $1,382,342,368; o the initial total principal balance or notional amount, as the case may be, of each class of series 2001-C3 certificates is as described in this prospectus supplement; o the pass-through rate for each class of series 2001-C3 certificates is as described in this prospectus supplement; o there are no delinquencies or losses with respect to the mortgage loans; o there are no modifications, extensions, waivers or amendments affecting the monthly debt service payments by borrowers on the mortgage loans; o there are no Appraisal Reduction Amounts with respect to the mortgage loans; o there are no casualties or condemnations affecting the corresponding mortgaged real properties; o each of the mortgage loans provides for monthly debt service payments to be due on the first, tenth or eleventh day, as applicable, of each month, which monthly debt service payments are timely received, and each of the mortgage loans accrues interest on the respective basis described in this prospectus supplement, which is either a 30/360 Basis or an Actual/360 Basis; o all prepayments on the mortgage loans are assumed to be accompanied by a full month's interest; o there are no breaches of our representations and warranties or those of the UBS Mortgage Loan Seller regarding the mortgage loans; o no voluntary or involuntary prepayments are received as to any mortgage loan during that mortgage loan's prepayment lockout period, defeasance period, yield maintenance period or declining premium period, in each case if any; o each ARD Loan is paid in full on its anticipated repayment date; o except as otherwise assumed in the immediately preceding two bullets, prepayments are made on each of the mortgage loans at the indicated CPRs set forth in the subject tables or other relevant part of this prospectus supplement, without regard to any limitations in those mortgage loans on partial voluntary principal prepayments; o no person or entity entitled thereto exercises its right of optional termination described in this prospectus supplement under "Description of the Offered Certificates--Termination"; o no mortgage loan is required to be repurchased by us or the UBS Mortgage Loan Seller; o no Prepayment Interest Shortfalls are incurred and no prepayment premiums or yield maintenance charges are collected; S-121
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o there are no Additional Trust Fund Expenses; o payments on the offered certificates are made on the 15th day of each month, commencing in August 2001; and o the offered certificates are settled on July 30, 2001. For purposes of the Modeling Assumptions, a "yield maintenance period" is any period during which a mortgage loan provides that voluntary prepayments be accompanied by a yield maintenance charge, and a "declining premium period" is any period during which a mortgage loan provides that voluntary prepayments be accompanied by a prepayment premium calculated as a declining percentage of the principal amount prepaid. "NAP" means that, with respect to a particular category of data, the data is not applicable. "NAV" means that, with respect to a particular category of data, the data is not available. "NET AGGREGATE PREPAYMENT INTEREST SHORTFALL" means, with respect to any payment date, the excess, if any, of-- o the Prepayment Interest Shortfalls incurred with respect to the entire mortgage pool during the related collection period, over o the total payments made by the master servicer to cover those Prepayment Interest Shortfalls. "NET CASH FLOW" or "U/W NET CASH FLOW" means for any mortgaged real property securing a mortgage loan in the trust: o the revenue derived from the use and operation of that property; less o the total of the following items-- (a) allowances for vacancies and credit losses, (b) operating expenses, such as utilities, administrative expenses, repairs and maintenance, management fees and advertising, (c) fixed expenses, such as insurance, real estate taxes and ground lease payments, if applicable, and (d) replacement reserves, tenant improvement costs and leasing commissions. Net Cash Flow does not reflect interest expenses and non-cash items, such as depreciation and amortization, and generally does not reflect capital expenditures. In determining the Net Cash Flow for any mortgaged real property securing a mortgage loan in the trust, the related originator relied on one or more of the following items supplied by the related borrower: o rolling 12-month operating statements; o applicable year-to-date financial statements and budgets, if available; and o except in the case of hospitality properties and single tenant properties, rent rolls that were in almost all cases current as of the date not earlier than seven months prior to the respective date of origination. In general, except in the case of the Chrysler Building Mortgage Loan, the Cape Cod Mall Mortgage Loan, the Vista Ridge Mall Mortgage Loan, the Westlake Center Mortgage Loan and the hospitality mortgage loans, as to which some of the above-described items were audited or were reviewed by an auditor under a set of agreed-upon procedures, these items were not audited or otherwise confirmed by an independent party. In determining the "revenue" component of Net Cash Flow for each mortgaged real property, other than a hospitality property, the related originator generally relied on the most recent rent roll supplied by the related borrower. Where the actual vacancy shown on that rent roll and the market vacancy was less than 5.0%, the originator generally assumed a minimum of 5.0% vacancy in determining revenue from rents, except that, in the case of certain anchored shopping centers and certain single tenant properties, space occupied by those anchor or single tenants may have been disregarded in performing the vacancy adjustment due to the length of the related leases or creditworthiness of those tenants, in accordance with the originator's underwriting standards. In determining rental revenue for multifamily rental, self storage and mobile home park properties, the related originator either reviewed rental revenue shown on the certified rolling 12-month operating statements or annualized the rental revenue and reimbursement of expenses shown on rent rolls or recent partial year operating statements with respect to the prior one-to twelve-month periods. S-122
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For the other mortgaged real properties, other than hospitality properties, the related originator generally annualized rental revenue shown on the most recent certified rent roll, after applying the vacancy factor, without further regard to the terms, including expiration dates, of the leases shown on that rent roll. In the case of hospitality properties, gross receipts were determined on the basis of historical operating levels shown on the borrower-supplied 12-month trailing operating statements. In general, any non-recurring revenue items and non-property related revenue were eliminated from the calculation. In determining the "expense" component of Net Cash Flow for each mortgaged real property, the related originator generally relied on full-year or year-to-date financial statements, rolling 12-month operating statements and/or year-to-date financial statements supplied by the related borrower, except that-- o If tax or insurance expense information more current than that reflected in the financial statements was available, the newer information was used. o Property management fees were generally assumed to be 1.5% to 6.0% of effective gross revenue, except with respect to hospitality properties, where 4.0% of gross receipts was assumed. o In general, assumptions were made with respect to the average amount of reserves for leasing commissions, tenant improvement expenses and capital expenditures. o Expenses were generally assumed to include annual replacement reserves equal to: (a) in the case of retail, office, self-storage and industrial/ warehouse properties, generally not less than $0.06 per square foot and not more than $0.36 per square foot of net rentable commercial area; (b) in the case of multifamily rental apartments, generally not less than $199.00 or more than $361.00 per residential unit per year, depending on the condition of the property; (c) in the case of hospitality properties, 5% of the gross revenues received by the property owner on an ongoing basis; and (d) in the case of mobile home parks, generally not less than $13.00 or more than $71.00 per pad per year. In some instances, the related originator recharacterized as capital expenditures those items reported by borrowers as operating expenses, thereby increasing "Net Cash Flow", where the originator determined appropriate. "O(Z)" means, with respect to any Mortgage Loan, a period of z months during which prepayments of principal are permitted without the payment of any prepayment premium or yield maintenance charge and no defeasance can be required. "OCCUPANCY PERCENTAGE" or "OCCUPANCY RATE" means: o in the case of multifamily rental properties, the percentage of rental units or pads, as applicable, that are rented as of the date of determination, o in the case of office, retail and industrial/warehouse properties, the percentage of the net rentable square footage rented as of the date of determination, o in the case of hospitality properties, the percentage of available rooms occupied for the trailing twelve-month period ending on the date of determination, and o in the case of self storage facilities, either the percentage of the net rentable square footage rented as of the date of determination or the percentage of units rented as of the date of determination, depending on borrower reporting. "ORIGINAL AMORTIZATION TERM" means, with respect to each mortgage loan in the trust, other than the one loan that provides for interest-only payments for the first 24 months of the loan term, the number of months from origination to the month in which that mortgage loan would fully amortize in accordance with its amortization schedule, without regard to any balloon payment that may be due, and assuming no prepayments of principal and no defaults. "ORIGINAL INTEREST-ONLY PERIOD" means, with respect to any mortgage loan in the trust, the period, if any, following the related origination date during which scheduled payments of interest only are required. "ORIGINAL TERM TO MATURITY" means, with respect to each mortgage loan in the trust, the number of months from origination to maturity or, in the case of an ARD Loan, to the anticipated repayment date. S-123
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"P&I" means principal and/or interest. "PARTY IN INTEREST" means any person that is a "party in interest" within the meaning of ERISA or a "disqualified person" within the meaning of the Internal Revenue Code of 1986. "PERMITTED ENCUMBRANCES" means, with respect to any mortgaged real property securing a mortgage loan in the trust, any and all of the following: o liens for real estate taxes and special assessments not yet due and delinquent, o covenants, conditions and restrictions, rights of way, easements and other matters that are of public record as of the date of recording of the related mortgage instrument, the exceptions appearing of record being customarily acceptable to mortgage lending institutions generally or specifically reflected in the appraisal of that property made in connection with the origination of that mortgage loan, and o other matters to which like properties are commonly subject, none of which materially and adversely affect the value or marketability of that property. "PERMITTED INVESTMENTS" means U.S. government securities and other investment grade obligations specified in the pooling and servicing agreement. "PLAN" means any ERISA Plan or any other employee benefit or retirement plan, arrangement or account, including any individual retirement account or Keogh plan, that is subject to Section 4975 of the Internal Revenue Code. "PLAN ASSET REGULATIONS" means the regulations of the U.S. Department of Labor promulgated under ERISA. "POST-ARD ADDITIONAL INTEREST" means, with respect to any ARD Loan, the additional interest accrued with respect to that mortgage loan as a result of the marginal increase in the related mortgage interest rate upon passage of the related anticipated repayment date, as that additional interest may compound in accordance with the terms of that mortgage loan. "PREPAYMENT INTEREST EXCESS" means, with respect to any full or partial prepayment of a pooled mortgage loan made by the related borrower during any collection period after the due date for that loan, the amount of any interest collected on that prepayment for the period from and after that due date to the date of prepayment, less the amount of related master servicing fees payable from that interest collection, and exclusive of any Default Interest and Post-ARD Additional Interest included in that interest collection. "PREPAYMENT INTEREST SHORTFALL" means, with respect to any full or partial prepayment of a pooled mortgage loan made by the related borrower during any collection period prior to the due date for that loan, the amount of any uncollected interest that would have accrued on that prepayment prior to that due date, less the amount of related master servicing fees that would have been payable from that uncollected interest, and exclusive of any portion of that uncollected interest that would have represented Default Interest or Post-ARD Additional Interest. "PTE" means prohibited transaction exemption. "REALIZED LOSSES" mean losses on or with respect of the pooled mortgage loans arising from the inability of the master servicer and/or the special servicer to collect all amounts due and owing under the mortgage loans, including by reason of the fraud or bankruptcy of a borrower or, to the extent not covered by insurance, a casualty of any nature at a mortgaged real property. We discuss the calculation of Realized Losses under "Description of the Offered Certificates--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. "REMAINING AMORTIZATION TERM" means, with respect to each mortgage loan in the trust, the number of months remaining from the cut-off date to the month in which that mortgage loan would fully amortize in accordance with its amortization schedule, without regard to any balloon payment that may be due and assuming no prepayments of principal and no defaults. "REMAINING INTEREST-ONLY PERIOD" means, with respect to any mortgage loan in the trust, the period, if any, following the cut-off date during which scheduled payments of interest only are required. "REMAINING TERM TO MATURITY" means, with respect to each mortgage loan in the trust, the number of months remaining to maturity or, in the case of an ARD Loan, to the anticipated repayment date. S-124
