PRELIMINARY -- SUBJECT TO CHANGE CD 2005-C1 COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES CD 2005-C1 CLASSES A-1, A-2FL, A-2FX, A-3, A-SB, A-4, A-1A, A-MFL, A-MFX, A-J, B, C, D, E AND XP $3,582,528,000 (APPROXIMATE) ---------------- STRUCTURAL AND COLLATERAL TERM SHEET ----------------- CITIGROUP GLOBAL MARKETS REALTY CORP. GERMAN AMERICAN CAPITAL CORPORATION PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC PNC BANK, NATIONAL ASSOCIATION MORTGAGE LOAN SELLERS OCTOBER 19, 2005 [CITIGROUP LOGO OMITTED] [DEUTSCHE BANK SECURITIES LOGO OMITTED] [PNC LOGO OMITTED] [BANC OF AMERICA SECURITIES LOGO OMITTED] [NOMURA LOGO OMITTED] [LEHMAN BROTHERS LOGO OMITTED] [WACHOVIA SECURITIES LOGO OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. This Term Sheet is furnished to prospective investors solely for the purposes of evaluation the securities described herein. The information contained herein may not be reproduced or used in whole or in part for any other purposes. Information contained in this material is current as of the date appearing on this material only. This material is for your information and we are not soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. This material is based on information that we consider reliable. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected therein. No underwriter makes any representations regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. Each underwriter and its affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material is furnished to you by one of the underwriters listed above, and not by the issuer of the securities. None of the underwriters listed above is acting as agent for the issuer or its affiliates in connection with the proposed transaction. The issuer has not prepared or taken part in the preparation of these materials. - ------------------------------------------------------------------------------- PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- TABLE OF CONTENTS - ------------------------------------------------------------------------------- Contact Information ......................................................... 3 Transaction Overview ........................................................ 4 Certificates Overview ....................................................... 5 Structure Overview .......................................................... 7 Mortgage Pool Characteristics ...............................................10 All Mortgage Loans .........................................................12 Loan Group 1 ...............................................................16 Loan Group 2 ...............................................................20 Fifteen Largest Loans .......................................................23 Loan Summary Descriptions (10 largest loans); Selected Loan and Property Information (11th through15th largest loans) One Court Square -- Citibank ...............................................24 Yahoo! Center ..............................................................32 Maine Mall .................................................................40 100 East Pratt .............................................................46 TPMC Portfolio .............................................................52 Florence Mall ..............................................................58 Private Mini Self Storage Portfolio ........................................64 Cedarbrook Corporate Center Portfolio ......................................72 Fairfax Corner .............................................................78 Union Square Apartments ....................................................84 485 7th Avenue .............................................................92 Loews Universal Hotel Portfolio ............................................94 Quartermaster Plaza Shopping Center ........................................98 One Financial Plaza ........................................................00 Chico Mall .................................................................02 ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 2 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- CONTACT INFORMATION - ------------------------------------------------------------------------------- CITIGROUP GLOBAL MARKETS, INC. DEUTSCHE BANK SECURITIES INC. Paul Vanderslice Scott Waynebern (212) 723-6156 (Phone) (212) 250-5149 (Phone) (212) 723-8599 (Fax) (212) 797-5630 (Fax) Angela Vleck Heath Forusz (212) 816-8087 (Phone) (212) 250-5149 (Phone) (212) 816-8307 (Fax) (212) 797-5630 (Fax) John Caputo NOMURA SECURITIES INTERNATIONAL, INC. (212)723-6156 (Phone) Phillip Evanski (212)723-8599 (Fax) (212) 667-2485 (Phone) (646) 587-8986 (Fax) BANC OF AMERICA SECURITIES LLC Bill Hale Matt Borstein (704) 388-1597 (Phone) (212) 667-2485 (Phone) (704) 388-9677 (Fax) (646) 587-8944 (Fax) Geordie Walker Joseph Allen (704) 388-1597 (Phone) (212) 667-2485 (Phone) (704) 388-9677 (Fax) (646) 587-1000 (Fax) Chuck Mather PNC CAPITAL MARKETS, INC. (704) 388-1597 (Phone) Scott Holmes (704) 388-9677 (Fax) (704) 551-2847 (Phone) (704) 643-2048 (Fax) WACHOVIA CAPITAL MARKETS, LLC Scott Fuller LEHMAN BROTHERS INC. (704) 715-8440 (Phone) Jeff Mudrick (704) 715-1214 (Fax) (212) 526-9519 (Phone) (646) 758-1781 (Fax) Bill White (704) 715-8440 (Phone) Kevin White (704) 715-1214 (Fax) (212) 526-9519 (Phone) (646) 758-1781 (Fax) Chris Campbell (704) 715-8440 (Phone) (704) 715-1214 (Fax) ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 3 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- TRANSACTION OVERVIEW - ------------------------------------------------------------------------------- STRUCTURE: Senior/Subordinate, Sequential Pay Pass-Through Certificates OFFERED CLASSES: Classes A-1, A-2FL, A-2FX, A-3, A-SB, A-4, A-1A, A-MFL, A-MFX, A-J, B, C, D, E and XP LEAD MANAGERS: Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. CO-MANAGERS: Banc of America Securities LLC, Lehman Brothers Inc., Nomura Securities International, Inc., PNC Capital Markets, Inc. and Wachovia Capital Markets, LLC MORTGAGE LOAN SELLERS: Citigroup Global Markets Realty Corp. (119 loans, 45.7% of the initial mortgage pool balance) German American Capital Corporation (58 loans, 41.5% of the initial mortgage pool balance) Prudential Mortgage Capital Funding, LLC (15 loans, 6.9% of initial mortgage pool balance) PNC Bank, National Association (33 loans, 5.9% of initial mortgage pool balance) MASTER SERVICER: Midland Loan Services, Inc., with the exception of the Loews Universal Hotel Portfolio Loan, which will be master serviced by GMAC