ALI-ABA Course of Study Commercial Securitization for Real Estate Lawyers

Sponsored with the cooperation of The Capital Consortium, including: Commercial Mortgage Securities Association Mortgage Bankers Association National Association of Realtors Real Estate Roundtable Securities Industry and Financial Markets Association

May 3 - 4, 2007 Chicago, Illinois

TABLE OF CONTENTS Page PROGRAM xiii FACULTY PARTICIPANTS xvii FACULTY BIOGRAPHIES xix STUDY MATERIAL

1. Introduction 1

By Joseph Philip Forte 2. Capital Markets Mortgage: A Ratable Model for Main Street and Wall 5 Street By Joseph Philip Forte 3. CMBS 101: Introduction to Commercial Mortgage Backed Securities 19

By Sally J. Gordon 4. The ABCs of Securitization 43

By Sally J. Gordon 5. How to Build a Bond 87

By Sally J.Gordon 6. Rating Performing Loan Pools 93

By Robert M. Vrchota 7. Rating Single-Borrower Commercial Mortgage Transactions 103

By Donna Schneider and Eric Rothfeld 8. Commercial Mortgage Backed Securities and the Rating Agency Process 113

By David W. Forti and Blase B. Iaconelli 9. Criteria for Analyzing Land Loans in U.S. Commercial Real Estate CDOs 131

By David Harrison, Joe DeRoy, and Jennifer Story

vii 10. Criteria for Analyzing Condominium Conversion Loans in U.S. 139 Commercial Real Estate CDOs By David A. Harrison, Joe Deroy, Jr., and Jennifer Story 11. Rating Commercial Real Estate Construction Loan Pools 147

By Joseph Kelly, Patty Bach, and Richard Carlson 12. Rating Methodology for U.S. Revolving Commercial Real Estate Loan 159 CDOs By Jennifer Story, James Lee, Karen Trebach, and David Harrison 13. U.S. CRE CDO Performance: 2006 Update 173

By Karen Trebach and Jennifer Story 14. U.S. CMBS: Moody's Comments on the Terrorism Risk Insurance 183 Extension Act of 2005 By Daniel B. Rubock 15. CMBS: Moody's Approach to Terrorism Insurance After the Federal 189 Backstop By Daniel B. Rubock 16. U.S. CMBS and CRE CDO: Moody's Approach to Rating Commercial 199 Real Estate Mezzanine Loans By Daniel B. Rubock 17. U.S. CMBS: Is PML the Answer to the Hurricane Insurance Crunch? 211

By Daniel B. Rubock 18. U.S. CMBS: Conduit Loan Underwriting Continues to Slide--Credit 223 Enhancement Increase Likely By Jim Duca and Tad Philipp 19. Securitized Mortgage Loans - Tax Basics 229

By Joseph Philip Forte and C. VanLeer Davis 20. Federal Income Tax Aspects of Securitization Transactions 235

By David C. Miller 21. An Introduction to REMICSs 245

By John F. Baron and Ashley B. Menser 22. Representations and Warranties - The Capital Markets Context 255

By Joseph Philip Forte 23. U.S. CMBS: Representations and Warranties Reach Equilibrium but 263 Remedies Have Eroded Slightly By Mr. Daniel B. Rubock 24. Underwriter and Rating Agency Issues in Securitized Loan Transactions 269

By David W. Forti and Michael Weinberger 25. CMBS Rating Methodology 283

By Jack Tolliver, Erin E. Stafford, and Mary Jane Potthoff 26. Availability vs. Confidentiality: Loan Information in the Capital Markets 307

By Joseph Philip Forte

viii 27. Inclusive Real Estate Secured Transaction Opinion Project 321

By Edward J. Levin Study Material 323 Inclusive Real Estate Secured Transaction Opinion 325 28. Model Opinion of Local Counsel 343

By Joshua Stein 29. Practical Advice on the Preparation of the Substantive Non-Consolidation 367 Opinion in Real Estate Transactions By Richard D. Jones and Richard A. Bendit 30. Mezzanine Loan Non-Consolidation Opinion 405

By Steven G. Horowitz 31. Mezzanine Loan Enforceability Opinion 427

By Steven G. Horowitz 32. Opinion Letter regarding a Delaware Single Member LLC 435