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"REMIC" means a real estate mortgage investment conduit as defined in Section 860D of the Internal Revenue Code of 1986. "REO PROPERTY" means any mortgaged real property that is acquired by the trust through foreclosure, deed-in-lieu of foreclosure or otherwise following a default on the corresponding pooled mortgage loan. "REPLACEMENT RESERVE" means, with respect to any mortgage loan in the trust, funded reserves escrowed for ongoing items such as repairs and replacements, including, in the case of hospitality properties, reserves for furniture, fixtures and equipment. In some cases, however, the reserve will be subject to a maximum amount, and once that maximum amount is reached, the reserve will not thereafter be funded, except to the extent it is drawn upon. "RESTRICTED GROUP" means, collectively-- 1. the trustee, 2. the Exemption-Favored Parties, 3. us, 4. the master servicer, 5. the special servicer, 6. any sub-servicers, 7. the mortgage loan sellers, 8. each borrower, if any, with respect to mortgage loans constituting more than 5.0% of the total unamortized principal balance of the mortgage pool as of the date of initial issuance of the offered certificates, and 9. any and all affiliates of any of the aforementioned persons. "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. "SEC" means the Securities and Exchange Commission. "SERVICING STANDARD" means, with respect to either the master servicer or the special servicer, to service and administer those mortgage loans and any REO Properties subject to the pooling and servicing agreement for which that party is responsible: o with the same care, skill, prudence and diligence as is normal and usual in its general mortgage servicing and asset management activities with respect to comparable loans and real properties that either-- 1. are part of other third party portfolios, giving due consideration to customary and usual standards of practice of prudent institutional commercial lenders servicing their own loans, or 2. are held as part of its own portfolio, whichever is a higher standard; o with a view to-- 1. the timely collection of all scheduled payments of principal and interest, including balloon payments, under those mortgage loans, and 2. in the case of the special servicer, if a pooled mortgage loan or the Chrysler Building Companion Loan comes into and continues in default and if, in the judgment of the special servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery on that defaulted mortgage loan to the series 2001-C3 certificateholders and, in the case of the Chrysler Building Loan Pair, to the Chrysler Building Loan Noteholder, as a collective whole, on a present value basis; and o without regard to-- 1. any relationship that the master servicer or the special servicer, as the case may be, or any of its affiliates may have with any of the underlying borrowers or any other party to the pooling and servicing agreement, S-125
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2. the ownership of any series 2001-C3 certificate or any security backed by the Chrysler Building Companion Loan by the master servicer or the special servicer, as the case may be, or by any of its affiliates, 3. the obligation of the master servicer or the special servicer, as the case may be, to make advances, 4. the right of the master servicer or the special servicer, as the case may be, or any of its affiliates to receive reimbursement of costs, or any compensation payable to it under the pooling and servicing agreement generally or with respect to any particular transaction, and 5. the ownership, servicing or management of other loans or properties not covered by the pooling and servicing agreement. "SERVICING TRANSFER EVENT" means, with respect to any mortgage loan in the trust or the Chrysler Building Companion Loan, any of the following events: 1. the related borrower fails to make when due any scheduled debt service payment, including a balloon payment, and either the failure actually continues, or the master servicer believes it will continue, unremedied-- (a) except in the case of a delinquent balloon payment, for 60 days beyond the date the subject payment was due, or (b) solely in the case of a defaulted balloon mortgage loan that is delinquent in respect of its balloon payment, for one business day after the subject balloon payment was due or, in certain circumstances involving the delivery of a refinancing commitment, 30 days, beyond the date on which that balloon payment was due; 2. the master servicer determines that a default in the making of a monthly debt service payment, including a balloon payment, is likely to occur and the default is likely to remain unremedied for at least the applicable period contemplated in clause 1. of this definition; 3. a default, other than as described in clause 1. of this definition, occurs under the mortgage loan that materially impairs the value of the corresponding mortgaged real property as security for the mortgage loan or otherwise materially adversely affects the interests of series 2001-C3 certificateholders or, in the case of the Chrysler Building Companion Loan, the interests of the Chrysler Building Companion Loan Noteholder, and the default continues unremedied for the applicable cure period under the terms of the mortgage loan or, if no cure period is specified and the default is capable of being cured, for 30 days; 4. various events of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities, or similar proceedings occur with respect to the related borrower or the corresponding mortgaged real property, or the related borrower takes various actions indicating its bankruptcy, insolvency or inability to pay its obligations; or 5. the master servicer receives notice of the commencement of foreclosure or similar proceedings with respect to the corresponding mortgaged real property. A Servicing Transfer Event will cease to exist, if and when: o with respect to the circumstances described in clause 1. of this definition, the related borrower makes three consecutive full and timely monthly debt service payments under the terms of the mortgage loan, as those terms may be changed or modified in connection with a bankruptcy or similar proceeding involving the related borrower or by reason of a modification, extension, waiver or amendment granted or agreed to by the master servicer or the special servicer; o with respect to the circumstances described in clauses 2. and 4. of this definition, those circumstances cease to exist in the good faith, reasonable judgment of the special servicer, but, with respect to any bankruptcy or insolvency proceedings contemplated by clause 4., no later than the entry of an order or decree dismissing the proceeding; o with respect to the circumstances described in clause 3. of this definition, the default is cured in the judgment of the special servicer; and o with respect to the circumstances described in clause 5. of this definition, the proceedings are terminated. "SHADOW" means, with respect to any mortgaged real property used for retail purposes, a store or other business that materially affects the draw of customers to that property, but which may be located at a nearby property or on a portion of that property that does not constitute security for the related mortgage loan in the trust. S-126
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"STATED PRINCIPAL BALANCE" means, for each mortgage loan in the trust, an amount that: o will initially equal its cut-off date principal balance; and o will be permanently reduced on each payment date, to not less than zero, by-- 1. that portion, if any, of the Total Principal Payment Amount for that payment date that is attributable to that mortgage loan, and 2. the principal portion of any Realized Loss incurred with respect to that mortgage loan during the related collection period. However, the "Stated Principal Balance" of a pooled mortgage loan will, in all cases, be zero as of the payment date following the collection period in which it is determined that all amounts ultimately collectable with respect to the mortgage loan or any related REO Property have been received. "TI/LC RESERVE" means, with respect to any mortgage loan in the trust, funded reserves escrowed for tenant improvement allowances and leasing commissions. In certain cases, however, the reserve will be subject to a maximum amount, and once that maximum amount is reached, the reserve will not thereafter be funded, except to the extent it is drawn upon. "TOTAL PRINCIPAL PAYMENT AMOUNT" means, for any payment date, an amount equal to the total, without duplication, of the following: o all payments of principal, including voluntary principal prepayments, received on the pooled mortgage loans during the related collection period, in each case exclusive of any portion of the particular payment that represents a late collection of principal for which an advance was previously made for a prior payment date or that represents a monthly payment of principal due on or before the cut-off date or on a due date subsequent to the end of the related collection period; o all monthly payments of principal received on the pooled mortgage loans prior to, but that are due during, the related collection period; o all other collections, including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds, that were received on or with respect to any of the pooled mortgage loans or any related REO Properties during the related collection period and that were identified and applied by the master servicer as recoveries of principal of the subject mortgage loan or, in the case of an REO Property, of the related mortgage loan, in each case net of any portion of the particular collection that represents a late collection of principal due on or before the cut-off date or for which an advance of principal was previously made for a prior payment date; and o all advances of principal made with respect to the pooled mortgage loans for that payment date. The Total Principal Payment Amount will not include any payments or other collections of principal with respect to the Chrysler Building Companion Loan. "UBS MORTGAGE LOAN" means each mortgage loan in the trust that was directly or indirectly originated or acquired by the UBS Mortgage Loan Seller. "UBS MORTGAGE LOAN SELLER" means UBS Warburg Real Estate Investments Inc. "UNDERWRITER EXEMPTION" means Prohibited Transaction Exemption 91-14, as amended to date, including by Prohibited Transaction Exemption 2000-58, as described under "ERISA Considerations" in this prospectus supplement. "UNDERWRITING RESERVES" means, with respect to any mortgage loan in the trust, estimated annual capital costs, as used by the related originator in determining Net Cash Flow. "UNDERWRITTEN DEBT SERVICE COVERAGE RATIO", "DSCR @NET CASH FLOW" or "U/W NCF DSCR" means, with respect to any mortgage loan in the trust, the ratio of-- o Net Cash Flow for the related mortgaged real property, to o the annualized amount of debt service that will be payable under that mortgage loan commencing after the cut-off date or, if the mortgage loan is in an initial interest-only period, after the commencement of amortization. S-127