Commercial Mortgage Corporation pursuant to a separate pooling and servicing agreement. SPECIAL SERVICER: LNR Partners, Inc. with the exception of the Loews Universal Hotel Portfolio Loan, which will be special serviced by J.E. Robert Company pursuant to a separate pooling and servicing agreement. TRUSTEE: LaSalle Bank National Association RATING AGENCIES: Moody's Investors Service, Inc. ("Moody's"), and Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"). SWAP COUNTERPARTY FOR CLASSES A-2FL AND A-MFL: Citibank, N.A. CUT-OFF DATE: With respect to each mortgage loan, the related due date of such mortgage loan in November 2005. EXPECTED SETTLEMENT DATE: On or about November 15, 2005. DETERMINATION DATE: The eleventh calendar day of the month, or, if not a business day, the next succeeding business day, beginning in December 2005. DISTRIBUTION DATE: The fourth business day following the related Determination Date. DAY COUNT: 30 / 360 (or, in the case of Classes A-2FL and A-MFL, for so long as the related swap agreement is in effect and there is no continuing payment default thereunder, actual / 360). RATED FINAL DISTRIBUTION DATE: Distribution Date in July 2048 ERISA ELIGIBILITY: Classes A-1, A-2FL, A-2FX, A-3, A-SB, A-4, A-1A, A-MFL, A-MFX, A-J, B, C, D, E and XP are expected to be ERISA-eligible under lead manager's exemption. SMMEA ELIGIBILITY: The offered certificates are not expected to be "mortgage-related securities" for the purposes of SMMEA. TAX TREATMENT: REMIC (except Classes A-2FL and A-MFL will each evidence undivided interests in separate grantor trusts, the primary assets of which consist of related REMIC regular interest and related swap agreement). SETTLEMENT TERMS: DTC same day funds, with accrued interest (except for Classes A-2FL and A-MFL Certificates). MINIMUM DENOMINATION: $250,000 for Class XP and $10,000 for all other Offered Certificates. CLEAN-UP CALL: 1% ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 4 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- CERTIFICATES OVERVIEW - ------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------------- EXPECTED INITIAL APPROX. % AGGREGATE OF INITIAL APPROX. PRINCIPAL BALANCE MORTGAGE APPROX. % OF PASS-THROUGH WEIGHTED OR NOTIONAL POOL INITIAL CREDIT RATE AVERAGE LIFE PRINCIPAL PAYMENT CLASS RATINGS(2) AMOUNT BALANCE(8) SUPPORT(8) DESCRIPTION(4) (YEARS)(5) WINDOW(5) - ----------------------------------------------------------------------------------------------------------------------------------- OFFERED CERTIFICATES: - ----------------------------------------------------------------------------------------------------------------------------------- A-1 AAA/Aaa $ 174,000,000 4.49% 30.000% 3.00 12/05-06/10 A-2FL(1) AAA/Aaa $ 200,000,000 5.16% 30.000% LIBOR + % 4.72 06/10-10/10 A-2FX AAA/Aaa $ 70,000,000 1.80% 30.000% 4.72 06/10-10/10 A-3 AAA/Aaa $ 112,000,000 2.89% 30.000% 6.78 06/12-09/12 A-SB AAA/Aaa $ 198,275,000 5.11% 30.000% 7.39 10/10-02/15 A-4 AAA/Aaa $1,563,032,000 40.30% 30.000% 9.68 02/15-09/15 A-1A AAA/Aaa $ 397,464,000 10.25% 30.000% 8.47 12/05-09/15 A-MFL(1) AAA/Aaa $ 100,000,000 2.58% 20.000% LIBOR + % 9.89 09/15-10/15 A-MFX AAA/Aaa $ 287,824,000 7.42% 20.000% 9.89 09/15-10/15 A-J AAA/Aaa $ 305,412,000 7.88% 12.125% 9.92 10/15-10/15 B AA+/Aa1 $ 29,087,000 0.75% 11.375% 9.92 10/15-10/15 C AA/Aa2 $ 43,630,000 1.12% 10.250% 9.92 10/15-10/15 D AA-/Aa3 $ 43,630,000 1.12% 9.125% 9.92 10/15-10/15 E A/A2 $ 58,174,000 1.50% 7.625% 9.92 10/15-10/15 XP AAA/Aaa $3,787,751,000(3) NAP NAP Variable IO NAP NAP - ----------------------------------------------------------------------------------------------------------------------------------- NON-OFFERED CERTIFICATES(6): - ----------------------------------------------------------------------------------------------------------------------------------- XC AAA/Aaa $3,878,244,727(3) NAP NAP Variable IO NAP NAP F A-/A3 $ 38,783,000 1.00% 6.625% 9.92 10/15-10/15 G BBB+/Baa1 $ 43,630,000 1.12% 5.500% 9.96 10/15-10/15 H BBB/Baa2 $ 43,630,000 1.12% 4.375% 10.00 10/15-11/15 J BBB-/Baa3 $ 48,478,000 1.25% 3.125% 10.00 11/15-11/15 K BB+/Ba1 $ 29,087,000 0.75% 2.375% Fixed /WAC Cap 10.00 11/15-11/15 L BB/Ba2 $ 9,696,000 0.25% 2.125% Fixed /WAC Cap 10.00 11/15-11/15 M BB-/Ba3 $ 14,543,000 0.37% 1.750% Fixed /WAC Cap 10.00 11/15-11/15 N B+/B1 $ 9,696,000 0.25% 1.500% Fixed /WAC Cap 10.00 11/15-11/15 O B/B2 $ 9,695,000 0.25% 1.250% Fixed /WAC Cap 10.00 11/15-11/15 P B-/B3 $ 9,696,000 0.25% 1.000% Fixed /WAC Cap 10.00 11/15-11/15 Q NR/NR $ 38,782,727 1.00% NAP Fixed /WAC Cap 11.36 11/15-11/20 OCS(7) NR/Baa3 $ 25,000,000 NAP NAP Loan Specific(9) 9.83 09/15-09/15 - ----------------------------------------------------------------------------------------------------------------------------------- (1) The assets of the trust fund will include separate interest rate swap agreements with Citibank, N.A. relating to Classes A-2FL and A-MFL. (2) Ratings shown are those of S&P and Moody's, respectively. Ratings on Classes A-2FL and A-MFL will not address the payment of interest thereon in excess of the fixed, WAC or WAC Cap pass-through rate payable thereon without regard to the related interest rate swap agreement. (3) Notional amount. The Class XC and XP certificates will not have principal balances and their holders will not receive distributions of principal, but such holders will be entitled to receive payments of interest accrued on the respective notional amounts as described in the prospectus supplement. (4) The pass-through rate for various classes shown in the table (other than Classes XC, XP, A-2FL, A-MFL and OCS) will equal any of (i) a fixed rate ("Fixed"), (ii) the weighted average of certain net mortgage rates on the mortgage loans ("WAC") and (iii) a rate equal to the lesser of a specified pass-through rate and the weighted average of certain net mortgage rates on the mortgage loans without regard to the non-pooled portion of the One Court Square -- Citibank Loan ("WAC Cap"). Classes XC and XP will each have a variable pass-through rate equal to the weighted average of certain interest strip rates. The pass-through rate for Classes A-2FL and A-MFL will be based on LIBOR plus a specified percentage; provided that interest payments made under the related swap contract are subject to reduction as described in the prospectus supplement. The initial LIBOR rate will be determined on November , 2005 and subsequent LIBOR rates will be determined two LIBOR business days before the start of each Class A-2FL and Class A-MFL interest accrual period. Under circumstances described in the prospectus supplement, the pass-through