By Steven G. Horowitz 33. Opinion Letter regarding Authority to File Bankruptcy for LLC 441

By Steven G. Horowitz 34. Opinion Letter regarding Perfection of Mezzanine Lender's Security 453 Interest By Steven G. Horowitz 35. Matrix of Issues that Matter in Negotiating Real Estate Loans - What's 463 Really Required by Lenders and Rating Agencies and What an Acceptable Middle Ground May Be By Joseph Philip Forte, Jack Gillies, Steven G. Horowitz, Anne M. Saegert, and Jonathan R. Shils 36. CMSA Large Loan Task Force Report 511

By CMSA Large Loan Task Force 37. Use of SPEs in CMBS 519

By Jennifer P. Story, Heather Merrigan, and Charles Brown 38. Bankruptcy Remote Structuring 525

By David W. Forti 39. Moody's Approach to Pari-Passu Notes in CMBS: Some "A"-Notes are 535 More Equal Than Others By Daniel B. Rubock 40. U.S. CMBS: Moody's Approach to Borrower-Affiliates Owning Their 543 Related B-Notes By Daniel B. Rubock 41. CMBS: Tenants-in-Common Becoming More Common 551

By Nicholas J. Levidy 42. Subordinate Financing of Commercial Real Estate 557

By Jeffrey Fastov and Robert Foley

ix 43. Evaluating Additional Debt in Commercial Mortgage Transactions 565

By Daniel Chambers and Jennifer Story 44. Slicing and Dicing: A Primer on Selected Legal and Structuring Issues 573

By David W. Forti and William C. Stefko 45. B Note Purchases 585

By David M. Linder and Hilary M. Roxburgh 46. Select Bankruptcy Cases Affecting Commercial Real Estate Finance and 591 Securitization - AB Loans By Katherine A. Burroughs, David W. Forti, and Robert E. Grady 47. Mezzanine Finance: A Legal Background 597

By Joseph Philip Forte 48. A Miranda Warning for Potential Conduit Borrowers (or a Checklist for 605 Loan Officers) By Mark A. Hill and Richard D. Jones 49. Mezzanine Debt: Suggested Standard Form of Intercreditor Agreement 611

By David W. Forti and Timothy A. Stafford 50. The Standard Roles and Responsibilities of the Master and Sub-Servicers 645 in CMBS Transactions By Ann Hambly, Deborah O. McKinnon, and Janice M. Smith 51. CMS REMIC Matrix for Master Servicing 651

By David C. Miller 52. Joint CMSA/MBA CMBS Loan Document Integrity Task Force Final 663 Report and Recommendations By Joseph Philip, Mary Anne Ashmore, Richard Jones, and Mark Hill 53. Defeasance Deconstructed 673

By Adam Fox and Mary MacNeill 54. Solving the Mortgage Tax Barrier to Defeasance 681

By Joseph Philip Forte 55. Are You My Lender? 691

By Gary S. Smuckler and Marsha Schuyler 56. U.S. CMBS Borrower Request Policy 697

By Adam Fox, Mary MacNeill, and Britt Johnson 57. Assumptions of Securitized Loans 703

By Kevin A. Sullivan 58. Servicing Issues Related to Large, Highly-Structured Loans 709

By Jan Sternin and Lawrence D. Ashley 59. Servicer Rating Approach 715

By Kevin Chiang and Huston Loke

x 60. U.S. CMBS: Hurricane Katrina Shows Limitations of Current Flood 725 Insurance Practices By Daniel B. Rubock 61. Post-Securitization Issues in CMBS 731

By Pamela J. Dent and Daniel B. Rubock 62. Special Servicing Issues Involving Securitized Commercial Mortgages 737

Submitted by Joseph Philip Forte Modifications and Assumptions: Top Ten Keys to Responsive Consents 739 CMBS Process for Borrower Request 740 Excerpt from Article III of Pooling and Servicing Agreement 741 63. DBRS Approach to Monitoring CMBS: Performance Update Reports 751

By David Nabwangu and Erin E. Stafford 64. DBRS CMBS HotList 765

By Abby Fitzgerald, Mary Jane Potthoff, and Erin E. Stafford 65. Participated CMBS Loans: Too Many Cooks in the Kitchen? 769