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"UNITED STATES PERSON" means-- o a citizen or resident of the United States, o a domestic partnership, o a domestic corporation, o any estate, other than a foreign estate within the meaning of paragraph (31) of Section 7701(a) of the Internal Revenue Code, and o any trust if-- 1. a court within the United States is able to exercise primary supervision over the administration of the trust, and 2. one or more United States Persons have the authority to control all substantial decisions of the trust. "VISTA RIDGE MALL MORTGAGE LOAN" means the pooled mortgage loan secured by the Vista Ridge Mall Mortgaged Property. "VISTA RIDGE MALL MORTGAGED PROPERTY" means the mortgaged real property identified on Annex A-1 to this prospectus supplement as the Vista Ridge Mall, excluding the anchors' stores and pads. "WEIGHTED AVERAGE POOL PASS-THROUGH RATE" means, for each interest accrual period, the weighted average of the below-described annual rates with respect to all of the mortgage loans in the trust, weighted on the basis of the mortgage loans' respective Stated Principal Balances immediately prior to the related payment date: o in the case of each mortgage loan that accrues interest on a 30/360 Basis, an annual rate equal to-- 1. the mortgage interest rate in effect for that mortgage loan as of the cut-off date, minus 2. the related Administrative Cost Rate; and o in the case of each mortgage loan that accrues interest on an Actual/360 Basis, an annual rate generally equal to-- 1. the product of (a) twelve (12), times (b) a fraction, expressed as a percentage, the numerator of which, subject to adjustment as described below in this definition, is the total amount of interest that accrued or would have accrued, as applicable, with respect to that mortgage loan on an Actual/360 Basis during that interest accrual period, based on its Stated Principal Balance immediately preceding the related payment date and its mortgage interest rate in effect as of the cut-off date, and the denominator of which is the Stated Principal Balance of the mortgage loan immediately prior to the related payment date, minus 2. the related Administrative Cost Rate. Notwithstanding the foregoing, if the related payment date occurs during January, except during a leap year, or February, then, in the case of any particular mortgage loan that accrues interest on an Actual/360 Basis, the amount of interest that comprises the numerator of the fraction described in clause 1(b) of the second bullet of this definition will be decreased to reflect any interest reserve amount with respect to that mortgage loan that is transferred from the trustee's collection account to the trustee's interest reserve account during that month. Furthermore, if the related payment date occurs during March, then, in the case of any particular mortgage loan that accrues interest on an Actual/360 Basis, the amount of interest that comprises the numerator of the fraction described in clause 1(b) of the second bullet of this definition will be increased to reflect any interest reserve amounts with respect to that mortgage loan that are transferred from the trustee's interest reserve account to the trustee's collection account during that month. "WESTLAKE CENTER MORTGAGE LOAN" means the pooled mortgage loan secured by the Westlake Center Mortgaged Property. "WESTLAKE CENTER MORTGAGED PROPERTY" means the mortgaged real property identified on Annex A-1 to this prospectus supplement as the Westlake Center. "YEAR BUILT/RENOVATED" means the year that a mortgaged real property was originally constructed or, if applicable, most recently renovated in a substantial manner. With respect to any mortgaged real property that was constructed in phases, "Year Built/Renovated" refers to the year that the first phase was originally constructed. S-128
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"YM(X)% (Y)" means, with respect to any mortgage loan in the trust, a period of y months during which prepayments of principal are permitted, but must be accompanied by a yield maintenance charge equal to the greater of an amount calculated pursuant to a yield maintenance formula and x% of the principal amount prepaid. S-129
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ANNEX A-1 CERTAIN CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS
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AMORTIZATION TYPES (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE NUMBER PRINCIPAL PRINCIPAL PRINCIPAL AMORTIZATION TYPES OF LOANS BALANCE BALANCE BALANCE ------------------------- ---------- ----------------- -------------- -------------- Balloon ................. 111 $ 742,344,820 54.06% $ 6,732,836 ARD ..................... 24 634,997,548 45.94 26,458,231 --- -------------- ------ ----------- TOTAL/AVG/WTD AVG ....... 135 $1,382,342,368 100.00% $10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE AMORTIZATION TYPES BALANCE LTV DSCR RATE (1) RATE ------------------------- -------------- -------------- ----------- ----------- ---------- Balloon ................. $ 99,694,017 71.1% 1.40x 96.69% 7.419% ARD ..................... 180,000,000 58.8 1.65 97.67 7.406 ------------ ---- ---- ----- ----- TOTAL/AVG/WTD AVG ....... $180,000,000 65.5% 1.51X 97.16% 7.413% ------- (1) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-1
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CUT-OFF DATE LOAN-TO-VALUE RATIOS (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF CUT-OFF DATE NUMBER PRINCIPAL PRINCIPAL PRINCIPAL LOAN-TO-VALUE RATIOS (%) OF LOANS BALANCE BALANCE BALANCE ----------------------------- ---------- ----------------- -------------- -------------- 35.01 - 40.00 ............... 1 $ 5,095,786 0.37% $ 5,095,786 40.01 - 45.00 ............... 2 250,718,479 18.14 125,359,240 45.01 - 50.00 ............... 1 3,289,289 0.24 3,289,289 50.01 - 55.00 ............... 4 22,949,030 1.66 5,737,257 55.01 - 60.00 ............... 4 67,793,918 4.90 16,948,479 60.01 - 65.00 ............... 8 228,574,756 16.54 28,571,844 65.01 - 70.00 ............... 17 65,683,280 4.75 3,863,722 70.01 - 75.00 ............... 52 387,162,611 28.01 7,445,435 75.01 - 80.00 ............... 44 341,015,681 24.67 7,750,356 80.01 (greater than) = ...... 2 10,059,538 0.73 5,029,769 -- -------------- ------ ------------ TOTAL/AVG/WTD AVG ........... 135 $1,382,342,368 100.00% $ 10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF CUT-OFF DATE PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE LOAN-TO-VALUE RATIOS (%) BALANCE LTV DSCR RATE (1) RATE ----------------------------- -------------- -------------- ----------- ----------- ---------- 35.01 - 40.00 ............... $ 5,095,786 35.4% 1.70x 100.00% 6.960% 40.01 - 45.00 ............... 180,000,000 42.7 2.03 98.16 7.186 45.01 - 50.00 ............... 3,289,289 47.0 1.61 NAP 7.476 50.01 - 55.00 ............... 13,506,078 51.1 1.53 94.33 8.085 55.01 - 60.00 ............... 43,451,161 56.9 1.58 93.27 7.983 60.01 - 65.00 ............... 99,694,017 62.5 1.60 98.30 6.987 65.01 - 70.00 ............... 8,537,550 67.8 1.38 95.47 7.480 70.01 - 75.00 ............... 40,951,842 72.6 1.33 97.34 7.664 75.01 - 80.00 ............... 39,468,568 78.0 1.29 96.66 7.434 80.01 (greater than) = ...... 5,452,834 101.2 1.00 100.00 6.739 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG ........... $180,000,000 65.5% 1.51X 97.16% 7.413% Weighted Average Cut-off Date LTV for all Mortgage Loans: 65.5% ------- (1) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-2
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ORIGINAL TERM TO MATURITY (1) (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF ORIGINAL TERMS NUMBER PRINCIPAL PRINCIPAL PRINCIPAL TO MATURITY (MONTHS) OF LOANS BALANCE BALANCE BALANCE ---------------------------- ---------- ----------------- -------------- -------------- 49 - 60 .................. 15 $ 126,264,000 9.13% $ 8,417,600 73 - 84 .................. 5 27,837,598 2.01 5,567,520 109 - 120 .................. 109 937,482,557 67.82 8,600,757 121 - 132 .................. 4 280,698,675 20.31 70,174,669 253 - 264 .................. 2 10,059,538 0.73 5,029,769 --- -------------- ------ ----------- TOTAL/AVG/WTD AVG .......... 135 $1,382,342,368 100.00% $10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF ORIGINAL TERMS PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE TO MATURITY (MONTHS) BALANCE LTV DSCR RATE (2) RATE ---------------------------- -------------- -------------- ----------- ----------- ---------- 49 - 60 .................. $ 39,468,568 73.6% 1.33x 95.33% 7.171% 73 - 84 .................. 9,080,554 70.4 1.32 96.61 7.363 109 - 120 .................. 99,694,017 70.3 1.41 97.26 7.494 121 - 132 .................. 180,000,000 44.0 1.98 97.59 7.282 253 - 264 .................. 5,452,834 101.2 1.00 100.00 6.739 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG .......... $180,000,000 65.5% 1.51X 97.16% 7.413% Weighted Average Original Term to Maturity: 115 months ------- (1) ARD Loans are assumed to mature on anticipated repayment dates (2) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-3
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REMAINING TERM TO MATURITY (1) (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF REMAINING TERMS NUMBER PRINCIPAL PRINCIPAL PRINCIPAL TO MATURITY (MONTHS) OF LOANS BALANCE BALANCE BALANCE ----------------------------- ---------- ---------------- -------------- -------------- 49 - 60 ................... 15 $ 126,264,000 9.13% $ 8,417,600 73 - 84 ................... 5 27,837,598 2.01 5,567,520 97 - 108 ................... 2 16,535,536 1.20 8,267,768 109 - 120 ................... 111 1,201,645,696 86.93 10,825,637 217 - 228 ................... 2 10,059,538 0.73 5,029,769 --- -------------- ------ ----------- TOTAL/AVG/WTD AVG ........... 135 $1,382,342,368 100.00% $10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF REMAINING TERMS PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE TO MATURITY (MONTHS) BALANCE LTV DSCR RATE (2) RATE ----------------------------- -------------- -------------- ----------- ----------- ---------- 49 - 60 ................... $ 39,468,568 73.6% 1.33x 95.33% 7.171% 73 - 84 ................... 9,080,554 70.4 1.32 96.61 7.363 97 - 108 ................... 11,888,024 71.7 1.54 93.61 8.658 109 - 120 ................... 180,000,000 64.1 1.54 97.40 7.428 217 - 228 ................... 5,452,834 101.2 1.00 100.00 6.739 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG ........... $180,000,000 65.5% 1.51X 97.16% 7.413% Weighted Average Remaining Term to Maturity: 112 months ------- (1) ARD Loans are assumed to mature on anticipated repayment dates (2) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-4
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MORTGAGE LOANS BY PROPERTY TYPE (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE NUMBER PRINCIPAL PRINCIPAL PRINCIPAL PROPERTY TYPE OF LOANS BALANCE BALANCE BALANCE ------------------------- ---------- ----------------- -------------- -------------- Retail .................. 56 $ 586,140,119 42.40% $10,466,788 Office .................. 25 481,338,744 34.82 19,253,550 Multifamily ............. 23 139,151,337 10.07 6,050,058 Hotel ................... 6 49,637,111 3.59 8,272,852 Industrial/W'hse ........ 9 48,623,992 3.52 5,402,666 Self Storage ............ 2 29,980,195 2.17 14,990,098 Mobile Home Park ........ 9 20,480,971 1.48 2,275,663 Office/Industrial ....... 2 13,185,062 0.95 6,592,531 Other ................... 2 10,059,538 0.73 5,029,769 Mixed Use ............... 1 3,745,300 0.27 3,745,300 -- -------------- ------ ----------- TOTAL/AVG/WTD AVG ....... 135 $1,382,342,368 100.00% $10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE PROPERTY TYPE BALANCE LTV DSCR RATE (1) RATE ------------------------- -------------- -------------- ----------- ----------- ---------- Retail .................. $ 99,694,017 69.3% 1.44x 97.58% 7.302% Office .................. 180,000,000 56.6 1.70 97.40 7.464 Multifamily ............. 39,468,568 75.8 1.32 95.71 7.440 Hotel ................... 18,689,144 66.7 1.51 NAP 7.696 Industrial/W'hse ........ 15,465,245 72.9 1.30 98.67 7.404 Self Storage ............ 16,474,117 54.7 1.50 92.79 8.080 Mobile Home Park ........ 5,036,018 74.3 1.31 95.90 7.518 Office/Industrial ....... 8,537,550 61.6 1.52 88.15 7.967 Other ................... 5,452,834 101.2 1.00 100.00 6.739 Mixed Use ............... 3,745,300 72.9 1.31 100.00 7.580 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG ....... $180,000,000 65.5% 1.51X 97.16% 7.413% ------- (1) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-5
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CUT-OFF DATE PRINCIPAL BALANCES (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF CUT-OFF NUMBER PRINCIPAL PRINCIPAL PRINCIPAL DATE PRINCIPAL BALANCES ($) OF LOANS BALANCE BALANCE BALANCE ---------------------------------- ---------- ----------------- -------------- -------------- 1 - 2,000,000 ........ 23 $ 32,851,578 2.38% $ 1,428,329 2,000,001 - 4,000,000 ........ 35 105,350,651 7.62 3,010,019 4,000,001 - 6,000,000 ........ 28 138,940,224 10.05 4,962,151 6,000,001 - 8,000,000 ........ 10 71,328,996 5.16 7,132,900 8,000,001 - 10,000,000 ........ 8 69,780,384 5.05 8,722,548 10,000,001 - 15,000,000 ........ 13 159,268,235 11.52 12,251,403 15,000,001 - 20,000,000 ........ 6 103,406,222 7.48 17,234,370 20,000,001 - 25,000,000 ........ 3 67,593,245 4.89 22,531,082 25,000,001 - 50,000,000 ........ 5 193,638,695 14.01 38,727,739 50,000,001 - 100,000,000 ........ 3 260,184,139 18.82 86,728,046 150,000,001 (greater than) = ..... 1 180,000,000 13.02 180,000,000 -- -------------- ------ ------------ TOTAL/AVG/WTD AVG ................ 135 $1,382,342,368 100.00% $ 10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF CUT-OFF PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE DATE PRINCIPAL BALANCES ($) BALANCE LTV DSCR RATE (1) RATE ---------------------------------- -------------- -------------- ----------- ----------- ---------- 1 - 2,000,000 ........ $ 1,998,565 70.9% 1.35x 97.28% 7.657% 2,000,001 - 4,000,000 ........ 3,994,986 71.7 1.37 97.57 7.527 4,000,001 - 6,000,000 ........ 5,995,705 72.8 1.34 98.17 7.450 6,000,001 - 8,000,000 ........ 7,949,093 73.9 1.33 99.43 7.506 8,000,001 - 10,000,000 ........ 9,543,260 72.4 1.37 93.53 7.431 10,000,001 - 15,000,000 ........ 13,988,926 73.8 1.34 95.92 7.634 15,000,001 - 20,000,000 ........ 18,689,144 71.3 1.37 97.08 7.540 20,000,001 - 25,000,000 ........ 23,167,988 71.6 1.35 99.77 7.842 25,000,001 - 50,000,000 ........ 43,451,161 70.9 1.35 94.05 7.706 50,000,001 - 100,000,000 ........ 99,694,017 56.5 1.66 98.17 7.119 150,000,001 (greater than) = ..... 180,000,000 43.4 2.14 98.70 6.910 ------------ ---- ---- ----- ----- TOTAL/AVG/WTD AVG ................ $180,000,000 65.5% 1.51X 97.16% 7.413%  Average Cut-off Date Principal Balance: $10,239,573 ------- (1) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-6