rates for Classes A-2FL and A-MFL may convert to rate described herein in clauses (i), (ii) and (iii) above. (5) Calculated based upon the assumption that the borrower will: a) not prepay the loan prior to the stated maturity except as described, b) if applicable, pay the loan in full on any anticipated repayment date, c) make all payments in a timely fashion, and d) not receive a balloon extension. Also, based on the assumption that there is: x) no cleanup call, and y) no repurchase or purchase of a mortgage loan from the trust by the related loan seller or any other party with a default-triggered purchase option. (6) Not offered by the prospectus supplement or this term sheet. (7) The Class OCS certificates will represent interests solely in the mortgage loan that is secured by the mortgaged real property identified as One Court Square -- Citibank (the "One Court Square -- Citibank Whole Loan"). The portion of the One Court Square -- Citibank Whole Loan that is represented by the Class OCS certificates is considered the non-pooled portion of that mortgage loan. The remaining portion of the One Court Square -- Citibank Whole Loan, which is the pooled portion of that mortgage loan, will be pooled with the other mortgage loans in the trust to back the other classes of certificates, including the offered certificates. (8) The approximate percentage of the initial mortgage pool balance, and the approximate percentage of initial credit support, of any class shown on the table above does not take into account the total principal balances of, or the portion of the One Court Square -- Citibank Whole Loan (that is, the non-pooled portion thereof) represented by, the Class OCS certificates. (9) Based on net mortgage interest rate of One Court Square -- Citibank Whole Loan or, in some cases, its 30/360 equivalent. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 5 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- STRUCTURE SCHEDMATIC(1) - -------------------------------------------------------------------------------- Class XC(2)(3), XP(3) --------------------------- AAA/Aaa $174,000,000 Class A-1 4.49% --------------------------- ------------------------------ AAA/Aaa $200,000,000 Class A-2FL 5.16% ------------------------------ -------------------- AAA/Aaa $70,000,000 Class A-2FX 1.80% -------------------- ----------------------- AAA/Aaa $112,000,000 Class A-3 2.89% ----------------------- ------------------------------ AAA/Aaa $198,275,000 Class A-SB 5.11% ------------------------------ ----------------------------------------- AAA/Aaa $1,563,032,000 Class A-4 40.30% ----------------------------------------- ----------------------------------- AAA/Aaa $397,464,000 Class A-1A 10.25% ----------------------------------- -------------------------------- AAA/Aaa $100,000,000 Class A-MFL 2.58% -------------------------------- ------------------------------------- AAA/Aaa $287,824,000 Class A-MFX 7.42% ------------------------------------- --------------------------------------- AAA/Aaa $305,412,000 Class A-J 7.88% --------------------------------------- -------------- AA+/Aa1 $29,087,000 Class B 0.75% -------------- ------------------- AA/Aa2 $43,630,000 Class C 1.12% ------------------- ------------------- AA-/Aa2 $43,630,000 Class D 1.12% ------------------- ----------------------- A/A2 $58,174,000 Class E 1.50% ----------------------- ------------------- A-/A3 $38,783,000 Class F(2) 1.00% ------------------- ---------------------- BBB+/Baa1 $43,630,000 Class G(2) 1.12% ---------------------- ---------------------- BBB/Baa2 $43,630,000 Class H(2) 1.12% ---------------------- ------------------------ BBB-/Baa3 $48,478,000 Class J(2) 1.25% ------------------------ -------------- BB+/Ba1 $29,087,000 Class K(2) 0.75% -------------- ---------- BB/Ba2 $9,696,000 Class L(2) 0.25% ---------- ------------ BB-/Ba3 $14,543,000 Class M(2) 0.37% ------------ ---------- B+/B1 $9,696,000 Class N(2) 0.25% ---------- ---------- B/B2 $9,695,000 Class O(2) 0.25% ---------- ---------- B-/B3 $9,696,000 Class P(2) 0.25% ---------- --------------- NR/NR $38,782,727 Class Q(2) 1.00% --------------- (1) Classes are not drawn to scale. Percentages are approximate percentages of the Initial Mortgage Pool Balance as of the Cut-off Date. Excludes Class OCS certificates. (2) Not offered hereby. Will be offered and sold privately pursuant to Rule 144A or other exemption from registration under the Securities Act of 1933. (3) Classes XC and XP shown collectively. Strip rate with respect to the Classes A-2FL and A-MFL certificates is based upon the fixed, WAC, or WAC Cap pass-through rate that would be payable thereon without regard to the related interest rate swap agreement. See prospectus supplement for more information. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 6 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 STRUCTURE OVERVIEW - ------------------------------------------------------------------------------- MORTGAGE POOL: The "Mortgage Pool" consists of 225 mortgage loans (the "Mortgage Loans") with an aggregate principal balance as of the Cut-off Date of $3,878,244,727 (the "Initial Mortgage Pool Balance"), subject to a variance of plus or minus 5%. The Mortgage Loans are secured by 261 properties (the "Mortgaged Properties") located throughout 37 states and the District of Columbia. The Mortgage Pool will be deemed to consist of 2 loan groups ("Loan Group 1" and "Loan Group 2", respectively, and, each, a "Loan Group"). Loan Group 1 will consist of (i) all of the Mortgage Loans that are not secured by Mortgaged Properties that are multifamily and/or manufactured housing properties and (ii) 11 Mortgage Loans that are secured by Mortgaged Properties that are multifamily properties. Loan Group 1 is expected to consist of 191 Mortgage Loans, with an aggregate principal balance as of the Cut-off Date of approximately $3,480,780,409 (the "Initial Loan Group 1 Balance"). Loan Group 2 will consist of 34 Mortgage Loans that are secured by Mortgaged Properties that are multifamily and/or manufactured housing properties, with an aggregate principal balance as of the Cut-off Date of approximately $397,464,318 (the "Initial Loan Group 2 Balance"). In general, the numerical and statistical information contained in this term sheet excludes the non-pooled portion of the One Court Square -- Citibank Whole Loan. PRINCIPAL PAYMENTS: In general, principal from Loan Group 1 will be distributed on each Distribution Date to Class A-SB (until its balance reaches a scheduled balance), and then to the Class A-1, then to Classes A-2FL and A-2FX pro rata, and