By Daniel J. Chambers and Zanda J. Lynn 66. 2004 U.S. CMBS Conduit Loan Default and Loss Study 775

By Mary O'Rourke and Mary Griffin Metz 67. Testing the Structure: Does the Servicing Standard Work? 791

By Jenna V. Unell and Jordan W. Siev 68. Glossary of Terms: Commercial Mortgage-Backed Securities 799

By Sally J. Gordon 69. CMBS World - Hot Website Links 845

xi 2 ALI-ABA Course of Study Commercial Securitization for Real Estate Lawyers Real Estate Finance – Mortgage and Mezzanine – in the Capital Markets: The Risks and Rewards of CMBS and CDOs May 3-4, 2007 Chicago, Illinois

Sponsored with the cooperation of The Capital Consortium, including: • Commercial Mortgage Securities Association • Mortgage Bankers Association • National Association of Realtors • Real Estate Roundtable • Securities Industry and Financial Markets Association

PROGRAM

Thursday, May 3, 2007 8:00 a.m. Registration and Continental Breakfast

AUDIO WEBCAST SEGMENT A: THE COMMERCIAL MORTGAGE BACKED SECURITIES (CMBS) MARKET 9:00 a.m. Introduction and Course Overview – Mr. Forte 9:15 a.m. Historical Context of Securitization – Mr. Forte 9:30 a.m. Market Overview – Mr. Forte, moderator; Messrs. Doll, Oloko, Rubock, and Stefko The aftermath of "Wall Street meets Main Street"; Wall Street capital vs. traditional capital sources and its effect on the borrower; How does Wall Street financing alter the borrower's negotiations with the lender? What do the Wall Street capital markets expect from the borrower? How should the borrower evaluate financing from these different sources? 10:15 a.m. The Basics: the ABCs of Securitization – Mr. Forte, moderator; Messrs. Doll, Oloko, Rubock, and Stefko Conduits – small and medium loan programs; Large loans and portfolios of loans; The CMBS process – from cradle to grave: who does what when? How to build a bond; How the subordinate tranches are calculated; Who buys each tranche of securities? What is a "B" piece? Pricing and structuring issues; What is a B note? How does mezzanine finance affect the market? What is a CDO? 11:15 a.m. Networking Break 11:30 a.m. The Role of the Rating Agency – Mr. Forte, moderator; Ms. Potthoff and Messrs. DeRoy, Forti, Oloko, Rubock, and Stefko What exactly do they do? What do they really require? What information do they require for various types of transactions? How do they affect your transaction? What are the differences in rating CMBS and CDOs? What are the underwriting concerns and issues? 12:15 p.m. Questions and Answers 12:30 p.m. Lunch Break

xiii

AUDIO WEBCAST SEGMENT B: CREATING THE SECURITIES 2:00 p.m. General Structural and Tax Issues – Mr. Forte, moderator; Ms. Potthoff and Messrs. Burkholder, DeRoy, Doll, Forti, Miller, Oloko, Rubock, and Stefko Real Estate Mortgage Investment Conduits (REMICs); Equity kickers and classic debt vs. equity issues; Use of check-the-box partnerships; Taxable mortgage pool issues; Deemed refinancings 3:15 p.m. Corporate and SEC Issues and Concerns – Mr. Forte, moderator; Messrs. Burkholder, Doll, Miller, Oloko, and Stefko Structuring the transaction; Documenting the transaction (the prospectus, pooling and servicing agreement, offering memorandum, etc.); Team approach; Due diligence issues; Time line; Representations and warranties; Special disclosure issues 3:45 p.m. Networking Break 4:00 p.m. Special Securitization Opinion Letters – Mr. Forte, moderator; Messrs. Forti, Horowitz, Miller, Nealon, and Sargent What's really required for a special purpose entity bankruptcy opinion? Who can give it? What do the investors and rating agencies really want? Special opinions: non- consolidation and true sale – the outside limits of the "true sale" opinion, retained simply awful enforceability opinions 4:45 p.m. Questions and Answers 5:00 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty

Friday, May 4, 2007 8:30 a.m. Continental Breakfast

AUDIO WEBCAST SEGMENT C: CREATING THE SECURITIZED ASSET 9:00 a.m. Representing Lenders and Borrowers – Mr. Forte, moderator; Mss. Potthoff and Smith and Messrs. Forti, Horowitz, Miller, Nealon, Sargent, and Stefko What is a "conduit"? The role of mortgage brokers, mortgage bankers, warehouse lenders, and investment banks; Due diligence; Key underwriting issues; Effect of competition on underwriting; Net Operating Income (NOI) analysis; Role of traditional lenders; Key issues for the borrower; Commitment issues; Representations and warranties; Defeasance; Mortgage covenants and special escrows; Costs of negotiating the transactions; Discussions of ratable Capital Markets Mortgage form; What is negotiable? Special Purpose Vehicle (SPV) structure 10:30 a.m. Networking Break 10:45 a.m. Representing Lenders and Borrowers (continued) 11:30 a.m. Questions and Answers 12:00 noon Lunch Break

AUDIO WEBCAST SEGMENT D: ADMINISTERING THE CMBS COLLATERAL POOL 1:30 p.m. Componentizing the Securitized Asset – Mr. Forte, moderator; Mss. Potthoff and Smith and Messrs. Forti, Horowitz, Miller, Nealon, Sargent, and Stefko Pari Passu (A/A) and Subordinate (A/B) Notes; Preferred equity vs. mezzanine finance; Intercreditor agreements

xiv 2:30 p.m. Representing Borrowers and Servicers after Securitization; Working Out the Securitized Loan – Mr. Forte, moderator; Mss. Potthoff and Smith and Messrs. Forti, Horowitz, Miller, Nealon, Sargent, and Stefko Role of REMIC Master, Primary (or Sub-), or Special Servicer; Pooling and Servicing Agreement; The inflexibility of CMBS servicing architecture; REMIC restrictions on decision-making; Lender consents; The role of the rating agency; Significant and insignificant modifications; Partial releases of collateral; Transfer and assumption of securitized loans; The mechanics of defeasance; Opinion requirements; What happens if a servicer or an affiliate is downgraded or files for bankruptcy? The role of the collateral manager in a CDO; Differences in recovering the CDO; Substitution of collateral in a CDO; Role of the Special Servicer, REMIC limitations, pooling and servicing agreement, operating advisor role, and "B piece" owner effect on workout of default loan; Servicer analysis in defaulted loan environment; Advancing cessation; Single asset securitization advancing issues; Foreclosure property in REMIC context; Capital expenditures post-foreclosure; Representations and warranties/buy back provisions; Foreclosure vs. bankruptcy vs. contractual workout; Impact of pari passu and subordinate notes; Subordinated debt; Preferred equity and mezzanine finance; Participation arrangements and other structures on enforcement; Dealing with a defaulted loan in a CDO 3:15 p.m. Networking Break 3:30 p.m. Representing Borrowers and Servicers after Securitization; Working Out the Securitized Loan (continued) 4:30 p.m. Questions and Answers 5:00 p.m. Adjournment

Notes: The discussions include at least one full hour on ethics and professional responsibility issues, accepted as such by most, but not all, MCLE jurisdictions. Total 60-minute hours of instruction: 12

xv 2 ALI-ABA Course of Study Commercial Securitization for Real Estate Lawyers

Sponsored with the cooperation of The Capital Consortium, including: Commercial Mortgage Securities Association Mortgage Bankers Association National Association of Realtors Real Estate Roundtable Securities Industry and Financial Markets Association

May 3 - 4, 2007 Chicago, Illinois PLANNING CHAIR

Joseph Philip Forte, Esquire Alston & Bird LLP 4th Floor 90 Park Avenue New York, NY 10016

FACULTY

David S. Burkholder Steven G. Horowitz Cadwalader, Wickersham & Taft LLP Cleary Gottlieb Steen & Hamilton LLP Suite 2400 1 Liberty Plaza 227 West Trade New York, NY 10006 Charlotte, NC 28202 David C. Miller, Esquire Mr. Joe DeRoy, Jr. Sidley Austin LLP Director 787 Seventh Avenue Derivative Fitch, Inc. New York, NY 10019 70 West Madison Street Chicago, IL 60602 Thomas F. Nealon, III, Esquire General Counsel