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U/W NCF DSCR (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF U/W NCF NUMBER PRINCIPAL PRINCIPAL PRINCIPAL DSCR (X) OF LOANS BALANCE BALANCE BALANCE -------------------------- ---------- ----------------- -------------- -------------- (less than) 1.20 ........ 2 $ 10,059,538 0.73% $ 5,029,769 1.20 - 1.24 .............. 12 121,708,269 8.80 10,142,356 1.25 - 1.29 .............. 33 279,551,272 20.22 8,471,251 1.30 - 1.34 .............. 31 219,161,682 15.85 7,069,732 1.35 - 1.39 .............. 16 54,816,622 3.97 3,426,039 1.40 - 1.44 .............. 14 47,276,861 3.42 3,376,919 1.45 - 1.49 .............. 9 77,451,493 5.60 8,605,721 1.50 - 1.54 .............. 5 42,667,544 3.09 8,533,509 1.55 - 1.59 .............. 4 110,219,905 7.97 27,554,976 1.60 - 1.64 .............. 4 59,273,387 4.29 14,818,347 1.65 - 1.69 .............. 3 109,437,315 7.92 36,479,105 1.75 - 1.84 .............. 1 70,718,479 5.12 70,718,479 2.05 - 2.20 .............. 1 180,000,000 13.02 180,000,000 -- -------------- ------ ------------ TOTAL/AVG/WTD AVG ........ 135 $1,382,342,368 100.00% $ 10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF U/W NCF PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE DSCR (X) BALANCE LTV DSCR RATE (1) RATE -------------------------- -------------- -------------- ----------- ----------- ---------- (less than) 1.20 ........ $ 5,452,834 101.2% 1.00x 100.00% 6.739% 1.20 - 1.24 .............. 40,951,842 73.6 1.23 96.35 7.661 1.25 - 1.29 .............. 39,468,568 76.0 1.28 97.66 7.468 1.30 - 1.34 .............. 32,368,404 73.9 1.32 96.37 7.514 1.35 - 1.39 .............. 12,732,674 73.2 1.37 97.08 7.562 1.40 - 1.44 .............. 8,537,550 69.7 1.42 94.81 7.534 1.45 - 1.49 .............. 23,167,988 73.1 1.47 96.64 7.809 1.50 - 1.54 .............. 16,474,117 59.2 1.51 93.13 7.956 1.55 - 1.59 .............. 89,771,643 62.5 1.57 97.98 7.013 1.60 - 1.64 .............. 43,451,161 57.0 1.65 93.57 7.928 1.65 - 1.69 .............. 99,694,017 60.6 1.68 99.36 6.879 1.75 - 1.84 .............. 70,718,479 41.0 1.75 96.80 7.890 2.05 - 2.20 .............. 180,000,000 43.4 2.14 98.70 6.910 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG ........ $180,000,000 65.5% 1.51X 97.16% 7.413% Weighted Average U/W NCF DSCR for all Mortgage Loans: 1.51x ------- (1) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-7
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OCCUPANCY RATES (ALL MORTGAGE LOANS OTHER THAN THOSE SECURED BY HOSPITALITY PROPERTIES) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF OCCUPANCY NUMBER PRINCIPAL PRINCIPAL PRINCIPAL RATES (%) OF LOANS BALANCE BALANCE BALANCE --------------------------- ---------- ---------------- -------------- -------------- 80.1 - 85.0 ............... 1 $ 8,537,550 0.64% $ 8,537,550 85.1 - 90.0 ............... 4 25,166,532 1.89 6,291,633 90.1 - 95.0 ............... 25 280,926,967 21.08 11,237,079 95.1 (greater than) = ..... 99 1,018,074,208 76.39 10,283,578 -- -------------- ------ ----------- TOTAL/AVG/WTD AVG ......... 129 $1,332,705,258 100.00% $10,331,049 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF OCCUPANCY PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE RATES (%) BALANCE LTV DSCR RATE RATE --------------------------- -------------- -------------- ----------- ----------- ---------- 80.1 - 85.0 ............... $ 8,537,550 66.7% 1.42x 81.70% 7.650% 85.1 - 90.0 ............... 9,080,554 71.9 1.36 88.94 7.415 90.1 - 95.0 ............... 43,451,161 69.8 1.37 92.86 7.786 95.1 (greater than) = ..... 180,000,000 64.1 1.56 98.67 7.294 ------------ ---- ---- ----- ----- TOTAL/AVG/WTD AVG ......... $180,000,000 65.4% 1.51X 97.16% 7.402% Weighted Average Occupancy Rate for all Mortgage Loans other than those secured by hospitality properties: 97.16% ANNEX A-1-8
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REMAINING AMORTIZATION TERMS (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF REMAINING NUMBER PRINCIPAL PRINCIPAL PRINCIPAL AMORTIZATION TERMS (MOS) OF LOANS BALANCE BALANCE BALANCE ----------------------------- ---------- ---------------- -------------- -------------- 133 - 144 ................... 1 $ 4,878,962 0.35% $ 4,878,962 253 - 264 ................... 2 10,059,538 0.73 5,029,769 289 - 300 ................... 18 100,186,927 7.25 5,565,940 313 - 324 ................... 3 23,561,283 1.70 7,853,761 337 - 348 ................... 3 25,073,086 1.81 8,357,695 349 - 360 ................... 108 1,218,582,572 88.15 11,283,172 --- -------------- ------ ----------- TOTAL/AVG/WTD AVG ........... 135 $1,382,342,368 100.00% $10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF REMAINING PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE AMORTIZATION TERMS (MOS) BALANCE LTV DSCR RATE (1) RATE ----------------------------- -------------- -------------- ----------- ----------- ---------- 133 - 144 ................... $ 4,878,962 55.8% 1.21x 97.84% 7.530% 253 - 264 ................... 5,452,834 101.2 1.00 100.00 6.739 289 - 300 ................... 18,689,144 68.5 1.42 96.79 7.606 313 - 324 ................... 12,538,464 76.6 1.28 99.72 7.465 337 - 348 ................... 11,888,024 70.0 1.50 89.55 8.315 349 - 360 ................... 180,000,000 64.7 1.53 97.25 7.383 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG ........... $180,000,000 65.5% 1.51X 97.16% 7.413% Weighted Average Remaining Amortization Term for all Mortgage Loans: 351 months ------- (1) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-9
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MORTGAGE RATES (ALL MORTGAGE LOANS) [Enlarge/Download Table] TOTAL % BY TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF MORTGAGE NUMBER PRINCIPAL PRINCIPAL PRINCIPAL RATES (%) OF LOANS BALANCE BALANCE BALANCE ------------------------- ---------- ----------------- -------------- -------------- 6.501 - 6.750 ........... 2 $ 10,059,538 0.73% $ 5,029,769 6.751 - 7.000 ........... 5 381,955,380 27.63 76,391,076 7.001 - 7.250 ........... 24 147,626,106 10.68 6,151,088 7.251 - 7.500 ........... 38 293,482,449 21.23 7,723,222 7.501 - 7.750 ........... 31 190,693,442 13.79 6,151,401 7.751 - 8.000 ........... 24 248,492,540 17.98 10,353,856 8.001 - 8.250 ........... 4 52,888,578 3.83 13,222,144 8.251 - 8.500 ........... 5 40,608,800 2.94 8,121,760 8.501 - 8.750 ........... 2 16,535,536 1.20 8,267,768 -- -------------- ------ ----------- TOTAL/AVG/WTD AVG ....... 135 $1,382,342,368 100.00% $10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF MORTGAGE PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE RATES (%) BALANCE LTV DSCR RATE (1) RATE ------------------------- -------------- -------------- ----------- ----------- ---------- 6.501 - 6.750 ........... $ 5,452,834 101.2% 1.00x 100.00% 6.739% 6.751 - 7.000 ........... 180,000,000 53.1 1.86 98.73 6.874 7.001 - 7.250 ........... 39,468,568 76.2 1.32 95.32 7.157 7.251 - 7.500 ........... 37,398,718 74.5 1.32 97.35 7.381 7.501 - 7.750 ........... 23,167,988 72.7 1.33 98.09 7.658 7.751 - 8.000 ........... 70,718,479 60.1 1.52 95.65 7.896 8.001 - 8.250 ........... 22,211,330 61.6 1.41 95.62 8.110 8.251 - 8.500 ........... 32,368,404 70.9 1.33 94.20 8.297 8.501 - 8.750 ........... 11,888,024 71.7 1.54 93.61 8.658 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG ....... $180,000,000 65.5% 1.51X 97.16% 7.413% Weighted Average Mortgage Rate: 7.413% ------- (1) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-10
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MATURITY DATE LTV RATIOS (1) [Enlarge/Download Table] TOTAL % OF TOTAL AVERAGE CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE RANGE OF MATURITY NUMBER PRINCIPAL PRINCIPAL PRINCIPAL DATE LTV RATIOS (%) OF LOANS BALANCE BALANCE BALANCE ------------------------- ---------- ----------------- -------------- -------------- 10.01 - 15.00 ........... 1 $ 4,878,962 0.35% $ 4,878,962 20.01 - 25.00 ........... 2 10,059,538 0.73 5,029,769 30.01 - 35.00 ........... 1 5,095,786 0.37 5,095,786 35.01 - 40.00 ........... 3 254,007,769 18.38 84,669,256 40.01 - 45.00 ........... 2 4,795,440 0.35 2,397,720 45.01 - 50.00 ........... 2 18,153,590 1.31 9,076,795 50.01 - 55.00 ........... 11 279,585,128 20.23 25,416,830 55.01 - 60.00 ........... 10 70,808,643 5.12 7,080,864 60.01 - 65.00 ........... 34 251,576,039 18.20 7,399,295 65.01 - 70.00 ........... 49 309,165,116 22.37 6,309,492 70.01 - 75.00 ........... 20 174,216,357 12.60 8,710,818 -- -------------- ------ ----------- TOTAL/AVG/WTD AVG ....... 135 $1,382,342,368 100.00% $10,239,573 MAXIMUM CUT-OFF DATE WTD. AVG. WTD. AVG. WTD. AVG. WTD. AVG. RANGE OF MATURITY PRINCIPAL CUT-OFF DATE U/W NCF OCCUPANCY MORTGAGE DATE LTV RATIOS (%) BALANCE LTV DSCR RATE (2) RATE ------------------------- -------------- -------------- ----------- ----------- ---------- 10.01 - 15.00 ........... $ 4,878,962 55.8% 1.21x 97.84% 7.530% 20.01 - 25.00 ........... 5,452,834 101.2 1.00 100.00 6.739 30.01 - 35.00 ........... 5,095,786 35.4 1.70 100.00 6.960 35.01 - 40.00 ........... 180,000,000 42.8 2.03 98.16 7.190 40.01 - 45.00 ........... 2,796,874 51.3 1.46 100.00 7.647 45.01 - 50.00 ........... 13,506,078 51.1 1.55 92.84 8.200 50.01 - 55.00 ........... 99,694,017 61.3 1.61 97.13 7.194 55.01 - 60.00 ........... 18,689,144 67.8 1.43 93.51 7.582 60.01 - 65.00 ........... 40,951,842 71.5 1.32 97.06 7.744 65.01 - 70.00 ........... 37,398,718 76.1 1.30 98.11 7.439 70.01 - 75.00 ........... 39,468,568 78.0 1.31 95.22 7.458 ------------ ----- ---- ------ ----- TOTAL/AVG/WTD AVG ....... $180,000,000 65.5% 1.51X 97.16% 7.413% Weighted Average Maturity Date LTV Ratio for all Mortgage Loans: 57.4% ------- (1) ARD Loans are assumed to mature on anticipated maturity date. (2) Occupancy rates are calculated without reference to hospitality properties ANNEX A-1-11
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ALL MORTGAGED PROPERTIES BY STATE [Download Table] TOTAL % BY TOTAL CUT-OFF DATE CUT-OFF DATE NUMBER PRINCIPAL PRINCIPAL STATE OF PROPERTIES BALANCE BALANCE ---------------- --------------- ----------------- ------------- NY ............. 12 $ 273,824,970 19.81% CA ............. 31 237,265,257 17.16 TX ............. 19 182,474,421 13.20 MA ............. 8 130,374,643 9.43 WA ............. 6 106,807,060 7.73 VA ............. 5 93,761,069 6.78 PA ............. 3 53,206,364 3.85 AZ ............. 6 44,689,542 3.23 FL ............. 10 32,557,795 2.36 GA ............. 5 28,268,606 2.04 OH ............. 5 22,787,436 1.65 KS ............. 8 20,806,610 1.51 NC ............. 4 19,707,599 1.43 IL ............. 3 14,298,980 1.03 MD ............. 1 13,035,572 0.94 TN ............. 3 12,115,974 0.88 MI ............. 5 10,614,379 0.77 CT ............. 2 10,156,399 0.73 OR ............. 1 9,080,554 0.66 LA ............. 4 8,902,846 0.64 NJ ............. 2 8,726,948 0.63 HI ............. 1 8,127,803 0.59 MN ............. 1 7,949,093 0.58 NV ............. 3 7,740,216 0.56 CO ............. 2 5,743,865 0.42 OK ............. 1 4,147,089 0.30 AL ............. 1 3,479,778 0.25 MS ............. 1 2,843,710 0.21 MO ............. 1 2,794,533 0.20 SC ............. 1 2,598,191 0.19 NH ............. 1 2,322,175 0.17 ME ............. 3 1,132,891 0.08 -- -------------- ------ TOTAL: ......... 159 $1,382,342,368 100.00% ANNEX A-1-12