then to Classes A-3, A-SB and A-4 Certificates, in each case until retired. Generally, principal from Loan Group 2 will be distributed on each Distribution Date to the Class A-1A Certificates. However, the Class A-SB, A-1, A-2FL, A-2FX, A-3 and A-4 Certificateholders will be entitled to receive distributions of principal from Loan Group 2, in the order contemplated by the second preceding sentence, after the total principal balance of the Class A-1A Certificates has been reduced to zero; and Class A-1A Certificateholders will be entitled to receive distributions of principal from Loan Group 1 after the total principal balance of the Class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 Certificates has been reduced to zero. Class A-MFL and A-MFX Certificates will be entitled to receive distributions of principal on a pari passu and pro rata basis after the total principal balance of the Class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A Certificates has been reduced to zero. Thereafter, principal will be allocated sequentially (by alphabetical order of class designation) starting with Class A-J and ending in Class Q, in each case until retired. The Class OCS Certificates will only receive as distributions of principal, that portion of principal payments made with respect to the Class OCS Certificates that are allocable to the non-pooled portion of the One Court Square -- Citibank Whole Loan. INTEREST PAYMENTS: Class XC and XP Certificates will collectively accrue interest on the total principal balance of the Class A-1 through Q Certificates (but excluding the Class OCS certificates) at a rate generally equal to the excess, if any, of the weighted average net coupon for the mortgage loans over the weighted average pass-through rate for the Class A-1 through Q Certificates (but excluding the Class OCS certificates) (except that for this purpose, Classes A-2FL and A-MFL will each be deemed to bear interest at the fixed/WAC/WAC Cap pass-through rate that would be payable thereon without regard to the related interest rate swap agreement). The prospectus supplement describes the notional amounts on which, and the pass-through rates at which, the Class XC and XP Certificates will individually accrue interest. Class XC and XP Certificates will receive payments of interest pari passu and pro rata (based on interest entitlements) with interest on the Class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A Certificates each month, except that interest payments on the Class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 Certificates are generally to be made out of collections and advances on Loan Group 1 and interest payments on the Class A-1A Certificates are generally to be made out of collections and advances on Loan Group 2. Interest payments with respect to the Class A-2FL and A-MFL certificates will be subject to reduction if the net WAC of the mortgage pool declines below the fixed rate per annum at which interest is payable by the trust to the swap counterparty. INTEREST SHORTFALLS: The Master Servicer will cover prepayment interest shortfalls on any underlying Mortgage Loan (other than the outside serviced mortgage loan), up to the portion of the Master Servicing Fees for that loan for the current period accrued at 0.01% per annum and any investment income earned on the subject principal prepayment after receipt by the trust. Net prepayment interest shortfalls will be allocated pro rata generally based on interest entitlements with respect to each of the interest-bearing certificate classes (exclusive of the Class OCS Certificates). Notwithstanding the foregoing, the Class OCS Certificates will bear a proportionate share of any such net prepayment interest shortfalls with respect to the One Court Square -- Citibank Whole Loan (based on the balance of that Class relative to the pooled portion of the One Court Square -- Citibank Whole Loan). ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 7 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 STRUCTURE OVERVIEW - ------------------------------------------------------------------------------- LOSS ALLOCATION: Losses will be allocated to each Class of Certificates (exclusive of the Class OCS Certificates) in reverse alphabetical order of class designation, starting with Class Q through and including Class A-J, and then to the Class A-MFL and A-MFX Certificates pro rata. Any remaining losses will be allocated to Classes A-SB, A-1, A-2FL, A-2FX, A-3, A-4 and A-1A Certificates on a pari passu and pro rata basis. Notwithstanding the foregoing, the Class OCS Certificates will bear, before any other class of certificates, losses on the One Court Square -- Citibank Loan. PREPAYMENT PREMIUMS Prepayment premiums, if any, collected with respect to each Loan Group will be allocated between the respective classes of Investment Grade P&I Certificates (i.e. Class A-1, A-2FL, A-2FX, A-3, A-SB, A-4, A-1A, A-MFL, A-MFX, A-J, B, C, D, E, F, G, H and J Certificates) then entitled to principal distributions with respect to such Loan Group and the Class XC Certificates as follows: A percentage of all prepayment premiums (either fixed prepayment premiums or yield maintenance amount) collected with respect to each Loan Group will be allocated to each class of the Investment Grade P&I Certificates then entitled to principal distributions with respect to such Loan Group, which percentage will be equal to the product of (a) the percentage of the principal distribution amount with respect to the relevant Loan Group that such Class receives, and (b) a fraction (expressed as a percentage which can be no greater than 100% nor less than 0%), the numerator of which is the excess, if any, of the pass-through rate of such Class of the Investment Grade P&I Certificates currently receiving principal (or, in the case of the Class A-2FL and A-MFL, the fixed/WAC/WAC Cap pass-through rate that would be payable thereon without regard to the related interest rate swap agreement) over the relevant discount rate, and the denominator of which is the excess, if any, of the mortgage rate of the related Mortgage Loan over the discount rate. HOWEVER, AS LONG AS THE RELATED SWAP AGREEMENT IS IN EFFECT AND THERE IS NO CONTINUING PAYMENT DEFAULT THEREUNDER, ANY PREPAYMENT PREMIUM ALLOCABLE TO THE CLASS A-2FL OR CLASS A-MFL CERTIFICATES, AS THE CASE MAY BE, WILL BE PAYABLE TO THE RELATED SWAP COUNTERPARTY. The remaining percentage of the prepayment premiums will be allocated to the Class XC Certificates. In general, this formula provides for an increase in the percentage of prepayment premiums