Mr. Troy W. Doll LNR Partners, Inc. Vice President Suite 700 Lehman Brothers, Inc. 1601 Washington Avenue 8th Floor Miami, FL 33139 399 Park Avenue New York, NY 10022 Bola O. Oloko, Esquire Thacher Proffitt & Wood LLP David W. Forti, Esquire 2 World Financial Center Dechert LLP New York, NY 10281 Cira Centre 2929 Arch Street Philadelphia, PA 19104

xvii Ms. Mary Jane Potthoff Janice M. Smith Dominion Bond Rating Service Managing Director Suite 100 Bank Of America 101 North Wacker Drive Suite 650 New York, NY 10281 NC1-026-06-01 900 West Trade Street Mr. Daniel B. Rubock Charlotte, NC 28255 Senior Credit Officer Moody's Investors Service, Inc. William C. Stefko, Esquire 99 Church Street Alston & Bird LLP New York, NY 10007 90 Park Ave New York, NY 10016 Patrick C. Sargent, Esquire Andrews Kurth LLP Suite 3700 1717 Main Street Dallas, TX 75201

xviii FACULTY BIOGRAPHIES

PLANNING CHAIR (also on faculty)

Joseph Philip Forte, New York, New York Alston & Bird LLP B.A., St. Francis College; J.D., St. John’s University Honors: The World's Leading Lawyers, New York Real Estate (CHAMBERS GLOBAL, 2002-03); Guide to the World's Leading Real Estate Lawyers (EUROMONEY); Leading Lawyer for real estate (CHAMBERS USA, 2003-05); Best Lawyers in America Memberships: American College of Real Estate Lawyers (former member of Board of Governors, Past Chair, Capital Markets and Environmental Committees); American College of Mortgage Attorneys; American Bar Association, Section of Real Property, Probate and Trust Law (Past Chair, various commercial real estate financing committees, Liaison to Mortgage Bankers Association of America 1989-94); New York State Bar Association, Real Property Section (former member of Executive Committee and Past Committee Chair), Association of the Bar of the City of New York (Real Property Committee, 1989-91); Mortgage Bankers Association of America (Past Chair, Capital Markets, International and Environmental Committees; former member of Commercial Board of Governors and Board of Directors, Member, Joint CMSA/MBA REMIC Task Force), Chair, Joint CMSA/MBA Loan Document Integrity Task Force (1999-2002), Mortgage Bankers Association of New York (Counsel, 1984-99); The Capital Consortium (Steering Committee; Chair, Instrument Working Group Document Task Force); American Society of Testing and Materials (former Co-Chair, Legal Section, Committee on Environmental Assessment); Anglo-American Real Property Institute (Governor); Real Estate Roundtable (Real Estate Capital Policy Advisory Committee); Commercial Mortgage Securities Association (Past President and Board of Governors); American Land Title Association (Lenders Counsel); Downtown Association, City of New York (Trustee/Manager); Hinton Battle Theatre Laboratory (Chair, Board of Trustees) Publications Include: CMBS World (Founding Publisher); Terrorism Insurance After September 11: Is Federal Assistance Needed?, SHOPPING CENTER LEGAL UPDATE (vol. 22, 2004); Mezzanine Finance: A Legal Background, CMBS WORLD (Spring 2002); REAL ESTATE FINANCE LAW (Contributor)(2002); MODERN REAL ESTATE FINANCE AND LAND TRANSFER (contributor) (1999); The Battle Over Information, MORTGAGE BANKING (1997); A Capital Markets Mortgage: A Ratable Model for Main Street and Wall Street, REAL. PROP., PROBATE & TRUST J. (1996); Environmental Due Diligence: A Guide for Mortgage Lenders (MBA); From Main Street to Wall Street: Commercial Mortgage- Backed Securities, PROBATE & PROP. (1996); Environmental Due Diligence: A Guide to Liability Risk Management in Commercial Real Estate Transactions, FORD. ENV. L. REV. (1994); THE LENDER’S GUIDE TO ENVIRONMENTAL LAW: RISK AND LIABILITY (Contributor) (Matthew Bender, 1993); REAL ESTATE TITLES (Contributor) (N.Y. State Bar Assn., 2d Ed., 1994); REAL ESTATE LOANS: DEFAULT AND WORKOUT (Editor and Contributor) (MBA, 1992); THE LAW OF DISTRESSED REAL ESTATE (Contributor) (Clark Boardman Callaghan, 1985)

xix FACULTY

David S. Burkholder, Charlotte, North Carolina Cadwalader Wickersham & Taft LLP B.A., Boston University, 1992; M.B.A., University of West Florida, 1996; J.D., Case Western Reserve University School of Law, 2000

Joe DeRoy, Jr., Chicago, Illinois Director, Derivative Fitch, Inc.