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ANNEX A LB-UBS COMMERCIAL MORTGAGE TRUST 2001-C3 ITALICS indicate mortgage loans secured by multiple properties. [Enlarge/Download Table] CONTROL NO. PROPERTY NAME ADDRESS ==================================================================================================================================== 1 Chrysler Building 405 Lexington Avenue 2 Cape Cod 769 Iyannough Road 3 Vista Ridge Mall 2401 South Stemmons Freeway 4 Westlake Center 400 Pine Street 5 Shoppingtown Mall 3649 Erie Boulevard East 6 International Place 1735 North Lynn Street 7 Fairfax Apartments 2251 Pimmit Drive 8 Northampton Crossings State Routes 248 and 33 9 Park Central 3110 North Central Avenue, 3115-3121 North 3rd Avenue, 241 West Osborn Road 10 Nexus - Canyon Park Laboratory 21720 23rd Drive Southeast 11 740 South Olive Street 740 South Olive Street 12 Sacramento Corporate Center 501 J Street 13 Houston Galleria Portfolio 3131 West Loop South 13a Courtyard Galleria - Houston 3131 West Loop South 13b Fairfield Galleria - Houston 3131 West Loop South 14 One Hoyt Street One Hoyt Street 15 Brentwood Place 11937-12015 Wilshire Boulevard 16 Polo Towne Crossing 2100-2208 Dallas Parkway 17 U-Haul B Portfolio Various 17a U-Haul-Medford 600 Mystic Valley Parkway 17b U-Haul-Beaumont 3885 Milam Street 17c U-Haul-Kings Highway 1641 South Kings Highway 17d U-Haul-Round Rock 1535 Round Rock Avenue 17e U-Haul-Rockville 230-240 Maple Avenue 17f U-Haul-Downtown Norfolk 1301 Monticello Avenue 18 Golden West & Gene Autrey Business Park 1200-1558 East Katella Avenue 19 Loyal Plaza 1915 East 3rd Street 20 Food 4 Less Center-Santa Ana 1900 North Grand Avenue 21 U-Haul A Portfolio Various 21a U-Haul-Albany 139 Broadway 21b U-Haul-North Rancho 3969 North Rancho Drive 21c U-Haul-College Station 2813 Texas Avenue South 21d U-Haul-Five Towns 20 Sheridan Boulevard 21e U-Haul-New Town 1200 West Fullerton 21f U-Haul-Olathe 12541 South Rogers Road 22 Fedex Distribution Facility 7331 Calhoun Place 23 Valley Corporate Park 16300-16380 Roscoe Boulevard 24 Comstock Office Tower 5300 Town & Country Blvd 25 Martin Square 4420-4484 Weston Road 26 Wichita Apartments Portfolio Various 26a Battin Apartments 1739 South Battin Street 26b The Chalet Apartments 5001 East Harry 26c Linwood Apartments 2008 South Hydraulic Street 26d Parkwood Village Apartments 1761 South Edgemoor 26e Southeast Village Apartments 5001 East Harry 26f Westport Apartments 2526 West 31st Steet 27 Homewood Suites - Billerica 35 Middlesex Turnpike 28 Food 4 Less Center-Buena Park 105, 117, 121, 135 North Beach Boulevard and 3021 Lincoln Avenue 29 Century Center North 3101-3111 Clairmont Road 30 Home Depot 12960 Foothill Boulevard 31 Plaza Bank Shopping Center 9090 Skillman Street 32 38 East 61st Street 38 East 61st Street 33 Great Bridge Shopping Center 237 Battlefield Boulevard 34 Pony Village 1611 Virginia Avenue 35 River Valley Plaza 1520 River Valley Boulevard 36 Moreno Valley Corporate Center Cactus Avenue & Elsworth Street 37 Steele Creek Shopping Center N/E corner of York Road (NC Hwy 49) and Steele Creek Road (SC Hwy 160) 38 Coconut Grove Marketplace 75-5815 Block Alii Drive at Oneo Bay 39 Catersville Crossing SE/c of East Main Street and US Highway 41 40 Homewood Suites - Bloomington 2261 Killebrew Drive 41 Food 4 Less Center-Norwalk 10901 Imperial Highway 42 Merrill Lynch Office Building 3401 College Boulevard 43 Meadowview Square 2576-2600 State Route 59 44 Park Place Apartments 101 Bridewell Street 45 Food 4 Less Center-Inglewood 3200 Century Boulevard 46 Park Orangewood 2019-2211 West Orangewood Avenue 47 Enclave 22619 Pacific Coast Highway 48 Summittree Apartments 308 Plus Park Boulevard 49 EST 90 Fieldston Court 50 Food 4 Less-West Covina 615 North Azusa Avenue 51 East Point Plaza 15715 US Highway 36 52 TLM Portfolio Various 52a Kentwood Plaza 3800 28th Street SE 52b Center South Shopping Center 1900 South Roan Street 53 Piney Green Shopping Center 175 Freedom Way 54 Ritchey Business Center Ritchey Street, St. Andrews Pl., & Glenwood Pl. 55 Long's Drugs - San Pablo 800 San Pablo Town Center 56 Good Neighbor Apartments 114-122 & 126-130 East 104th Street 57 The Timbers Apartments 900 Peques Street 58 Country Hills Apartments 66900 Ironwood Drive 59 5040 Airport Office Center 5040 NW 7th Street 60 Food 4 Less Center-Long Beach 2185 East South Street 61 Rush Walton NEC of Rush and Walton Streets 62 Green Knolls Shopping NWC of 63rd & Main Street 63 Village Green Mobile Home Park 2902 South 84th Street 64 Sprout Brook Center 556 Route 17 North 65 Food 4 Less Center-Anaheim 88 East Orangethorpe Avenue and 1600 North Lemon Street 66 River Bay Plaza S/E/C of U.S. Highway 301 & Gibsonton/Boyette Road 67 Comfort Inn - JFK 144-44 153rd Lane 68 Sentry Station 2535 Battlefield Parkway 69 10 Atlantic Portfolio Various 69a 10 Atlantic Avenue 10 Atlantic Avenue 69b 85 Terrace Hall Avenue 85 Terrace Hall Avenue 69c 217 Middlesex Turnpike 217 Middlesex Turnpike 70 Pacific Corporate Center 9210-9314 Norwalk Boulevard 71 Rite Aid - Ramona 1670 Main Street 72 Cottonwood Creek Apartments 3149 E. Desert Inn Road 73 University Hills Apartments 140, 160, 180 and 200 Big Springs Road 74 Park Plaza Shopping Center 1120 East 10th Street 75 Mid America Business Park Building 1 8001 Mid America Boulevard 76 400 Chisolm 400 Chisolm Place 77 Palomar Business Park 2380-2382 Camino Vida Roble & 6353 El Camino Real 78 Overlook Apartments 3158 Steele Street 79 1260 Silas Deane Highway 1260 Silas Deane Highway 80 319 East 8th Street 319 East 8th Street 81 The Eagle Vail Industrial Center 41266 US Highway 6 & 24 82 CVS Plaza 217 Main Street 83 260 Cochituate Road 260 Cochituate Road 84 Executive Center 900 & 917 Western America Circle 85 Lakeside Village 2310 70th Street 86 Lancer Square Shopping Center 3203-3285 Independence Parkway 87 1 Cupania Circle One Cupania Circle 88 Sunrise Plaza 6105-6185 West Sunrise Boulevard 89 Woodman Plaza 4730 Woodman Avenue 90 Fairfield Inn - Scottsdale 5101 N. Scottsdale Road 91 Fairfield Inn - Dallas 1575 Regal Row 92 El Cortijo Shopping Center 3001 East Skyline Drive 93 Lakeview Centre 11900-11930 Whitmore Lake Road 94 Kariotis Mobile Home Park 3060 NE McWilliams Rd. 95 Van Nuys 7203-7219 Van Nuys Boulevard and 14505-14523 Sherman Way 96 Expressway Center 3845-3895 North Perris Boulevard & 85-185 Ramona Expressway 97 Quail Ridge 2187 Gauthier Road 98 Amber Vista Apartments 1901 E 15th Street 99 Wal-Mart Brookhaven 958 Brookhaven Boulevard 100 Walgreens - Bellingham 4090 Guide Meridian 101 Walgreen's 1011 West MacArthur Drive 102 Wal-Mart Crowley 753 Odd Fellows Road 103 LaSombra Apartments 1400 E. Crosby Road 104 Trolley Square 1525 Old Trolley Road 105 Sherwood Forest & Lamplighter Mobile Home Parks Various 105a Sherwood Forest Mobile Home Park 400 Cousins Lane 105b Lamplighter Mobile Home Park 2206 Wesley Drive 106 Honey Hill Plaza 19701-19747 Douglas Road 107 Super K Local Shops SWC Military Highway & International Boulevard 108 Plaza Del Rio 7607 East McDowell Road 109 Wellington Business Park 5 Dartmouth Road 110 Atwater Court 4550 and 4560 Atwater Court 111 The Chase Bank Building 8799 North Loop East 112 Steele Creek Mobile Home Park 9200 Old Military Road 113 Montbello Centre 4665 Paris Street 114 San Vicente Apartments 936 N. San Vicente Boulevard 115 Shoppes at Jones Bridge 9950 Jones Bridge Road 116 Desert Cove Industrial Center 2224-2240 West Desert Cove 117 Creston Apartments 901 Rupp Avenue, 33 William Penn Drive and 4412 & 4420 Gettysburg Road 118 Ninety East Mobile Home Park 6675 Highway 90 East 119 Cooper Marketplace 825 South Cooper Road 120 Navajo Office Park 7183-7189 Navajo Road 121 Darling Apartments 100-150 East University Boulevard 122 Newtowne Center 2512-2620 E. Grand River Road 123 Kelbourne Apartments 250 Jeanell Drive 124 Tarrybrooke Square 2835 Military Trail 125 Park South Apartments 200, 700 & 800 Park South Boulevard and 102 Park South Court 126 Wal-Mart Lafayette 1215 N.W. Evangeline Thruway 127 1864-1870 North Vermont Avenue 1864-1870 North Vermont Avenue 128 ABC Plaza 1345-1363 Mall Drive 129 Stoneybrook Mobile Home Park New York State Route 26 130 6341 Thompson Rd 6341 Thompson Road 131 Ames Portfolio Various 131a Hidden Acres Manufactured Home Community 60 Jones Street 131b Meadowridge Manufactured Home Community Smithfield Road 131c Riverside Terrace Manufactured Home Community Parkman Hill Road 132 614 Massachusetts Avenue 614 Massachusetts Avenue 133 Edgewater & Edgewood Portfolio Various 133a Edgewater Park 7507 Wahl Road 133b Edgewood Estates 76 North Ford Road 134 Azure Lane Apartments and Ridgewood Avenue Apartments Various 134a Azure Lane Apartments 304 Azure Lane 134b Ridgewood Avenue Apartments 6100 Ridgewood Avenue 135 301 Northwest 32nd Court 301 Northwest 32nd Court
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[Enlarge/Download Table] CROSS ORIGINAL CUT-OFF DATE % OF AGGREGATE CONTROL COLLATERALIZED BALANCE BALANCE CUT-OFF DATE NO. CITY STATE ZIP GROUPS ($) ($) BALANCE ==================================================================================================================================== 1 New York NY 10174 180,000,000 180,000,000 13.02 2 Hyannis MA 02601 100,000,000 99,694,017 7.21 3 Lewisville (Dallas MSA) TX 75067 90,000,000 89,771,643 6.49 4 Seattle WA 98101 71,000,000 70,718,479 5.12 5 DeWitt NY 13214 43,500,000 43,451,161 3.14 6 Arlington VA 22209 41,000,000 40,951,842 2.96 7 Falls Church VA 22043 39,500,000 39,468,568 2.86 8 Lower Nazareth Township PA 18045 37,500,000 37,398,718 2.71 9 Phoenix AZ 85013 32,500,000 32,368,404 2.34 10 Bothell WA 98021 23,275,000 23,167,988 1.68 11 Los Angeles CA 90014 22,230,000 22,213,927 1.61 12 Sacramento CA 95814 22,250,000 22,211,330 1.61 13 Houston TX 77027 Yes - FelCor/Interstate 18,750,000 18,689,144 1.35 13a Houston TX 77027 13b Houston TX 77027 14 Brooklyn NY 11201 18,000,000 17,987,675 1.30 15 Los Angeles CA 90025 17,600,000 17,576,907 1.27 16 Plano TX 75093 17,250,000 17,213,133 1.25 17 Various Various Various Yes - U-Haul 16,485,000 16,474,117 1.19 17a Somerville MA 02143 17b Beaumont TX 77701 17c St. Louis MI 63110 17d Round Rock TX 78681 17e Rockville Centre NY 11570 17f Norfolk VA 23510 18 Anaheim CA 92805 15,500,000 15,465,245 1.12 19 Loyalsock Township PA 17701 14,000,000 13,988,926 1.01 20 Santa Ana CA 92705 13,700,000 13,690,193 0.99 21 Various Various Various Yes - U-Haul 13,515,000 13,506,078 0.98 21a Albany NY 12202 21b Las Vegas NV 89130 21c College Station TX 77840 21d Inwood NY 11696 21e Chicago IL 60614 21f Olathe KS 66062 22 Rockville MD 20855 13,050,000 13,035,572 0.94 23 Van Nuys CA 91406 12,750,000 12,732,674 0.92 24 Frisco TX 75252 12,600,000 12,573,686 0.91 25 Davie FL 33331 12,560,000 12,538,464 0.91 26 Wichita KS Various Yes - Wichita 12,000,000 11,888,024 0.86 26a Wichita KS 67218 26b Wichita KS 67218 26c Wichita KS 67211 26d Wichita KS 67218 26e Wichita KS 67218 26f Wichita KS 67217 27 Billerca MA 01821 Yes - Homewood 11,800,000 11,724,912 0.85 28 Anaheim CA 92801 11,300,000 11,291,911 0.82 29 Atlanta GA 30329 11,200,000 11,191,554 0.81 30 San Fernando CA 91342 10,700,000 10,678,269 0.77 31 Dallas TX 75243 10,450,000 10,427,973 0.75 32 New York NY 10021 9,550,000 9,543,260 0.69 33 Chesapeake VA 23322 9,500,000 9,479,743 0.69 34 North Bend OR 97459 9,100,000 9,080,554 0.66 35 Lancaster OH 43130 8,575,000 8,563,026 0.62 36 Moreno Valley CA 90303 8,537,550 8,537,550 0.62 37 Charlotte NC 28278 8,390,000 8,379,185 0.61 38 Kailua-Kona HI 96745 8,150,000 8,127,803 0.59 39 Catersville GA 30121 8,080,000 8,069,264 0.58 40 Bloomington MN 55425 Yes - Homewood 8,000,000 7,949,093 0.58 41 Norwalk CA 90650 7,700,000 7,694,488 0.56 42 Leawood KS 66206 7,600,000 7,594,461 0.55 43 Kent OH 44266 7,550,000 7,529,303 0.54 44 Los Angeles CA 90042 7,400,000 7,393,934 0.53 45 Inglewood CA 90303 6,960,000 6,955,018 0.50 46 Orange CA 92868 6,850,000 6,835,293 0.49 47 Malibu CA 90265 6,800,000 6,781,634 0.49 48 Nashville TN 37217 6,300,000 6,300,000 0.46 49 Cheshire CT 06410 6,300,000 6,295,773 0.46 50 West Covina CA 91790 6,000,000 5,995,705 0.43 51 Marysville OH 43040 5,950,000 5,926,476 0.43 52 Various Various Various Yes - TLM 5,900,000 5,900,000 0.43 52a Kentwood MI 49508 52b Johnson City TN 37601 53 Midway Park NC 28544 5,600,000 5,588,359 0.40 54 Santa Ana CA 92705 5,525,000 5,518,612 0.40 55 San Pablo CA 94806 5,785,239 5,452,834 0.39 56 New York NY 10029 5,425,000 5,401,494 0.39 57 San Marcus TX 78666 5,250,000 5,250,000 0.38 58 Desert Hot Springs CA 92440 5,200,000 5,200,000 0.38 59 Miami FL 33126 5,150,000 5,146,170 0.37 60 Long Beach CA 90805 5,120,000 5,116,335 0.37 61 Chicago IL 60611 5,100,000 5,095,786 0.37 62 Downers Grove IL 60415 5,080,917 5,080,917 0.37 63 Lakewood WA 98499 5,050,000 5,036,018 0.36 64 Paramus NJ 07652 5,000,000 4,989,546 0.36 65 Anaheim CA 92801 4,900,000 4,878,962 0.35 66 Riverview FL 33569 4,800,000 4,796,660 0.35 67 Jamaica NY 11430 4,750,000 4,745,221 0.34 68 Fort Oglethorpe GA 30742 4,725,000 4,719,047 0.34 69 Various MA Various Yes - Atlantic 4,695,000 4,647,512 0.34 69a Woburn MA 01801 69b Burlington MA 01803 69c Burlington MA 01803 70 Santa Fe Springs CA 90670 4,625,000 4,612,571 0.33 71 Ramona CA 92065 4,887,529 4,606,704 0.33 72 Las Vegas NV 89121 4,400,000 4,387,637 0.32 73 Riverside CA 92507 4,300,000 4,296,632 0.31 74 Roanoke Rapids NC 27870 4,275,000 4,266,119 0.31 75 Oklahoma City OK 73135 4,150,000 4,147,089 0.30 76 Plano TX 75075 4,100,000 4,096,939 0.30 77 Carlsbad CA 92009 4,050,000 4,040,878 0.29 78 Memphis TN 38127 4,000,000 3,994,986 0.29 79 Wethersfield CT 06109 3,865,000 3,860,626 0.28 80 New York NY 10009 3,800,000 3,794,938 0.27 81 Avon CO 81620 3,750,000 3,745,300 0.27 82 West Orange NJ 07052 3,740,000 3,737,403 0.27 83 Framingham MA 01701 3,550,000 3,545,342 0.26 84 Mobile AL 36609 3,500,000 3,479,778 0.25 85 Lubbock TX 79412 3,450,000 3,440,566 0.25 86 Plano TX 75075 3,300,000 3,296,042 0.24 87 Monterey Park CA 91755 3,300,000 3,295,874 0.24 88 Sunrise FL 33313 3,300,000 3,295,493 0.24 89 Sherman Oaks CA 91423 3,300,000 3,295,414 0.24 90 Scottsdale AZ 85250 Yes - FelCor/Interstate 3,300,000 3,289,289 0.24 91 Dallas TX 75247 Yes - FelCor/Interstate 3,250,000 3,239,452 0.23 92 Tucson AZ 85718 3,100,000 3,087,258 0.22 93 Whitmore Lake MI 