allocated to the Investment Grade P&I Certificates then entitled to principal distributions relative to the Class XC Certificates as discount rates decrease and a decrease in the percentage allocated to such Classes as discount rates rise. Allocation of Prepayment Premiums Example: Assumes (i) prepayment received on Mortgage Loan in Loan Group 1, 100% of the principal distributions with respect to Loan Group 1 are paid to Class A-1 and (ii) Class A-1 accrues interest at a pass-through rate of 7% per annum. Assumptions: Mortgage Rate = 9% Class A-1 Rate = 7% Discount Rate = 6% Class A-1 Allocation = 7% - 6% = 33 1/3% ------- 9% - 6% Class XC Allocation = Remaining premiums = 66 2/3% thereof = 100% - Allocation to Investment Grade P&I Certificates = 66 2/3% ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 8 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 9 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS(1)(2)(3)(4) - ------------------------------------------------------------------------------- When reviewing the structural and collateral term sheet, please note that: o All numerical information provided with respect to the underlying Mortgage Loans is provided on an approximate basis. o References to Initial Mortgage Pool Balance mean the aggregate cut-off date principal balance of all the underlying Mortgage Loans (exclusive of the cut-off date principal balance of the non-pooled portion of the One Court Square--Citibank Whole Loan), references to the Initial Loan Group 1 balance mean the aggregate cut-off date principal balance of the underlying Mortgage Loans in Loan Group 1 (exclusive of the cut-off date principal balance of the non-pooled portion of the One Court Square--Citibank Whole Loan) and references to the initial Loan Group 2 balance mean the aggregate cut-off date principal balance of the underlying Mortgage Loans in Loan Group 2. o All weighted average information provided with respect to the underlying Mortgage Loans reflects a weighting based on their respective cut-off date principal balances (or, in the case of the One Court Square--Citibank Whole Loan, unless the context clearly indicates otherwise, the cut-off date principal balance for the pooled portion of that Mortgage Loan). o When information with respect to mortgaged real properties is expressed as a percentage of the Initial Mortgage Pool Balance, the Initial Loan Group 1 balance or the Initial Loan Group 2 balance, the percentages are based upon the cut-off date principal balances of the related underlying Mortgage Loans or allocated portions of those balances (or, in the case of the One Court Square--Citibank Whole Loan, unless the context clearly indicates otherwise, based upon the cut-off date principal balance of the pooled portion of that Mortgage Loan). o Unless specifically indicated otherwise, statistical information presented with respect to the One Court Square--Citibank Whole Loan is presented without regard to the non-pooled portion of that Mortgage Loan. o If a Mortgage Loan is a senior Mortgage Loan in a loan combination, then unless specifically indicated otherwise, statistical information presented with respect to that Mortgage Loan is presented without regard to the related subordinate non-trust mortgage loan(s). o If a Mortgage Loan is pari passu in right of payment and in other respects with respect to one or more other loans in a loan combination, statistical information presented with respect to that Mortgage Loan, insofar as it relates to loan-to-value and debt service coverage ratios and cut-off date balances per unit of mortgaged real property, includes the related pari passu non-trust mortgage loan, but otherwise excludes the related pari passu non-trust mortgage loan. o If any of the underlying Mortgage Loans is secured by multiple mortgaged real properties, a portion of that Mortgage Loan has been allocated to each of those properties for purposes of providing various statistical information. For purposes of this "Mortgage Pool Characteristics" section: (1) With respect to 13 Mortgage Loans (Quartermaster Plaza Shopping Center Loan, Breakpointe Apartments Loan, Lockwood Medical Offices Loan, 100 & 200 Foxborough (aka) Harlfinger Portfolio Loan, Groton Shopping Center Loan, Lovejoy Square Loan, 902-958 Highland Avenue Loan, Uptown Self Storage Loan, 406 1/2 Sunrise Loan, Gwynedd Corporate Ctr 1180 Loan, Cedar Glen Apartments Loan, Crown Crenshaw Plaza Loan, 110 West Birch Street Loan), the U/W NCF DSCR was calculated based upon: (a) re-amortized debt service payments that would be in effect if the subject Mortgage Loan is reduced by a related cash holdback; and/or (b) various assumptions regarding the financial performance of the related Mortgage Property that are consistent with the release of a related cash holdback. (2) With respect to eight Mortgage Loans (Quartermaster Plaza Shopping Center Loan, Breakpointe Apartments Loan, Groton Shopping Center Loan, Uptown Self Storage Loan, 406 1/2 Sunrise Loan, Cedar Glen Apartments Loan, Crown Crenshaw Plaza Loan, 110 West Birch Street Loan), the Cut-off Date LTV Ratio and the maturity date/ARD LTV Ratio has been calculated based upon the reduction of the relevant principal balance of the respective Mortgage Loans by the amount of a related cash holdback. (3) The Remaining Amortization Terms are presented without regard to interest only loans. (4) ARD means anticipated repayment date. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 10 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - ------------------------------------------------------------------------------- SUMMARY OF COLLATERAL CHARACTERISTICS ALL MORTGAGE LOANS LOAN GROUP 1 LOAN GROUP 2 - ---------------------------------------------------------- -------------------- ------------------- ----------------- Initial Mortgage Pool Balance $3,878,244,727 $3,480,780,409 $397,464,318 Number of Mortgage Loans 225 191 34 Number of Properties 261 227 34 Average Mortgage Loan Cut-off Date Balance $17,236,643 18,223,981 11,690,127 Lowest Mortgage Loan Cut-off Date Balance $1,322,049 1,392,304 1,322,049 Highest Mortgage Loan Cut-off Date Balance $290,000,000 290,000,000 58,000,000 Weighted Average Mortgage Rate 5.2598% 5.2557% 5.2956% Lowest Mortgage Rate 4.7250% 4.7250% 4.8500% Highest Mortgage Rate 6.5600% 6.5600% 6.0400% Weighted Average U/W NCF DSCR 1.57x 1.60x 1.31x Lowest U/W NCF DSCR 1.03x 1.03x 1.19x Highest U/W NCF DSCR 10.04x 10.04x 2.24x Weighted Average Cut-off Date LTV Ratio 68.32% 67.49% 75.57% Lowest Cut-off Date LTV Ratio 6.33% 6.33% 50.85% Highest Cut-off Date LTV Ratio 86.56% 80.62% 