Troy W. Doll, New York, New York Vice President, Lehman Brothers Inc. B.S., New York University Stern School of Business; J.D., Columbia University School of Law Former Affiliations: Standard & Poor's Rating Services; Marriott International, Inc.; Dechert LLP

David W. Forti, Philadelphia, Pennsylvania Dechert LLP B.A., M.B.A., J.D., University of Pittsburgh Honors: International Who’s Who of Securitization Lawyers; Leading Real Estate Lawyer in Pennsylvania (CHAMBERS USA, 2004); Pennsylvania “Super Lawyer”, (LAW AND POLITICS and PHILADELPHIA MAGAZINE); GUIDE TO THE WORLD'S LEADING STRUCTURED FINANCE AND SECURITIZATION LAWYERS; The Best Lawyers in America (2006) Memberships: Commercial Mortgage Securities Association; Pennsylvania Bar Association Publications Include: Slicing and Dicing: A Primer on Selected Legal and Structuring Issues (co- author), CMBS WORLD (Spring 2005); Mezzanine Debt: Suggested Standard Form of Intercreditor Agreement (co-author), CMBS WORLD (Spring 2002); Commercial Mortgage Backed Securities and the Rating Agency Process (chapter author), SECURITIZATIONS: LEGAL AND REGULATORY ISSUES (2001)

Steven G. Horowitz, New York Cleary, Gottlieb, Steen & Hamilton LLP B.A., Yale University; M.P.P., J.D., Harvard University Lecturer in Law, Columbia Law School Honors: Leading Real Estate Lawyer (CHAMBERS USA and Partners Global); International Who’s Who of Business Lawyers (Law Business Research Ltd., 2003, 2004); Best Lawyers in America (Real Estate, 2006) Government and Public Service: U.S. District Court Monitor, District of Massachusetts (1979- 81); Law Clerk to Hon. Joseph L. Tauro (D. Mass) (1978-79); Massachusetts Hazardous Waste Insolvency Fund Special Commission (Member, 1986); Legal Aid Society (Board of Directors) Memberships: American College of Real Estate Lawyers (Past Chair, Capital Markets Committee); Massachusetts Bar Association (Public Law Section Council, 1985-87); New York State Bar Association (Past Chair, Executive Committee, Section on Real Property Law); Boston Bar Association (Environmental Law Committee, 1985-88); Association of the Bar of the City of New York (Committee on Real Property, 1990-93; Committee on Housing and Urban Development, 1989-90)

xx David C. Miller, New York Sidley Austin LLP B.A., J.D., University of Michigan; LL.M. (taxation), New York University Memberships: American Bar Association (Committee on Financial Transactions; Committee on Partnerships); New York State Bar Association

Thomas F. Nealon, III, Miami, Florida General Counsel, LNR Partners, Inc. A.B., J.D., Georgetown University Adjunct Professor, University of Miami School of Law (Real Property Development Graduate Program)

Bola O. Oloko, New York, New York Thacher Proffitt & Wood LLP LL.B., University of Lagos; 1988; LL.M., Georgetown University Law Center 1994