48189 3,050,000 3,043,660 0.22 94 Bremerton WA 98311 3,050,000 3,043,376 0.22 95 Van Nuys CA 91405 3,000,000 2,996,632 0.22 96 Perris CA 92571 3,000,000 2,989,677 0.22 97 Lake Charles LA 70607 2,980,000 2,976,303 0.22 98 Plano TX 75074 2,900,000 2,895,017 0.21 99 Brookhaven MS 39601 2,850,000 2,843,710 0.21 100 Bellingham WA 98226 2,800,000 2,796,874 0.20 101 Webb City MO 64870 2,798,000 2,794,533 0.20 102 Crowley LA 70526 2,700,000 2,694,042 0.19 103 Carrollton TX 75006 2,625,000 2,625,000 0.19 104 Summerville SC 29485 2,600,000 2,598,191 0.19 105 Arlington TX 76012 Yes - Sherwood 2,500,000 2,495,168 0.18 105a Arlington TX 76012 105b Arlington TX 76012 106 Carol City FL 33056 2,500,000 2,493,693 0.18 107 Norfolk VA 23513 2,425,000 2,421,866 0.18 108 Scottsdale AZ 85257 2,400,000 2,394,811 0.17 109 Auburn NH 03032 2,325,000 2,322,175 0.17 110 Buford GA 30518 2,300,000 2,295,356 0.17 111 Houston TX 77029 2,190,000 2,188,482 0.16 112 Silverdale WA 98311 2,050,000 2,044,324 0.15 113 Denver CO 80239 2,000,000 1,998,565 0.14 114 West Hollywood CA 90069 2,000,000 1,994,490 0.14 115 Alpharetta GA 30022 2,000,000 1,993,385 0.14 116 Phoenix AZ 85029 1,883,000 1,881,684 0.14 117 Camp Hill PA 17011 1,825,000 1,818,720 0.13 118 Lake Charles LA 70615 1,763,000 1,760,756 0.13 119 Gilbert AZ 85233 1,670,000 1,668,095 0.12 120 San Diego CA 92119 1,625,000 1,622,953 0.12 121 Melbourne FL 32901 1,600,000 1,593,653 0.12 122 Howell MI 48843 1,525,000 1,519,983 0.11 123 Carson City NV 89703 1,500,000 1,498,804 0.11 124 West Palm Beach FL 33415 1,500,000 1,496,947 0.11 125 Arden NC 28704 1,481,000 1,473,936 0.11 126 Lafayette LA 70501 1,475,000 1,471,745 0.11 127 Los Angeles CA 90027 1,295,000 1,292,608 0.09 128 Benton Harbor MI 49022 1,275,000 1,272,186 0.09 129 Lee NY 13363 1,225,000 1,223,504 0.09 130 Dewitt NY 13214 1,150,000 1,147,031 0.08 131 Various ME Various Yes - Ames 1,134,000 1,132,891 0.08 131a Madison ME 04950 131b Norridgewock ME 04957 131c Skowhegan ME 04976 132 Boston MA 02118 1,025,000 1,024,294 0.07 133 Various OH Various Yes - Edgewater 770,000 768,631 0.06 133a Vickery OH 43464 133b Mansfield OH 44905 134 Cocoa Beach FL 32931 Yes - Azure 700,000 697,052 0.05 134a Cocoa Beach FL 32931 134b Cocoa Beach FL 32931 135 Pompano Beach FL 33064 500,000 499,665 0.04
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[Enlarge/Download Table] CUMULATIVE % ADMINISTRATIVE INTEREST ORIGINAL REMAINING CONTROL OF INITIAL POOL MORTGAGE COST ACCRUAL AMORTIZATION INTEREST-ONLY INTEREST-ONLY NO. BALANCE RATE (%) RATE (%) METHOD TYPE PERIOD (MOS.) PERIOD (MOS.) =============================================================================================================================== 1 13.02 6.910 0.1009 Act/360 Interest-Only, ARD 24 23 2 20.23 6.797 0.1009 Act/360 Balloon 0 0 3 26.73 6.870 0.1009 30/360 ARD 0 0 4 31.84 7.890 0.1009 Act/360 ARD 0 0 5 34.99 8.000 0.1009 Act/360 Balloon 0 0 6 37.95 7.830 0.1009 Act/360 ARD 0 0 7 40.80 7.150 0.1009 Act/360 Balloon 0 0 8 43.51 7.310 0.1009 Act/360 ARD 0 0 9 45.85 8.290 0.1009 Act/360 ARD 0 0 10 47.53 7.750 0.1009 Act/360 ARD 0 0 11 49.13 7.630 0.1009 Act/360 ARD 0 0 12 50.74 8.150 0.1009 Act/360 Balloon 0 0 13 52.09 7.476 0.1009 Act/360 Balloon 0 0 13a 13b 14 53.39 7.900 0.1009 Act/360 ARD 0 0 15 54.67 7.400 0.1009 Act/360 Balloon 0 0 16 55.91 7.280 0.1009 Act/360 ARD 0 0 17 57.10 8.080 0.1009 Act/360 ARD 0 0 17a 17b 17c 17d 17e 17f 18 58.22 7.070 0.1209 Act/360 Balloon 0 0 19 59.23 7.180 0.1009 Act/360 Balloon 0 0 20 60.22 7.680 0.1009 Act/360 Balloon 0 0 21 61.20 8.080 0.1009 Act/360 ARD 0 0 21a 21b 21c 21d 21e 21f 22 62.14 7.690 0.1009 Act/360 Balloon 0 0 23 63.07 7.260 0.1009 Act/360 Balloon 0 0 24 63.97 7.380 0.1009 Act/360 Balloon 0 0 25 64.88 7.490 0.1009 Act/360 ARD 0 0 26 65.74 8.700 0.1009 Act/360 Balloon 0 0 26a 26b 26c 26d 26e 26f 27 66.59 7.840 0.1009 Act/360 Balloon 0 0 28 67.41 7.680 0.1009 Act/360 Balloon 0 0 29 68.22 7.420 0.1209 Act/360 Balloon 0 0 30 68.99 7.500 0.1009 Act/360 ARD 0 0 31 69.74 7.340 0.1009 Act/360 Balloon 0 0 32 70.43 7.750 0.1009 Act/360 ARD 0 0 33 71.12 7.290 0.1209 Act/360 Balloon 0 0 34 71.78 7.350 0.1009 Act/360 Balloon 0 0 35 72.40 7.150 0.1009 Act/360 Balloon 0 0 36 73.01 7.650 0.1009 Act/360 Balloon 0 0 37 73.62 7.470 0.1309 Act/360 Balloon 0 0 38 74.21 7.420 0.1009 Act/360 Balloon 0 0 39 74.79 7.350 0.1009 Act/360 Balloon 0 0 40 75.37 7.840 0.1009 Act/360 Balloon 0 0 41 75.92 7.680 0.1009 Act/360 Balloon 0 0 42 76.47 7.590 0.1009 Act/360 ARD 0 0 43 77.02 7.250 0.1009 Act/360 Balloon 0 0 44 77.55 7.000 0.1009 Act/360 Balloon 0 0 45 78.05 7.680 0.1009 Act/360 Balloon 0 0 46 78.55 7.260 0.1209 Act/360 Balloon 0 0 47 79.04 7.310 0.1009 Act/360 Balloon 0 0 48 79.50 7.460 0.1009 Act/360 Balloon 0 0 49 79.95 8.000 0.1009 Act/360 ARD 0 0 50 80.38 7.680 0.1009 Act/360 Balloon 0 0 51 80.81 7.250 0.1009 Act/360 Balloon 0 0 52 81.24 7.860 0.1009 Act/360 ARD 0 0 52a 52b 53 81.64 7.400 0.1009 Act/360 Balloon 0 0 54 82.04 7.890 0.1309 Act/360 Balloon 0 0 55 82.44 6.739 0.1009 30/360 Balloon 0 0 56 82.83 7.310 0.1009 Act/360 Balloon 0 0 57 83.21 7.140 0.1009 Act/360 Balloon 0 0 58 83.59 7.040 0.1309 Act/360 Balloon 0 0 59 83.96 7.490 0.1009 Act/360 Balloon 0 0 60 84.33 7.680 0.1009 Act/360 Balloon 0 0 61 84.70 6.960 0.1009 Act/360 Balloon 0 0 62 85.06 7.580 0.1209 Act/360 Balloon 0 0 63 85.43 7.210 0.1009 Act/360 Balloon 0 0 64 85.79 7.375 0.1009 Act/360 Balloon 0 0 65 86.14 7.530 0.1009 Act/360 Balloon 0 0 66 86.49 7.820 0.1209 Act/360 Balloon 0 0 67 86.83 8.270 0.1009 Act/360 Balloon 0 0 68 87.17 7.560 0.1209 Act/360 Balloon 0 0 69 87.51 8.550 0.1009 Act/360 Balloon 0 0 69a 69b 69c 70 87.84 7.330 0.1209 Act/360 Balloon 0 0 71 88.18 6.739 0.1009 30/360 Balloon 0 0 72 88.49 7.150 0.1009 Act/360 Balloon 0 0 73 88.80 7.230 0.1009 Act/360 Balloon 0 0 74 89.11 7.500 0.1309 Act/360 Balloon 0 0 75 89.41 7.780 0.1009 Act/360 Balloon 0 0 76 89.71 7.470 0.1209 Act/360 Balloon 0 0 77 90.00 7.050 0.1209 Act/360 Balloon 0 0 78 90.29 7.580 0.1009 Act/360 Balloon 0 0 79 90.57 7.970 0.1009 Act/360 ARD 0 0 80 90.85 7.340 0.1009 Act/360 ARD 0 0 81 91.12 7.580 0.1009 Act/360 Balloon 0 0 82 91.39 7.830 0.1009 Act/360 ARD 0 0 83 91.64 7.400 0.1009 Act/360 Balloon 0 0 84 91.89 7.500 0.1209 Act/360 Balloon 0 0 85 92.14 7.260 0.1009 Act/360 Balloon 0 0 86 92.38 7.750 0.1009 Act/360 ARD 0 0 87 92.62 7.590 0.1009 Act/360 Balloon 0 0 88 92.86 7.240 0.1009 Act/360 Balloon 0 0 89 93.10 7.170 0.1009 Act/360 Balloon 0 0 90 93.34 7.476 0.1009 Act/360 Balloon 0 0 91 93.57 7.476 0.1009 Act/360 Balloon 0 0 92 93.79 7.590 0.1009 Act/360 Balloon 0 0 93 94.01 7.400 0.1209 Act/360 Balloon 0 0 94 94.23 7.210 0.1009 Act/360 Balloon 0 0 95 94.45 8.000 0.1009 Act/360 ARD 0 0 96 94.67 7.950 0.1009 Act/360 ARD 0 0 97 94.88 7.620 0.1009 Act/360 Balloon 0 0 98 95.09 7.480 0.1309 Act/360 Balloon 0 0 99 95.30 7.140 0.1009 Act/360 Balloon 0 0 100 95.50 7.630 0.1009 Act/360 Balloon 0 0 101 95.70 7.625 0.1009 Act/360 Balloon 0 0 102 95.90 7.140 0.1009 Act/360 Balloon 0 0 103 96.09 7.140 0.1009 Act/360 Balloon 0 0 104 96.27 7.820 0.1009 Act/360 Balloon 0 0 105 96.45 7.875 0.1009 Act/360 Balloon 0 0 105a 105b 106 96.63 7.580 0.1209 Act/360 Balloon 0 0 107 96.81 7.460 0.1009 Act/360 Balloon 0 0 108 96.98 7.230 0.1009 Act/360 Balloon 0 0 109 97.15 7.700 0.1009 Act/360 Balloon 0 0 110 97.32 7.525 0.1009 Act/360 Balloon 0 0 111 97.48 7.840 0.1009 Act/360 Balloon 0 0 112 97.62 7.210 0.1009 Act/360 Balloon 0 0 113 97.77 7.670 0.1209 Act/360 Balloon 0 0 114 97.91 7.230 0.1009 Act/360 Balloon 0 0 115 98.06 7.370 0.1209 Act/360 Balloon 0 0 116 98.19 7.800 0.1009 Act/360 Balloon 0 0 117 98.32 7.950 0.1009 Act/360 Balloon 0 0 118 98.45 7.520 0.1009 Act/360 Balloon 0 0 119 98.57 7.940 0.1009 Act/360 Balloon 0 0 120 98.69 7.560 0.1009 Act/360 Balloon 0 0 121 98.80 8.375 0.1009 Act/360 Balloon 0 0 122 98.91 7.400 0.1209 Act/360 Balloon 0 0 123 99.02 7.140 0.1009 Act/360 Balloon 0 0 124 99.13 7.490 0.1209 Act/360 Balloon 0 0 125 99.24 7.590 0.1009 Act/360 Balloon 0 0 126 99.34 7.140 0.1009 Act/360 Balloon 0 0 127 99.44 7.900 0.1009 Act/360 Balloon 0 0 128 99.53 7.140 0.1009 Act/360 Balloon 0 0 129 99.62 7.680 0.1009 Act/360 Balloon 0 0 130 99.70 7.490 0.1009 Act/360 Balloon 0 0 131 99.78 8.500 0.1009 Act/360 Balloon 0 0 131a 131b 131c 132 99.86 7.870 0.1009 Act/360 Balloon 0 0 133 99.91 8.300 0.1009 Act/360 Balloon 0 0 133a 133b 134 99.96 8.125 0.1009 Act/360 Balloon 0 0 134a 134b 135 100.00 8.000 0.1009 Act/360 Balloon 0 0
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[Enlarge/Download Table] ORIGINAL REMAINING ORIGINAL REMAINING MATURITY OR CONTROL TERM TO TERM TO AMORTIZATION AMORTIZATION ORIGINATION ANTICIPATED BALLOON NO. MATUIRITY (MOS.) MATUIRITY (MOS.) TERM (MOS.) TERM (MOS.) DATE REPAYMENT DATE BALANCE ($) ==================================================================================================================================== 1 121 120 360 360 6/20/01 07/11/11 158,522,003 2 120 116 360 356 2/28/01 03/11/11 86,748,343 3 120 117 360 357 4/5/01 04/11/11 76,993,377 4 121 115 360 354 12/7/00 02/11/11 63,216,634 5 120 118 360 358 5/1/01 05/11/11 38,908,313 6 120 118 360 358 4/19/01 05/11/11 36,522,227 7 60 59 360 359 6/5/01 06/11/06 37,480,767 8 120 116 360 356 3/9/01 03/11/11 32,974,226 9 120 113 360 353 11/13/00 12/11/10 29,256,259 10 120 113 360 353 12/1/00 12/11/10 20,685,017 11 120 119 360 359 6/8/01 06/11/11 19,701,698 12 120 117 360 357 3/12/01 04/11/11 19,969,235 13 120 117 300 297 3/27/01 04/11/11 15,218,403 13a 13b 14 120 119 360 359 5/22/01 06/11/11 16,058,423 15 120 118 360 358 4/30/01 05/11/11 15,511,012 16 120 117 360 357 3/30/01 04/11/11 15,154,072 17 121 120 360 359 6/8/01 07/11/11 14,747,735 17a 17b 17c 17d 17e 17f 18 60 57 360 357 3/15/01 04/11/06 14,694,255 19 120 119 360 359 5/31/01 06/11/11 12,266,761 20 120 119 360 359 5/31/01 06/11/11 12,156,868 21 121 120 360 359 6/8/01 07/11/11 12,090,727 21a 21b 21c 21d 21e 21f 22 120 119 300 299 5/21/01 06/11/11 10,659,244 23 60 58 360 358 5/1/01 05/11/06 12,114,111 24 120 117 360 357 4/3/01 04/11/11 11,097,435 25 120 118 324 322 5/2/01 05/11/11 10,610,579 26 120 102 360 342 12/22/99 01/01/10 10,906,416 26a 26b 26c 26d 26e 26f 27 120 114 300 294 12/20/00 01/01/11 9,676,588 28 120 119 360 359 5/31/01 06/11/11 10,027,198 29 60 59 360 359 6/1/01 06/11/06 10,659,864 30 120 117 360 357 3/26/01 04/11/11 9,452,673 31 120 117 360 357 3/30/01 04/11/11 9,194,434 32 120 119 360 359 5/23/01 06/11/11 8,488,901 33 120 117 360 357 3/13/01 04/11/11 8,347,868 34 84 82 300 298 4/24/01 05/11/08 8,023,376 35 120 118 360 358 4/17/01 05/11/11 7,508,657 36 118 118 344 344 7/3/01 05/11/11 7,460,823 37 120 118 360 358 4/17/01 05/11/11 7,407,303 38 120 117 324 321 3/27/01 04/11/11 6,870,582 39 120 118 360 358 4/12/01 05/11/11 7,111,886 40 120 114 300 294 12/20/00 01/01/11 6,560,399 41 120 119 360 359 5/31/01 06/11/11 6,832,693 42 120 119 360 359 6/6/01 06/11/11 6,728,932 43 120 116 360 356 2/14/01 03/11/11 6,628,551 44 60 59 360 359 5/17/01 06/11/06 7,009,512 45 120 119 360 359 5/31/01 06/11/11 6,176,045 46 84 81 360 357 3/19/01 04/11/08 6,332,802 47 120 116 360 356 3/2/01 03/11/11 5,979,327 48 120 120 360 360 6/15/01 07/11/11 5,560,488 49 120 119 360 359 6/1/01 06/11/11 5,633,936 50 120 119 360 359 5/31/01 06/11/11 5,324,175 51 120 115 360 355 2/8/01 02/11/11 5,220,326 52 120 120 360 360 6/12/01 07/11/11 5,257,384 52a 52b 53 120 117 360 357 4/6/01 04/11/11 4,934,703 54 120 118 360 358 4/30/01 05/11/11 4,928,758 55 264 224 300 260 2/13/98 03/10/20 1,302,378 56 120 116 300 296 2/27/01 03/11/11 4,381,948 57 60 60 360 360 6/25/01 07/11/06 4,981,269 58 60 60 360 360 6/25/01 07/11/06 4,928,117 59 120 119 360 359 5/18/01 06/11/11 4,548,339 60 120 119 360 359 5/31/01 06/11/11 4,543,297 61 60 59 360 359 6/1/01 06/11/06 4,828,612 62 78 78 353 353 6/29/01 01/11/08 4,736,802 63 120 116 360 356 2/14/01 03/11/11 4,429,073 64 120 117 360 357 3/15/01 04/11/11 4,403,183 65 120 119 144 143 5/31/01 06/11/11 1,208,005 66 120 119 360 359 5/18/01 06/11/11 4,273,963 67 120 119 300 299 6/1/01 06/11/11 3,945,262 68 120 118 360 358 5/9/01 05/11/11 4,181,023 69 120 101 360 341 11/12/99 12/01/09 4,253,780 69a 69b 69c 70 60 56 360 356 2/21/01 03/01/06 4,397,863 71 264 224 300 260 2/13/98 03/10/20 1,100,285 72 120 116 360 356 3/8/01 03/11/11 3,852,967 73 60 59 360 359 6/1/01 06/11/06 4,083,914 74 120 118 300 298 4/27/01 05/11/11 3,472,809 75 120 119 360 359 6/27/01 06/11/11 3,691,600 76 60 59 360 359 5/25/01 06/11/06 3,904,425 77 60 57 360 357 3/5/01 04/01/06 3,838,574 78 120 118 360 358 4/17/01 05/11/11 3,541,259 79 120 118 360 358 4/30/01 05/11/11 3,454,545 80 120 118 360 358 5/8/01 05/11/11 3,343,843 81 120 118 360 358 4/16/01 05/11/11 3,319,930 82 120 119 360 359 6/4/01 06/11/11 3,330,939 83 84 82 360 358 5/3/01 05/11/08 3,289,821 84 120 115 300 295 1/17/01 02/11/11 2,841,016 85 120 116 360 356 3/2/01 03/11/11 3,029,723 86 120 118 360 358 4/24/01 05/11/11 2,933,857 87 120 118 360 358 4/17/01 05/11/11 2,922,269 88 84 82 360 358 5/11/01 05/11/08 3,050,038 89 60 58 360 358 4/23/01 05/11/06 3,132,203 90 120 117 300 297 3/27/01 04/11/11 2,678,438 91 120 117 300 297 3/27/01 04/11/11 2,637,857 92 120 116 300 296 2/26/01 03/11/11 2,525,190 93 120 117 360 357 3/15/01 04/11/11 2,687,652 94 120 117 360 357 3/23/01 04/11/11 2,674,575 95 120 118 360 358 3/29/01 05/11/11 2,683,331 96 120 115 360 355 2/7/01 02/11/11 2,678,076 97 120 118 360 358 5/10/01 05/11/11 2,640,868 98 120 118 324 322 4/23/01 05/11/11 2,449,208 99 120 117 360 357 3/27/01 04/11/11 2,494,645 100 120 119 300 299 6/4/01 06/11/11 2,282,985 101 120 118 360 358 5/10/01 05/11/11 2,479,889 102 120 117 360 357 3/27/01 04/11/11 2,363,349 103 60 60 300 300 6/12/01 07/11/06 2,413,099 104 120 119 360 359 5/23/01 06/11/11 2,315,064 105 120 118 300 298 5/9/01 05/11/11 2,053,527 105a 105b 106 120 116 360 356 2/15/01 03/11/11 2,213,370 107 120 118 360 358 4/19/01 05/11/11 2,140,426 108 120 117 360 357 3/22/01 04/11/11 2,105,674 109 120 118 360 358 4/17/01 05/11/11 2,064,496 110 120 117 360 357 4/6/01 04/11/11 2,033,158 111 120 119 360 359 6/1/01 06/11/11 1,950,943 112 120 116 360 356 2/16/01 03/11/11 1,797,940 113 120 119 360 359 6/4/01 06/11/11 1,774,287 114 120 116 360 356 2/16/01 03/11/11 1,754,998 115 120 117 300 297 4/9/01 04/11/11 1,618,116 116 120 119 360 359 5/18/01 06/11/11 1,675,825 117 120 115 360 355 2/8/01 02/11/11 1,629,162 118 120 118 360 358 5/10/01 05/11/11 1,558,466 119 120 118 360 358 4/27/01 05/11/11 1,491,575 120 120 118 360 358 4/12/01 05/11/11 1,437,919 121 120 113 360 353 11/28/00 12/11/10 1,443,123 122 120 117 300 297 3/15/01 04/11/11 1,234,933 123 60 59 360 359 6/5/01 06/11/06 1,423,157 124 120 117 360 357 3/30/01 04/11/11 1,324,807 125 120 113 360 353 12/7/00 12/11/10 1,311,019 126 120 117 360 357 3/27/01 04/11/11 1,291,087 127 120 117 360 357 3/19/01 04/11/11 1,155,361 128 120 117 360 357 3/27/01 04/11/11 1,116,026 129 120 118 360 358 5/10/01 05/11/11 1,087,208 130 120 116 360 356 2/26/01 03/11/11 1,015,854 131 120 118 360 358 4/30/01 05/11/11 1,026,175 131a 131b 131c 132 120 119 360 359 6/8/01 06/11/11 913,777 133 120 118 300 298 4/26/01 05/11/11 640,235 133a 133b 134 120 113 360 353 12/7/00 12/11/10 627,719 134a 134b 135 120 119 360 359 6/1/01 06/11/11 447,138