86.56% Weighted Average Original Term to Scheduled Maturity/ARD 112 months 112 months 108 months Shortest Original Term to Scheduled Maturity/ARD 39 months 39 months 60 months Longest Original Term to Scheduled Maturity/ARD 180 months 180 months 180 months Weighted Average Remaining Term to Scheduled Maturity/ARD 110 months 110 months 107 months Shortest Remaining Term to Scheduled Maturity/ARD 39 months 39 months 58 months Longest Remaining Term to Scheduled Maturity/ARD 180 months 178 months 180 months Weighted Average Remaining Amortization Term 356 months 357 months 353 months Shortest Remaining Amortization Terms 236 months 236 months 298 months Longest Remaining Amortization Term 420 months 420 months 360 months Weighted Average Mortgage Loan Seasoning 2 months 3 months 2 months Shortest Mortgage Loan Seasoning 0 months 0 months 0 months Longest Mortgage Loan Seasoning 11 months 11 months 6 months ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 11 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - -------------------------------------------------------------------------------- PROPERTY TYPE - ------------- - ------------------------------------------------------------------------------------------------------------------------ AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. CUT-OFF DATE PROPERTY TYPE MORTGAGED PRINCIPAL POOL U/W NCF LOAN-TO-VALUE SUBTYPE PROPERTIES BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------------------------ Office 71 $1,554,770,809 40.1% 1.75% 65.40% Suburban 46 801,875,219 20.7 1.70 63.73 CBD 12 640,133,053 16.5 1.90 66.11 Flex 8 68,891,552 1.8 1.36 69.81 Medical Office 10 84,715,791 2.2 1.29 72.70 Retail 74 1,155,049,773 29.8 1.44 68.33 Anchored 36 520,597,301 13.4 1.35 73.58 Regional Mall 3 293,766,252 7.6 1.72 52.70 Unanchored 17 144,614,331 3.7 1.31 72.42 Shadow Anchored 7 79,032,764 2.0 1.42 74.37 Lifestyle Center 1 60,947,000 1.6 1.20 78.14 Anchored, Single Tenant 9 54,044,051 1.4 1.40 71.53 Unanchored, Single Tenant 1 2,048,074 0.1 1.49 78.02 Multifamily 45 551,946,616 14.2 1.33 75.31 Conventional 34 441,287,975 11.4 1.28 76.32 Section 8 7 56,464,210 1.5 1.37 73.35 Student Housing 2 44,250,000 1.1 1.22 75.22 Independent Living 1 7,350,000 0.2 1.61 54.44 Co-Op 1 2,594,431 0.1 10.04 6.33 Hospitality 19 255,734,926 6.6 1.91 66.10 Industrial 15 134,477,817 3.5 1.36 72.05 Self Storage 25 108,265,101 2.8 1.38 67.84 Mixed Use 6 38,239,685 1.0 1.31 72.79 Other 2 37,000,000 1.0 1.36 72.21 Manufactured Housing 3 26,640,000 0.7 1.22 78.84 Land 1 16,120,000 0.4 1.21 79.02 - ----------------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 261 $3,878,244,727 100.0% 1.57x 68.32% ======================================================================================================================== GEOGRAPHIC DISTRIBUTION - ------------------------------------------------------------------------------------------------------------------------ AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. CUT-OFF DATE MORTGAGED PRINCIPAL POOL U/W NCF LOAN-TO-VALUE STATE/REGION PROPERTIES BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------------------------ California 38 $643,878,566 16.6% 1.80x 60.78% Southern California (1) 26 478,196,120 12.3 1.91 58.23 Northern California (1) 12 165,682,446 4.3 1.46 68.13 New York 20 525,694,902 13.6 1.83 68.64 Florida 19 275,913,348 7.1 1.76 70.69 Texas 26 259,170,977 6.7 1.34 71.66 Maryland 9 228,928,921 5.9 1.88 61.57 Pennsylvania 20 209,142,695 5.4 1.27 77.59 New Jersey 11 208,090,760 5.4 1.28 75.84 Massachusetts 15 156,648,009 4.0 1.34 69.18 Maine 1 150,000,000 3.9 1.82 44.38 Virginia 9 149,125,294 3.8 1.38 71.73 Other 93 1,071,651,255 27.6 1.39 72.19 - --------------------------- -- -------------- ----- ---- ----- TOTAL/WTD. AVG. 261 $3,878,244,727 100.0% 1.57x 68.32% - ------------------------------------------------------------------------------------------------------------------------ (1) Northern California includes areas with zip codes of 94107 and above, and Southern California includes areas with zip codes of below 93401. INITIAL MORTGAGE POOL PREPAYMENT RESTRICTION COMPOSITION OVER TIME(2) - ----------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 - ----------------------------------------------------------------------------------------------------------- Remaining Aggregate Mortgage Loan Pool Balance(2) 100.00% 99.54% 99.01% 98.31% 96.39% Locked/Defeasance 100.00 99.26 97.75 91.34 91.66 Locked 100.00 99.26 97.75 0.79 0.27 Defeasance 0.00 0.00 0.00 90.55 91.39 Yield Maintenance (all) 0.00 0.74 2.25 7.61 6.32 Yield Maintenance 0.00 0.00 0.00 0.17 0.17 Grtr4UPBor2UPB+YM 0.00 0.00 0.00 0.64 0.64 Grtr2UPBor2UPB+YM 0.00 0.00 0.00 0.27 0.27 Grtr1UPBorYM 0.00 0.74 2.25 6.54 5.25 Open 0.00 0.00 0.00 1.05 2.02 - ------------ ------ ------ ------ ------ ------ TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% ============================================================================================================ - ----------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 60 72 84 96 108 120 - ----------------------------------------------------------------------------------------------------------- Remaining Aggregate Mortgage Loan Pool Balance(2) 86.12% 85.05% 81.02% 79.84% 77.82% 0.60% Locked/Defeasance 93.54 93.55 93.33 93.38 93.32 71.47 Locked 0.00 0.00 0.00 0.00 0.00 0.00 Defeasance 93.54 93.55 93.33 93.38 93.32 71.47 Yield Maintenance (all) 6.46 6.45 6.67 6.62 6.68 28.53 Yield Maintenance 0.18 0.18 0.19 0.19 0.19 0.00 Grtr4UPBor2UPB+YM 0.70 0.70 0.72 0.72 0.72 0.00 Grtr2UPBor2UPB+YM 0.29 0.29 0.30 0.30 0.30 0.00 Grtr1UPBorYM 5.27 5.27 5.46 5.42 5.48 28.53 Open 0.00 0.00 0.00 0.00 0.00 0.00 - ------------ ------ ------ ------ ------ ------ ------ TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ============================================================================================================ (1) All numbers, unless otherwise noted, are as a percentage of the aggregate pool balance at the specified point in time. (2) Remaining aggregate mortgage loan pool balance as a percentage of the Initial Mortgage Pool Balance at the specified point in time. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 12 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - -------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE - --------------------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF CUT-OFF DATE MORTGAGE PRINCIPAL POOL U/W NCF VALUE PRINCIPAL BALANCES LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------------------- $1,322,049 to $5,000,000 40 $ 131,224,582 3.4% 1.54x 69.10% $5,000,000 to $9,999,999 82 607,867,634 15.7 1.38 72.86 $10,000,000 to $14,999,999 39 473,516,007 12.2 1.37 71.68 $15,000,000 to $19,999,999 20 347,622,974 9.0 1.27 74.82 $20,000,000 to $24,999,999 10 216,647,867 5.6 1.41 73.65 $25,000,000 to $29,999,999 9 248,255,427 6.4 1.28 74.79 $30,000,000 to $39,999,999 10 340,531,882 8.8 1.33 72.98 $40,000,000 to $49,999,999 3 128,600,000 3.3 1.36 68.63 $50,000,000 to $74,999,999 5 295,947,000 7.6 1.69 74.66 $75,000,000 to $99,999,999 1 86,265,101 2.2 1.39 66.40 $100,000,000 to $149,999,999 3 311,766,252 8.0 1.79 62.53 $150,000,000 to $199,999,999 1 150,000,000 3.9 1.82 44.38 $200,000,000 to $290,000,000 2 540,000,000 13.9 2.34 54.57 - --------------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% ========================================================================================================= MORTGAGE RATES - ---------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF MORTGAGE PRINCIPAL POOL U/W NCF VALUE MORTGAGE RATES LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------- 4.725% to 4.999% 17 $ 799,178,719 20.6% 1.96x 60.56% 5.000% to 5.249% 67 961,894,511 24.8 1.46 71.26 5.250% to 5.499% 93 1,415,688,921 36.5 1.54 68.77 5.500% to 5.749% 37 478,920,889 12.3 1.34 72.74 5.750% to 5.999% 7 204,172,946 5.3 1.35 72.00 6.000% to 6.560% 4 18,388,741 0.5 1.42 60.09 - ---------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% ============================================================================================== ORIGINAL TERM TO MATURITY OR ARD - ---------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF AGGREGATE % OF INITIAL DATE ORIGINAL TERMS NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- TO MATURITY/ARD MORTGAGE PRINCIPAL POOL U/W NCF VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------- 39 to 59 2 $ 192,000,000 5.0% 1.82x 46.13% 60 9 227,394,802 5.9 1.31 76.22 84 3 126,265,571 3.3 1.52 65.41 85 to 114 6 48,657,427 1.3 1.33 74.24 115 to 120 200 3,256,315,562 84.0 1.58 69.11 121 to 179 2 14,300,000 0.4 1.23 76.93 180 3 13,311,366 0.3 2.95 54.50 - ---------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% ============================================================================================== REMAINING TERM TO MATURITY OR ARD - ---------------------------------------------------------------------------------------------- WTD. AVG. RANGE OF CUT-OFF REMAINING AGGREGATE % OF INITIAL DATE TERMS TO NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- MATURITY/ ARD MORTGAGE PRINCIPAL POOL U/W NCF VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------- 39 to 59 10 $ 361,394,802 9.3% 1.58x 59.63% 60 to 83 4 184,265,571 4.7 1.45 70.00 84 to 114 23 278,559,033 7.2 1.33 72.84 115 to 120 183 3,026,413,956 78.0 1.60 68.85 121 to 179 4 25,971,366 0.7 2.11 66.49 180 1 1,640,000 0.0 1.30 60.18 - ---------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% ============================================================================================== ORIGINAL AMORTIZATION TERM - ---------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF AGGREGATE % OF INITIAL DATE ORIGINAL NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- AMORTIZATION MORTGAGE PRINCIPAL POOL U/W NCF VALUE TERMS (MOS) LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------- Interest Only 15 $ 957,080,000 24.7% 2.20x 59.74% 240 2 20,027,734 0.5 1.33 69.23 241 to 300 17 129,776,643 3.3 1.40 70.26 301 to 420 191 2,771,360,349 71.5 1.36 71.18 - ---------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% ============================================================================================== REMAINING AMORTIZATION TERM - ---------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF AGGREGATE % OF INITIAL DATE REMAINING NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- AMORTIZATION MORTGAGE PRINCIPAL POOL U/W NCF VALUE TERMS (MOS) LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------------- Interest Only 15 $ 957,080,000 24.7% 2.20x 59.74% 236 to 240 2 20,027,734 0.5 1.33 69.23 241 to 300 17 129,776,643 3.3 1.40 70.26 301 to 420 191 2,771,360,349 71.5 1.36 71.18 - ---------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% ============================================================================================== MORTGAGE LOAN TYPE - ------------------------------------------------------------------------------------------------------ WTD. AVG. NUMBER AGGREGATE % OF INITIAL WTD. CUT-OFF OF CUT-OFF DATE MORTGAGE AVG. U/W DATE LOAN- MORTGAGE PRINCIPAL POOL NCF TO-VALUE MORTGAGE LOAN TYPE LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------ Partial IO/Balloon 100 $1,613,479,101 41.6% 1.28x 74.48% Balloon 95 1,139,253,845 29.4 1.49 66.24 Interest Only 13 562,080,000 14.5 2.14 60.48 ARD 10 94,331,781 2.4 1.38 71.17 Interest Only/ARD 2 395,000,000 10.2 2.30 58.69 Partial IO/ARD 5 74,100,000 1.9 1.28 73.27 - ------------------------------------------------------------------------------------------------------ TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% ====================================================================================================== ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 13 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- ALL MORTGAGE LOANS - -------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR - ----------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF U/W MORTGAGE PRINCIPAL POOL U/W NCF VALUE NCF DSCR LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- 1.03x to 1.19x 22 $ 360,573,231 9.3% 1.15x 76.59% 1.20x to 1.24x 53 740,492,123 19.1 1.22 74.46 1.25x to 1.29x 31 449,699,515 11.6 1.27 76.48 1.30x to 1.34x 33 348,507,896 9.0 1.32 76.07 1.35x to 1.39x 21 372,905,515 9.6 1.38 71.02 1.40x to 1.44x 13 143,011,971 3.7 1.42 73.12 1.45x to 1.49x 9 95,926,657 2.5 1.47 70.40 1.50x to 1.99x 34 643,059,342 16.6 1.69 60.23 2.00x to 10.04x 9 724,068,478 18.7 2.47 53.68 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% =============================================================================================== PREPAYMENT PROVISION TYPE - ----------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- PREPAYMENT MORTGAGE PRINCIPAL POOL U/W NCF VALUE PREMIUM LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- LO/Defeasance 199 $3,565,123,805 91.9% 1.59x 67.75% LO/Grtrx% UPBorYM 21 271,107,611 7.0 1.34 74.97 LO/YM 1 6,678,664 0.2 1.34 79.51 LO/Grtrx% UPBory% UPB+YM 4 35,334,647 0.9 1.40 72.40 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% =============================================================================================== CUT-OFF