Mary Jane Potthoff, Chicago, Illinois Dominion Bond Rating Service

Daniel B. Rubock, New York, New York Senior Credit Officer, Moody’s Investors Service, Inc. B.A., Yale University; J.D., Columbia University Law School; Certified Mortgage Banker Former Affiliations: Cadwalader Wickersham & Taft; White & Case; Dechert LLP Publications Include: Moody’s Approach to Rating Commercial Real Estate Mezzanine Loans, to be published in CMBS WORLD, Summer 2007 issue; Is PML the Answer to the Hurricane Insurance Crunch?, CMBS WORLD, Winter 2007 Issue; Moody’s Comments on the Terrorism Risk Insurance Extension Act of 2006, in ACREL PAPERS – April 2006 and in PLI: COMMERCIAL REAL ESTATE FINANCING 2007; Post-Securitization Issues in CMBS, (Co-Author), CMBS WORLD, Winter 2006 Issue and in PLI: COMMERCIAL REAL ESTATE FINANCING 2007; Hurricane Katrina Shows Limitations of Current Flood Insurance Practices, September 2005, CMBS WORLD, Winter 2006 Issue and in ACREL PAPERS, March 2006 and PLI: COMMERCIAL REAL ESTATE FINANCING 2006; Insurance Premium Caps May Have Negative Credit Implications on Large Loans, in PLI: COMMERCIAL REAL ESTATE FINANCING 2007; Representations and Warranties Have Reached Equilibrium, But Remedies Have Eroded Slightly, in PLI: COMMERCIAL REAL ESTATE FINANCING 2006 and to be published in THE PRACTICAL REAL ESTATE LAWYER, May 2007 issue; Moody’s Approach to Borrower-Affiliates Owning Their Related B- Notes, in PLI: COMMERCIAL REAL ESTATE FINANCING 2007; U.S. CMBS: Moody’s Approach to Pari-Passu Notes: Some Notes Are More Equal Than Others, in PLI: COMMERCIAL REAL ESTATE FINANCING 2006; CMBS: Smoothing Recoveries of Servicer Advances to Reduce Interest Shortfalls, (Co-Author), CMBS WORLD, Fall 2003 Issue; Moody’s Approach to Terrorism Insurance After the Federal Backstop, in ACREL PAPERS – APRIL 2006 and PLI: COMMERCIAL REAL ESTATE FINANCING 2004; Moody’s

xxi Update on Terrorism Insurance, CMBS WORLD, Winter 2003 Issue; Moody’s Approach to Terrorism Insurance for U.S. Commercial Real Estate, (Lead Author), CMBS WORLD, Spring 2002 Issue.

Patrick C. Sargent, Dallas, Texas Andrews Kurth LLP B.S., Kansas State University; J.D., Southern Methodist University, Dedman School of Law Memberships: State Bar of Texas; American Bar Association (Section of Business Law, Committee on Developments in Business Financing, Subcommittee on Securitization of Assets); Mortgage Bankers Association (Board of Governors); Commercial Mortgage Securities Association (Board of Governors); Editorial Board, CMBS WORLD Publications Include: Structural and Legal Issues in Commercial Mortgage Securitization Transactions, CORPORATE COUNSEL REV. (Nov. 1, 2004); Third Circuit Reverses Owens Corning: Substantive Consolidation as a Shield, not a Sword, REAL ESTATE FINANCE, Vol. 22, No. 4 (Dec. 2005) and SECURITIZATION AND STRUCTURED FINANCE ALERT (Aug. 29, 2005); Commercial Mortgage Securitization, INTERNATIONAL ASSET SECURITISATION (Lloyds of London Press, 1995); Bankruptcy Remote Finance Subsidiaries: The Substantive Consolidation Issue, 44 BUSINESS LAW. 1223 (1989); THE RATING OF COMMERCIAL MORTGAGE-BACKED SECURITIES (contributing author) (Duff & Phelps Credit Rating Co., 1994)

Janice M. Smith, Charlotte, North Carolina Managing Director, Capital Markets Servicing Group, Bank of America, N.A. In 2001 Ms. Smith joined Banc of America Securities, LLC, and Bank of America, N.A. to oversee its servicing operations and develop that sector of the business. Since Ms. Smith joined the Capital Markets Servicing Group, it has been rated for Master and Special Servicing. The group now has $112 Billion in servicing assignments. Prior to joining Bank of America, Ms. Smith spent 15 years in mortgage banking and 7 years with JPM Chase where she built a CMBS Servicing operation. Ms. Smith is a past member of the Mortgage Bankers Association Commercial Board of Governors, and serves on various task forces and committees with the MBA and CMSA.

William C. Stefko, New York, New York Alston & Bird LLP B.S., Rutgers College; J.D., Rutgers University School of Law Member, Commercial Mortgage Securities Association

xxii