424B5149th Page of 334TOC1stPreviousNextBottomJust 149th
[Enlarge/Download Table] ANNUAL UW NET UW NET DSCR @ CONTROL PROPERTY PREPAYMENT DEBT OPERATING CASH NET CASH APPRAISED NO. TYPE PROVISIONS (1) SERVICE INCOME ($) FLOW ($) FLOW (X) VALUE ($) ======================================================================================================================== 1 Office L(26),D(92),O(3) 14,602,316 32,893,269 31,285,898 2.14 415,000,000 2 Retail L(29),D(88),O(3) 7,820,704 13,731,145 13,105,519 1.68 160,000,000 3 Retail L(28),D(89),O(3) 7,091,220 11,663,141 11,148,223 1.57 144,000,000 4 Office L(31),D(90) 6,186,468 11,636,694 10,829,128 1.75 172,500,000 5 Retail L(27),D(89),O(4) 3,830,251 7,216,306 6,315,661 1.65 76,700,000 6 Office L(27),D(90),O(3) 3,551,986 4,819,210 4,341,615 1.22 57,500,000 7 Multifamily L(48),D(11),O(1) 3,201,428 4,102,739 4,018,786 1.26 50,500,000 8 Retail L(29),D(88),O(3) 3,088,128 4,159,855 3,993,065 1.29 47,500,000 9 Office L(32),D(86),O(2) 2,940,914 4,177,285 3,854,509 1.31 45,250,000 10 Office L(32),D(85),O(3) 2,000,939 3,155,943 2,930,696 1.46 33,000,000 11 Multifamily L(26),D(91),O(3) 1,889,028 2,525,320 2,436,328 1.29 30,000,000 12 Office L(28),D(90),O(2) 1,987,143 2,804,673 2,553,693 1.29 31,500,000 13 Hotel L(28),D(92) 1,659,219 2,427,549 2,427,549 1.46 26,100,000 13a Hotel 20,900,000 13b Hotel 5,200,000 14 Retail L(26),D(91),O(3) 1,569,900 2,190,949 2,047,283 1.30 24,200,000 15 Retail L(48),D(69),O(3) 1,462,306 1,877,739 1,846,568 1.26 24,000,000 16 Retail L(28),D(91),O(1) 1,416,319 1,993,276 1,905,334 1.35 22,800,000 17 Self-Storage L(26),D(92),O(3) 1,462,581 2,266,571 2,205,142 1.51 28,440,000 17a Self-Storage 15,000,000 17b Self-Storage 1,810,000 17c Self-Storage 1,770,000 17d Self-Storage 3,500,000 17e Self-Storage 3,820,000 17f Self-Storage 2,540,000 18 Industrial L(28),D(29),O(3) 1,246,219 1,820,102 1,629,051 1.31 20,700,000 19 Retail L(48),D(72) 1,138,091 1,694,245 1,530,844 1.35 17,800,000 20 Retail L(26),D(92),O(2) 1,169,839 1,530,025 1,436,788 1.23 17,200,000 21 Self-Storage L(26),D(92),O(3) 1,199,076 1,863,309 1,800,339 1.50 26,660,000 21a Self-Storage 5,130,000 21b Self-Storage 3,950,000 21c Self-Storage 2,820,000 21d Self-Storage 5,390,000 21e Self-Storage 6,680,000 21f Self-Storage 2,690,000 22 Industrial L(48),D(69),O(3) 1,176,683 1,514,254 1,468,951 1.25 17,700,000 23 Office L(27),D(30),O(3) 1,044,768 1,682,209 1,443,031 1.38 17,000,000 24 Office L(48),D(72) 1,044,816 1,491,499 1,326,234 1.27 17,000,000 25 Retail L(27),D(90),O(3) 1,085,288 1,437,842 1,365,432 1.26 15,900,000 26 Multifamily L(48),D(72) 1,127,710 2,062,653 1,663,353 1.47 15,000,000 26a Multifamily 2,100,000 26b Multifamily 1,200,000 26c Multifamily 3,400,000 26d Multifamily 3,800,000 26e Multifamily 1,900,000 26f Multifamily 2,600,000 27 Hotel L(31),D(89) 1,077,926 1,697,147 1,697,147 1.57 18,600,000 28 Retail L(26),D(92),O(2) 964,904 1,297,949 1,191,950 1.24 14,200,000 29 Office L(26),D(32),O(2) 932,393 1,290,535 1,186,040 1.27 14,450,000 30 Retail L(28),D(91),O(1) 897,791 1,114,077 1,096,914 1.22 14,000,000 31 Retail L(48),D(72) 863,117 1,223,968 1,153,332 1.34 13,700,000 32 Office L(26),D(93),O(1) 821,008 1,485,779 1,353,868 1.65 15,400,000 33 Retail L(28),D(91),O(1) 780,776 1,084,179 1,018,720 1.30 12,250,000 34 Retail L(48),D(36) 796,354 1,238,875 1,056,275 1.33 14,150,000 35 Retail L(48),D(72) 694,994 1,006,556 920,223 1.32 10,800,000 36 Office/Industrial L(25),D(91),O(2) 735,978 1,247,303 1,047,946 1.42 12,800,000 37 Retail L(48),D(71),O(1) 701,902 933,075 913,340 1.30 10,525,000 38 Retail L(48),D(71),O(1) 699,684 951,056 904,042 1.29 11,250,000 39 Retail L(48),D(72) 668,027 935,442 865,215 1.30 10,100,000 40 Hotel L(31),D(89) 730,797 1,118,894 1,118,894 1.53 11,200,000 41 Retail L(26),D(92),O(2) 657,501 895,837 813,517 1.24 11,500,000 42 Office L(26),D(93),O(1) 643,314 860,985 809,397 1.26 9,950,000 43 Retail L(48),D(72) 618,052 875,169 799,549 1.29 9,500,000 44 Multifamily L(48),D(9),O(3) 590,789 806,632 774,632 1.31 10,900,000 45 Retail L(26),D(92),O(2) 594,312 845,153 765,147 1.29 8,700,000 46 Office L(28),D(53),O(3) 561,307 817,596 735,651 1.31 9,400,000 47 Office L(48),D(72) 559,980 766,989 731,341 1.31 8,800,000 48 Multifamily L(25),D(95) 526,537 740,758 660,238 1.25 8,200,000 49 Office L(26),D(88),O(6) 554,726 922,157 824,264 1.49 8,700,000 50 Retail L(26),D(92),O(2) 512,338 677,234 626,499 1.22 7,700,000 51 Retail L(48),D(72) 487,074 836,930 765,825 1.57 8,525,000 52 Retail L(25),D(92),O(3) 512,735 846,210 744,845 1.45 8,100,000 52a Retail 5,600,000 52b Retail 2,500,000 53 Retail L(28),D(90),O(2) 465,279 675,195 598,368 1.29 7,600,000 54 Office L(27),YM1%(93) 481,411 729,803 681,419 1.42 8,000,000 55 Other L(60),D(204) 479,086 479,086 479,086 1.00 5,450,000 56 Multifamily L(29),D(91) 473,067 654,178 624,928 1.32 7,000,000 57 Multifamily L(36),D(24) 425,081 658,536 619,786 1.46 7,000,000 58 Multifamily L(48),D(11),O(1) 416,826 575,884 535,884 1.29 6,800,000 59 Office L(48),D(72) 431,691 651,544 563,349 1.30 7,320,000 60 Retail L(26),D(92),O(2) 437,195 643,279 557,093 1.27 6,400,000 61 Retail L(48),D(12) 405,522 773,089 687,589 1.70 14,400,000 62 Retail L(25),D(52),O(1) 431,872 603,788 554,838 1.28 6,800,000 63 Mobile Home Park L(48),D(69),O(3) 411,756 516,222 509,542 1.24 6,600,000 64 Retail L(28),D(90),O(2) 414,405 627,805 590,193 1.42 7,250,000 65 Retail L(26),D(92),O(2) 621,427 853,423 753,696 1.21 8,750,000 66 Retail L(48),D(71),O(1) 415,443 596,354 565,207 1.36 6,000,000 67 Hotel L(48),D(72) 450,179 629,835 629,835 1.40 7,500,000 68 Retail L(48),D(72) 398,787 579,494 550,655 1.38 6,400,000 69 Office/Industrial L(48),D(72) 435,204 834,747 735,692 1.69 8,880,000 69a Industrial 4,060,000 69b Industrial 1,950,000 69c Office 2,870,000 70 Industrial L(29),D(29),O(2) 381,624 543,590 494,524 1.30 6,350,000 71 Other L(60),D(204) 404,745 404,705 404,705 1.00 4,490,000 72 Multifamily L(48),D(72) 356,615 465,331 433,843 1.22 5,760,000 73 Multifamily L(48),D(11),O(1) 351,303 511,479 476,679 1.36 6,000,000 74 Retail L(48),D(71),O(1) 379,102 505,558 478,330 1.26 5,550,000 75 Industrial L(48),D(72) 357,806 518,733 463,522 1.30 5,450,000 76 Office L(48),D(9),O(3) 343,003 518,455 457,765 1.33 6,050,000 77 Industrial L(28),D(30),O(2) 324,971 489,627 461,337 1.42 5,700,000 78 Multifamily L(27),D(92),O(1) 338,256 567,241 497,941 1.47 5,000,000 79 Office L(27),D(90),O(3) 339,351 491,725 441,212 1.30 5,300,000 80 Multifamily L(27),D(91),O(2) 313,861 417,943 413,193 1.32 5,150,000 81 Mixed-Use L(27),D(91),O(2) 317,115 441,024 413,850 1.31 5,140,000 82 Retail L(26),D(90),O(4) 324,010 466,631 451,569 1.39 4,800,000 83 Office L(48),D(36) 294,954 455,266 420,695 1.43 5,000,000 84 Office L(48),D(71),O(1) 310,376 504,517 408,317 1.32 5,200,000 85 Multifamily L(48),D(72) 282,702 452,766 406,766 1.44 5,000,000 86 Retail L(27),D(92),O(1) 283,699 427,076 380,834 1.34 4,600,000 87 Office L(48),D(71),O(1) 279,333 379,486 351,452 1.26 4,400,000 88 Retail L(48),D(33),O(3) 269,873 350,116 342,918 1.27 4,350,000 89 Office L(30),D(30) 267,996 402,842 355,429 1.33 4,500,000 90 Hotel L(28),D(92) 292,023 469,199 469,199 1.61 7,000,000 91 Hotel L(28),D(92) 287,598 437,913 437,913 1.52 4,900,000 92 Retail L(48),D(72) 277,086 403,797 384,959 1.39 4,250,000 93 Retail L(28),D(91),O(1) 253,411 386,003 359,830 1.42 4,250,000 94 Mobile Home Park L(48),D(69),O(3) 248,684 315,252 309,772 1.25 4,000,000 95 Retail L(27),D(92),O(1) 264,155 407,936 374,210 1.42 4,100,000 96 Retail L(30),D(89),O(1) 262,902 491,994 431,347 1.64 5,300,000 97 Mobile Home Park L(27),D(90),O(3) 252,984 349,688 331,038 1.31 3,725,000 98 Multifamily L(37),YM1%(83) 250,353 354,709 332,187 1.33 3,650,000 99 Retail L(28),D(92) 230,758 338,287 313,273 1.36 3,700,000 100 Retail L(48),D(71),O(1) 251,149 402,742 390,474 1.55 5,400,000 101 Retail L(27),D(90),O(3) 237,649 304,260 301,992 1.27 3,750,000 102 Retail L(28),D(92) 218,613 321,821 294,568 1.35 3,500,000 103 Multifamily L(36),D(24) 225,457 336,355 306,355 1.36 3,400,000 104 Retail L(48),D(72) 225,032 314,200 287,248 1.28 3,500,000 105 Mobile Home Park L(27),D(90),O(3) 229,066 341,909 329,723 1.44 3,850,000 105a Mobile Home Park 1,900,000 105b Mobile Home Park 1,950,000 106 Retail L(48),D(71),O(1) 211,410 315,760 296,256 1.40 3,350,000 107 Retail L(27),D(90),O(3) 202,675 273,364 256,142 1.26 3,070,000 108 Retail L(36),D(81),O(3) 196,076 307,742 281,709 1.44 3,200,000 109 Office L(27),D(90),O(3) 198,916 284,373 249,223 1.25 3,200,000 110 Industrial L(48),D(71),O(1) 193,456 275,958 253,495 1.31 3,100,000 111 Office L(26),D(91),O(3) 189,910 322,967 259,271 1.37 3,300,000 112 Mobile Home Park L(48),D(69),O(3) 167,148 216,697 212,657 1.27 3,000,000 113 Industrial L(48),D(71),O(1) 170,614 275,602 225,868 1.32 3,950,000 114 Multifamily L(48),D(71),O(1) 163,397 228,174 222,563 1.36 3,000,000 115 Retail L(48),D(72) 175,333 247,883 234,924 1.34 2,680,000 116 Industrial L(26),D(91),O(3) 162,662 232,482 205,407 1.26 2,600,000 117 Multifamily L(30),D(87),O(3) 159,932 218,994 206,994 1.29 2,400,000 118 Mobile Home Park L(27),D(90),O(3) 148,216 220,860 208,360 1.41 2,350,000 119 Retail L(27),D(90),O(3) 146,209 214,064 197,474 1.35 2,450,000 120 Office L(48),D(71),O(1) 137,149 206,850 182,557 1.33 2,250,000 121 Multifamily L(32),D(85),O(3) 145,934 220,756 197,031 1.35 2,100,000 122 Retail L(28),D(91),O(1) 134,047 206,387 192,089 1.43 2,360,000 123 Multifamily L(36),D(24) 121,452 200,284 186,784 1.54 2,075,000 124 Retail L(28),D(91),O(1) 125,735 199,794 187,409 1.49 2,200,000 125 Multifamily L(48),D(72) 125,361 168,267 159,267 1.27 2,142,000 126 Retail L(28),D(92) 119,427 172,977 158,054 1.32 1,900,000 127 Retail L(28),D(89),O(3) 112,946 169,054 156,216 1.38 1,830,000 128 Retail L(28),D(92) 103,234 150,652 140,733 1.36 1,800,000 129 Mobile Home Park L(27),D(90),O(3) 104,602 146,068 141,318 1.35 1,650,000 130 Industrial L(29),D(90),O(1) 96,397 160,420 120,902 1.25 1,550,000 131 Mobile Home Park L(27),D(90),O(3) 104,634 148,900 139,400 1.33 1,465,000 131a Mobile Home Park 310,000 131b Mobile Home Park 285,000 131c Mobile Home Park 870,000 132 Multifamily L(26),D(91),O(3) 89,141 110,510 107,102 1.20 1,380,000 133 Mobile Home Park L(27),D(90),O(3) 73,162 113,900 109,450 1.50 1,040,000 133a Mobile Home Park 660,000 133b Mobile Home Park 380,000 134 Multifamily L(32),D(85),O(3) 62,370 83,645 78,645 1.26 889,000 134a Multifamily 564,000 134b Multifamily 325,000 135 Multifamily L(26),D(91),O(3) 44,026 69,646 61,704 1.40 725,000
424B5150th Page of 334TOC1stPreviousNextBottomJust 150th
[Enlarge/Download Table] CUT-OFF SCHEDULED UW HOSPITALITY CONTROL APPRAISAL DATE MATURITY/ AVERAGE YEAR YEAR NO. DATE LTV (%) ARD LTV (%) DAILY RATE BUILT RENOVATED ================================================================================================================= 1 01/01/01 43.4 38.2 1929 1998-2001 2 11/01/01 62.3 54.2 1971 1999 3 03/17/01 62.3 53.5 1989 1991 4 01/01/01 41.0 36.6 1987-1989 5 04/02/01 56.7 50.7 1954 2000 6 02/12/01 71.2 63.5 1967 2000 7 04/06/01 78.2 74.2 1978 1998 8 01/29/01 78.7 69.4 1995 2000 9 08/18/00 71.5 64.7 1957 1996 10 12/01/00 70.2 62.7 1998 2000 11 03/06/01 74.0 65.7 1922 1979 12 01/11/01 70.5 63.4 1983 1990 13 12/01/00 71.6 58.3 91.58 1968 1995 13a 12/01/00 1968 1995 13b 12/01/00 1968 1995 14 01/01/01 74.3 66.4 1924 1990 15 01/18/01 73.2 64.6 1999 16 02/22/01 75.5 66.5 2000 17 04/30/01 57.9 51.9 Various Various 17a 05/01/01 1930 1996 17b 05/07/01 1979 17c 04/30/01 1978 1999 17d 05/04/01 1996 17e 05/01/01 1969 1975 17f 05/03/01 1924 1990 18 02/12/01 74.7 71.0 1976 and 1978 19 04/01/01 78.6 68.9 1965, 1991, 1993, 1999, 2001 20 02/28/01 79.6 70.7 1968 2000 21 04/30/01 50.7 45.4 Various Various 21a 05/03/01 1920 1990 21b 05/01/01 1997 21c 05/01/01 1997 21d 05/02/01 1969 1996 21e 05/02/01 1922 21f 04/30/01 1995 22 04/10/01 73.6 60.2 2000 23 03/08/01 74.9 71.3 1986 1999 24 02/21/01 74.0 65.3 1999 25 03/20/01 78.9 66.7 1999 26 09/16/99 79.3 72.7 Various 26a 09/16/99 1952 26b 09/16/99 1966 26c 09/16/99 1948 26d 09/16/99 1953 26e 09/16/99 1950 26f 09/16/99 1979 27 10/24/00 63.0 52.0 117.41 1999 28 02/23/01 79.5 70.6 1967 1994 29 05/25/01 77.5 73.8 1998-2000 30 03/11/01 76.3 67.5 1987 2001 31 12/07/00 76.1 67.1 1987 32 05/07/01 62.0 55.1 1928 2001 33 02/01/01 77.4 68.1 1965 1996 34 11/14/00 64.2 56.7 1965, 1976 and 1980 35 01/16/01 79.3 69.5 1990, 1995 36 04/01/02 66.7 58.3 1989 37 03/01/01 79.6 70.4 2000 38 09/29/00 72.2 61.1 1989, 1998 39 02/15/01 79.9 70.4 1988 40 10/30/00 71.0 58.6 98.42 1998 41 02/19/01 66.9 59.4 1968 42 03/05/01 76.3 67.6 1999 43 01/15/01 79.3 69.8 1997 44 03/16/01 67.8 64.3 1988 45 02/22/01 79.9 71.0 1969 46 02/01/01 72.7 67.4 1980 47 02/20/01 77.1 67.9 2001 48 04/11/01 76.8 67.8 1972 2001 49 06/01/01 72.4 64.8 1995 50 02/21/01 77.9 69.1 1962 51 01/15/01 69.5 61.2 1993 52 03/30/01 72.8 64.9 1976 52a 03/30/01 1976 52b 04/02/01 1976 53 02/07/01 73.5 64.9 1985 1989 54 03/07/01 69.0 61.6 1967 1994 55 10/20/00 100.1 23.9 1991 56 01/04/01 77.2 62.6 1930 1982 57 03/07/01 75.0 71.2 1982 1994, 2000 58 04/11/01 76.5 72.5 1989 59 02/20/01 70.3 62.1 1986 60 02/22/01 79.9 71.0 1968 1990 61 04/04/01 35.4 33.5 late 1800's, mid 1950's 1993 and 1996 62 06/15/01 74.7 69.7 1963 1987 63 01/09/01 76.3 67.1 1967 64 02/12/01 68.8 60.7 1985 65 03/01/01 55.8 13.8 1967 1978 66 03/27/01 79.9 71.2 1984 67 03/26/01 63.3 52.6 119.23 1999 68 03/15/01 73.7 65.3 2000 69 05/24/01 52.3 47.9 Various Various 69a 05/24/01 1979 69b 05/24/01 1960 69c 05/24/01 1960 2000 70 03/01/01 72.6 69.3 1986 71 10/18/00 102.6 24.5 1995 72 01/01/01 76.2 66.9 1984 73 04/05/01 71.6 68.1 1963 74 01/31/01 76.9 62.6 1974 1997 75 01/19/01 76.1 67.7 1999 76 11/16/00 67.7 64.5 1981 77 02/05/01 70.9 67.3 1980 78 12/21/00 79.9 70.8 1974 1981 79 03/08/01 72.8 65.2 1960 1999 80 03/27/01 73.7 64.9 2001 81 03/07/01 72.9 64.6 1976 1995 82 05/01/01 77.9 69.4 1950 2001 83 05/01/01 70.9 65.8 1964 1994 84 01/01/01 66.9 54.6 1979 and 1980 85 01/28/01 68.8 60.6 1977 86 03/29/01 71.7 63.8 1977 1998 87 03/16/01 74.9 66.4 1972 88 01/24/01 75.8 70.1 2000 89 01/25/01 73.2 69.6 1982 90 12/01/00 47.0 38.3 57.61 1968 2000 91 12/01/00 66.1 53.8 57.00 1968 1996 92 11/20/00 72.6 59.4 2000 93 11/29/00 71.6 63.2 1990 94 01/19/01 76.1 66.9 1972 95 01/24/01 73.1 65.4 1983 2000 96 10/17/00 56.4 50.5 1990 97 03/29/01 79.9 70.9 1980 2000 98 03/13/01 79.3 67.1 1964 1999 99 01/09/01 76.9 67.4 2000 100 05/05/01 51.8 42.3 2000 101 03/15/01 74.5 66.1 2000 102 01/02/01 77.0 67.5 1999 103 03/15/01 77.2 71.0 1972 104 02/13/01 74.2 66.1 1996 105 02/01/01 64.8 53.3 Various 105a 02/01/01 1967 105b 02/01/01 1970 106 11/15/00 74.4 66.1 1999 107 02/13/01 78.9 69.7 1998 108 03/03/01 74.8 65.8 1985 109 01/09/01 72.6 64.5 2000 110 03/01/01 74.0 65.6 1998 & 1999 111 04/10/01 66.3 59.1 1982 1999 112 01/19/01 68.1 59.9 1985 & 1987 113 04/04/01 50.6 44.9 1984 114 12/15/00 66.5 58.5 1961 2000-2001 115 02/04/01 74.4 60.4 1999 116 03/24/01 72.4 64.5 1977 117 10/30/00 75.8 67.9 1977 2000 118 03/29/01 74.9 66.3 1984 1998 119 02/01/01 68.1 60.9 2000 120 02/08/01 72.1 63.9 1973 2000 121 10/04/00 75.9 68.7 1977 1985 122 11/29/00 64.4 52.3 1989 123 03/19/01 72.2 68.6 1976 124 02/15/01 68.0 60.2 1998 125 08/11/00 68.8 61.2 1998 126 01/02/01 77.5 68.0 1999 127 09/08/00 70.6 63.1 1950 1998 128 01/06/01 70.7 62.0 1998 129 03/15/01 74.2 65.9 1971 130 12/12/00 74.0 65.5 1950 1999 131 12/18/00 77.3 70.0 Various 131a 12/18/00 1990 131b 12/18/00 1990 131c 12/18/00 1975 132 02/01/01 74.2 66.2 1865 1998 133 12/10/00 73.9 61.6 Various Various 133a 12/10/00 1956 133b 12/10/00 1957 1999 134 09/20/00 78.4 70.6 1965 Various 134a 09/20/00 1965 2000 134b 09/20/00 1965 1997 135 09/11/00 68.9 61.7 1977
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[Enlarge/Download Table] SQ. FT., LOAN RENT CONTROL BED, PAD, PER OCCUPANCY ROLL OWNERSHIP NO. OR ROOM UNIT UNIT PERCENTAGE DATE INTEREST ============================================================================================== 1 1,196,972 Sq Feet 150 98.7 3/1/01 Leasehold 2 727,606 (2)Sq Feet 137 99.3(4) 2/28/01 Fee Simple (9) 3 1,052,839 (3)Sq Feet 85 98.0(4) 6/28/01 Fee Simple 4 453,635 Sq Feet 156 96.8(5) 3/31/01 Fee Simple (9) 5 773,634 Sq Feet 56 91.7 4/23/01 Fee Simple 6 288,974 Sq Feet 142 93.4 2/20/01 Fee Simple 7 415 Units 95,105 92.0 6/20/01 Fee Simple 8 546,793 Sq Feet 68 99.7 1/23/01 Fee Simple 9 343,419 Sq Feet 94 94.0 10/1/00 Fee Simple 10 152,050 Sq Feet 152 100.0 8/1/00 Fee Simple 11 309 Units 71,890 100.0 3/31/01 Fee Simple 12 178,735 Sq Feet 124 99.3 11/1/00 Fee Simple 13 316 Rooms 59,143 70.8 10/31/00 Fee Simple 13a 209 Rooms 71.0 10/31/00 Fee Simple 13b 107 Rooms 70.0 10/31/00 Fee Simple 14 83,800 Sq Feet 215 100.0 2/16/01 Fee Simple 15 65,500 Sq Feet 268 97.0 6/11/01 Fee Simple 16 84,060 Sq Feet 205 96.7 4/19/01 Fee Simple 17 284,961 Sq Feet 58 94.8 5/9/01 Fee Simple 17a 123,459 Sq Feet 97.0 5/9/01 Fee Simple 17b 38,400 Sq Feet 95.2 5/9/01 Fee Simple 17c 23,030 Sq Feet 85.3 5/9/01 Fee Simple 17d 41,475 Sq Feet 94.8 5/9/01 Fee Simple 17e 27,482 Sq Feet 88.2 5/9/01 Fee Simple 17f 31,115 Sq Feet 98.2 5/9/01 Fee Simple 18 239,012 Sq Feet 65 96.7 3/15/01 Fee Simple 19 293,270 Sq Feet 48 96.6 12/31/00 Fee Simple (9) 20 191,098 Sq Feet 72 92.4 5/17/01 Fee Simple 21 322,719 Sq Feet 42 90.4 5/9/01 Fee Simple 21a 70,464 Sq Feet 91.7 5/9/01 Fee Simple 21b 48,200 Sq Feet 98.3 5/9/01 Fee Simple 21c 44,950 Sq Feet 87.0 5/9/01 Fee Simple 21d 48,540 Sq Feet 97.3 5/9/01 Fee Simple 21e 72,665 Sq Feet 87.1 5/9/01 Fee Simple 21f 37,900 Sq Feet 79.2 5/9/01 Fee Simple 22 150,348 Sq Feet 87 100.0 4/19/01 Fee Simple 23 153,130 Sq Feet 83 93.8 4/1/01 Fee Simple 24 108,340 Sq Feet 116 96.7 3/26/01 Fee Simple 25 106,229 Sq Feet 118 100.0 4/2/01 Fee Simple 26 1,328 Units 8,952 91.1 7/11/00 Fee Simple 26a 204 Units 91.7 7/11/00 Fee Simple 26b 70 Units 90.0 7/11/00 Fee Simple 26c 360 Units 91.9 7/13/00 Fee Simple 26d 348 Units 92.2 6/30/00 Fee Simple 26e 202 Units 89.6 7/11/00 Fee Simple 26f 144 Units 88.2 7/11/00 Fee Simple 27 147 Rooms 79,761 75.4 2/5/01 Fee Simple 28 117,679 Sq Feet 96 100.0 5/17/01 Fee Simple 29 102,539 Sq Feet 109 93.9 5/29/01 Fee Simple 30 114,423 Sq Feet 93 100.0 2/26/01 Fee Simple 31 98,783 Sq Feet 106 97.5 2/12/01 Fee Simple 32 28,880 Sq Feet 330 100.0 3/14/01 Fee Simple 33 154,750 Sq Feet 61 94.4 3/12/01 Fee Simple 34 292,588 Sq Feet 31 89.6 4/18/01 Fee Simple 35 223,865 Sq Feet 38 88.4 12/31/00 Fee Simple 36 199,604 Sq Feet 43 81.7 5/1/01 Fee Simple 37 69,248 Sq Feet 121 96.5 4/16/01 Fee Simple 38 29,220 Sq Feet 278 100.0 1/1/01 Leasehold 39 163,489 Sq Feet 49 97.7 1/2/01 Fee Simple 40 144 Rooms 55,202 76.1 1/18/01 Fee Simple 41 109,105 Sq Feet 71 100.0 5/17/01 Fee Simple 42 44,526 Sq Feet 171 100.0 2/28/01 Fee Simple 43 151,242 Sq Feet 50 100.0 12/31/00 Fee Simple 44 128 Units 57,765 100.0 3/14/01 Fee Simple 45 106,356 Sq Feet 65 100.0 5/17/01 Fee Simple 46 68,507 Sq Feet 100 100.0 2/22/01 Fee Simple 47 23,380 Sq Feet 290 100.0 2/8/01 Fee Simple 48 244 Units 25,820 94.3 4/25/01 Fee Simple 49 69,456 Sq Feet 91 100.0 4/1/01 Fee Simple 50 72,687 Sq Feet 82 100.0 5/17/01 Fee Simple 51 145,111 Sq Feet 41 96.7 12/31/00 Fee Simple 52 194,764 Sq Feet 30 89.7 2/6/01 Fee Simple 52a 137,496 Sq Feet 97.4 4/1/01 Fee Simple 52b 57,268 Sq Feet 71.2 2/6/01 Fee Simple 53 150,129 Sq Feet 37 97.9 3/27/01 Fee Simple (9) 54 102,557 Sq Feet 54 100.0 6/1/01 Fee Simple 55 31,290 Sq Feet 174 100.0 2/13/98 Fee Simple 56 118 Units 45,775 98.3 12/19/00 Fee Simple 57 155 Units 33,871 99.4 6/1/01 Fee Simple 58 200 Units 26,000 96.5 6/19/01 Fee Simple 59 82,109 Sq Feet 63 97.2 1/1/01 Fee Simple 60 118,445 Sq Feet 43 100.0 5/17/01 Fee Simple 61 44,173 Sq Feet 115 100.0 4/1/01 Fee Simple 62 65,321 Sq Feet 78 100.0 6/26/01 Fee Simple 63 167 Pads 30,156 96.4 1/1/01 Fee Simple 64 21,908 Sq Feet 228 100.0 1/1/01 Fee Simple 65 134,933 Sq Feet 36 97.8 5/17/01 Leasehold 66 79,298 Sq Feet 60 100.0 5/17/01 Fee Simple 67 59 Rooms 80,427 74.0 6/11/01 Fee Simple 68 60,090 Sq Feet 79 98.0 4/23/01 Fee Simple 69 104,765 Sq Feet 44 100.0 3/31/01 Fee Simple 69a 54,365 Sq Feet 100.0 3/31/01 Fee Simple 69b 30,000 Sq Feet 100.0 3/31/01 Fee Simple 69c 20,400 Sq Feet 100.0 3/31/01 Fee Simple 70 101,559 Sq Feet 45 100.0 1/19/01 Fee Simple 71 20,122 Sq Feet 229 100.0 10/18/00 Fee Simple 72 128 Units 34,278 95.3 2/21/01 Fee Simple 73 116 Units 37,040 95.7 3/27/01 Fee Simple 74 71,331 Sq Feet 60 100.0 3/22/01 Fee Simple 75 130,000 Sq Feet 32 100.0 3/20/01 Fee Simple 76 64,999 Sq Feet 63 94.4 4/1/01 Fee Simple 77 53,875 Sq Feet 75 97.9 4/3/01 Fee Simple 78 252 Units 15,853 94.4 4/25/01 Fee Simple 79 44,195 Sq Feet 87 100.0 1/1/01 Fee Simple 80 19 Units 199,734 100.0 5/10/01 Fee Simple 81 36,750 Sq Feet 102 100.0 5/15/00 Fee Simple 82 24,131 Sq Feet 155 100.0 4/19/01 Fee Simple 83 26,047 Sq Feet 136 100.0 4/6/01 Fee Simple 84 96,200 Sq Feet 36 90.6 1/26/01 Fee Simple 85 184 Units 18,699 96.7 1/31/01 Fee Simple 86 50,078 Sq Feet 66 97.8 3/31/01 Fee Simple 87 54,100 Sq Feet 61 97.3 4/17/01 Fee Simple 88 21,488 Sq Feet 153 100.0 1/10/01 Fee Simple 89 30,979 Sq Feet 106 100.0 3/22/01 Fee Simple 90 218 Rooms 15,088 62.0 10/31/00 Leasehold 91 204 Rooms 15,880 52.0 10/31/00 Fee Simple 92 21,918 Sq Feet 141 100.0 1/30/01 Fee Simple 93 45,200 Sq Feet 67 95.4 1/1/01 Fee Simple 94 137 Pads 22,214 95.6 2/1/01 Fee Simple 95 32,500 Sq Feet 92 93.1 3/27/01 Fee Simple 96 87,558 Sq Feet 34 100.0 12/1/00 Fee Simple 97 373 Pads 7,979 97.3 4/30/01 Fee Simple 98 88 Units 32,898 97.7 2/27/01 Fee Simple 99 34,050 Sq Feet 84 95.3 1/2/01 Fee Simple 100 15,120 Sq Feet 185 100.0 6/7/01 Fee Simple 101 15,120 Sq Feet 185 100.0 9/14/99 Fee Simple 102 27,227 Sq Feet 99 95.3 1/2/01 Fee Simple 103 120 Units 21,875 98.3 3/15/01 Fee Simple 104 33,468 Sq Feet 78 94.0 5/1/01 Fee Simple 105 173 Pads 14,423 98.3 4/1/01 Fee Simple 105a 83 Pads 97.6 4/1/01 Fee Simple 105b 90 Pads 98.9 4/1/01 Fee Simple 106 25,843 Sq Feet 96 100.0 12/5/00 Fee Simple 107 21,800 Sq Feet 111 100.0 2/28/01 Fee Simple 108 34,046 Sq Feet 70 96.5 3/19/01 Fee Simple 109 30,000 Sq Feet 77 100.0 3/28/01 Fee Simple 110 38,680 Sq Feet 59 100.0 3/26/01 Fee Simple 111 52,951 Sq Feet 41 91.8 5/11/01 Fee Simple 112 101 Pads 20,241 91.1 1/1/01 Fee Simple 113 62,526 Sq Feet 32 100.0 5/31/01 Fee Simple 114 20 Units 99,725 100.0 1/15/01 Fee Simple 115 18,200 Sq Feet 110 100.0 2/1/01 Fee Simple 116 44,852 Sq Feet 42 100.0 5/31/01 Fee Simple 117 48 Units 37,890 93.8 11/1/00 Fee Simple 118 250 Pads 7,043 94.8 4/30/01 Fee Simple 119 14,101 Sq Feet 118 100.0 2/1/01 Fee Simple 120 20,970 Sq Feet 77 85.2 4/12/01 Fee Simple 121 73 Units 21,831 98.6 7/30/00 Fee Simple 122 25,462 Sq Feet 60 91.6 1/1/01 Fee Simple 123 54 Units 27,756 100.0 4/26/01 Fee Simple 124 17,943 Sq Feet 83 100.0 2/15/01 Fee Simple 125 36 Units 40,943 97.2 8/10/00 Fee Simple 126 14,000 Sq Feet 105 100.0 1/2/01 Fee Simple 127 11,100 Sq Feet 116 100.0 1/31/01 Fee Simple 128 15,200 Sq Feet 84 100.0 1/2/01 Fee Simple 129 95 Pads 12,879 99.0 2/28/01 Fee Simple 130 87,968 Sq Feet 13 95.5 11/21/00 Fee Simple 131 190 Pads 5,963 94.2 3/27/01 Fee Simple 131a 35 Pads 100.0 3/27/01 Fee Simple 131b 33 Pads 100.0 3/27/01 Fee Simple 131c 122 Pads 91.0 3/27/01 Fee Simple 132 13 Units 78,792 92.3 4/1/01 Fee Simple 133 91 Pads 8,446 93.4 12/31/00 Fee Simple 133a 51 Pads 98.0 12/31/00 Fee Simple 133b 40 Pads 87.5 3/21/01 Fee Simple 134 20 Units 34,853 100.0 11/10/00 Fee Simple 134a 12 Units 100.0 11/10/00 Fee Simple 134b 8 Units 100.0 11/10/00 Fee Simple 135 22 Units 22,712 100.0 5/1/01 Fee Simple
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[Enlarge/Download Table] LARGEST LARGEST LARGEST CONTROL TENANT TENANT AREA TENANT LEASE NO. NAME LEASED (SQ. FT.) EXP. DATE ================================================================================================ 1 Swidler Berlin Shereff Friedman LLP 122,322 1/31/16 2 Sears 135,187 11/30/19 3 Dillard's (Self-Owned) 200,000 4 SAFECO Insurance Company of America 107,937 (6) 5/31/2002 (7) 5 JC Penney 150,000 7/31/06 6 US Postal Service 257,540 12/31/08 7 8 Wal-Mart Stores, Inc. 129,768 10/27/15 9 Tenet 40,800 7/31/04 10 Colo.com 66,568 10/30/15 11 12 Dept. of Corrections 130,667 4/30/06 13 13a 13b 14 Youngworld Stores 26,000 12/1/14 15 Ross Dress for Less 34,000 12/31/14 16 Famous Footwear 8,106 7/31/10 17 17a 17b 17c 17d 17e 17f 18 West Bond, Inc. 18,725 2/28/04 19 K-Mart 102,558 8/31/06 20 Ralph's Grocery 89,776 4/30/11 21 21a 21b 21c 21d 21e 21f 22 FedEx 150,348 3/31/15 23 US Healthworks 30,389 4/30/06 24 Comstock Resources 20,046 5/31/06 25 Winn-Dixie 52,474 12/8/19 26 26a 26b 26c 26d 26e 26f 27 28 Ralph's Grocery 100,800 4/30/11 29 GSA (Social Security Administration) 17,550 10/31/08 30 Home Depot 114,423 1/31/16 31 Compass Bank 18,097 11/30/02 32 Sotheby's 28,880 6/30/20 33 Farm Fresh 52,000 7/31/20 34 Bon Marche 41,140 1/31/06 35 Target 97,000 10/4/14 36 The Keith Companies 32,014 9/30/06 37 Bi-Lo 47,000 6/30/20 38 LuLu's Restaurant 6,353 9/30/07 39 K-Mart 86,479 3/31/13 40 41 Ralph's Grocery