DATE LOAN-TO-VALUE RATIO - ----------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- RANGE OF CUT-OFF MORTGAGE PRINCIPAL POOL U/W NCF VALUE DATE LTV RATIO LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- 6.33% to 60.00% 24 $ 727,828,058 18.8% 2.28x 48.89% 60.01% to 65.00% 16 502,678,782 13.0 1.91 62.12 65.01% to 70.00% 36 533,025,491 13.7 1.41 66.72 70.01% to 75.00% 45 609,643.850 15.7 1.32 73.18 75.01% to 80.00% 100 1,425,588,547 36.8 1.27 78.19 80.01% to 86.56% 4 79,480,000 2.0 1.35 81.56 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% =============================================================================================== MATURITY DATE OR ARD LOAN-TO-VALUE RATIO - ----------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF RANGE OF MATURITY AGGREGATE % OF INITIAL DATE DATE/ARD NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- LOAN-TO- MORTGAGE PRINCIPAL POOL U/W NCF VALUE VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- 4.46% to 50.00% 20 $ 547,673.108 14.1% 2.12x 48.20% 50.01% to 55.00% 22 360,213,251 9.3 2.03 58.34 55.01% to 60.00% 36 483,341,225 12.5 1.45 67.20 60.01% to 65.00% 53 904,435,146 23.3 1.64 68.55 65.01% to 70.00% 56 839,880,996 21.7 1.27 76.78 70.01% to 86.56% 38 742,701,000 19.2 1.27 78.85 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% =============================================================================================== ENCUMBERED INTEREST - --------------------------------------------------------------------------------------------------- WTD. AVG. % OF CUT-OFF NUMBER AGGREGATE INITIAL WTD. DATE OF CUT-OFF DATE MORTGAGE AVG. LOAN-TO- ENCUMBERED MORTGAGED PRINCIPAL POOL U/W NCF VALUE INTEREST PROPERTIES BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------------- Fee Simple 250 $3,653,584,519 94.2% 1.56x 68.28% Leasehold 9 120,113,208 3.1 2.34 60.82 Fee in Part, Leasehold in Part 2 104,547,000 2.7 1.16 78.01 - --------------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 261 $3,878,244,727 100.0% 1.57x 68.32% =================================================================================================== SEASONING - ----------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE MORTGAGE WTD. AVG. LOAN-TO- SEASONING MORTGAGE PRINCIPAL POOL U/W NCF VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------- 0 to 5 206 $3,624,625,251 93.5% 1.59x 68.04% 6 to 11 19 253,619,476 6.5 1.34 72.25 - ----------------------------------------------------------------------------------------------- TOTAL / WTD. AVG. 225 $3,878,244,727 100.0% 1.57x 68.32% =============================================================================================== ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 14 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 15 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - -------------------------------------------------------------------------------- PROPERTY TYPE - ----------------------------------------------------------------------------------------------------------------------- AGGREGATE WTD. AVG. NUMBER OF CUT-OFF DATE % OF INITIAL WTD. AVG. CUT-OFF DATE PROPERTY TYPE MORTGAGED PRINCIPAL LOAN GROUP 1 U/W NCF LOAN-TO-VALUE SUBTYPE PROPERTIES BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------------------------------- Office 71 $1,554,770,809 44.7% 1.75x 65.40% Suburban 46 801,875,219 23.0 1.70 63.73 CBD 12 640,133,053 18.4 1.90 66.11 Medical Office 10 84,715,791 2.4 1.29 72.70 Flex 8 68,891,552 2.0 1.36 69.81 Retail 74 1,155,049,773 33.2 1.44 68.33 Anchored 36 520,597,301 15.0 1.35 73.58 Regional Mall 3 293,766,252 8.4 1.72 52.70 Unanchored 17 144,614,331 4.2 1.31 72.42 Shadow Anchored 7 79,032,764 2.3 1.42 74.37 Lifestyle Center 1 60,947,000 1.8 1.20 78.14 Anchored, Single Tenant 9 54,044,051 1.6 1.40 71.53 Unanchored, Single Tenant 1 2,048,074 0.1 1.49 78.02 Multifamily 13 169,122,298 4.9 1.36 75.11 Conventional 10 137,200,000 3.9 1.19 77.90 Section 8 1 21,977,867 0.6 1.36 72.77 Independent Living 1 7,350,000 0.2 1.61 54.44 Co-Op 1 2,594,431 0.1 10.04 6.33 Hospitality 19 255,734,926 7.3 1.91 66.10 Industrial 15 134,477,817 3.9 1.36 72.05 Self Storage 25 108,265,101 3.1 1.38 67.84 Mixed Use 6 38,239,685 1.1 1.31 72.79 Other 2 37,000,000 1.1 1.36 72.21 Manufactured Housing 1 12,000,000 0.3 1.21 77.42 Land 1 16,120,000 0.5 1.21 79.02 - ----------------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 227 $3,480,780,409 100.0% 1.60x 67.49% ============================= === ============== ===== ==== ===== GEOGRAPHIC DISTRIBUTION - ----------------------------------------------------------------------------------------------------------------------- AGGREGATE WTD. AVG. NUMBER OF CUT-OFF DATE % OF INITIAL WTD. AVG. CUT-OFF DATE MORTGAGED PRINCIPAL LOAN GROUP 1 U/W NCF LOAN-TO-VALUE STATE/REGION PROPERTIES BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------------------------------------------- California 33 $ 601,488,365 17.3% 1.84x 59.92% Southern California (1) 21 435,805,920 12.5 1.98 56.80 Northern California (1) 12 165,682,446 4.8 1.46 68.13 New York 20 525,694,902 15.1 1.83 68.64 Texas 24 227,579,976 6.5 1.35 71.07 New Jersey 11 208,090,760 6.0 1.28 75.84 Maryland 8 196,928,921 5.7 1.99 59.37 Florida 17 182,613,348 5.2 2.01 67.18 Maine 1 150,000,000 4.3 1.82 44.38 Virginia 8 141,541,294 4.1 1.38 71.28 Pennsylvania 14 141,108,158 4.1 1.25 76.79 Massachusetts 10 126,163,462 3.6 1.35 68.04 Other 81 979,571,223 28.1 1.39 72.18 - --------------------------- -- -------------- ----- ----- ----- TOTAL/WTD. AVG. 227 $3,480,780,409 100.0% 1.60x 67.49% =========================== === ============== ===== ==== ===== (1) Northern California includes areas with zip codes of 94107 and above, and Southern California includes areas with zip codes of below 93401. INITIAL LOAN GROUP 1 PREPAYMENT RESTRICTION COMPOSITION OVER TIME(2) - ----------------------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 - ----------------------------------------------------------------------------------------------------------------------- Remaining Aggregate Loan Group No. 1 Balance(2) 100.00% 99.52% 98.96% 98.24% 96.22% Locked/Defeasance 100.00 99.18 99.17 92.31 92.69 Locked 100.00 99.18 99.17 0.76 0.23 Defeasance 0.00 0.00 0.00 91.55 92.46 Yield Maintenance (all) 0.00 0.82 0.83 6.52 6.78 Yield Maintenance 0.00 0.00 0.00 0.19 0.19 Grtr4%UPBor2%UPB+YM 0.00 0.00 0.00 0.71 0.71 Grtr2%UPBor2%UPB+YM 0.00 0.00 0.00 0.30 0.30 Grtr1%UPBorYM 0.00 0.82 0.83 5.33 5.58 Open 0.00 0.00 0.00 1.17 0.52 - -------------- ------ ------ ------ ------ ------ TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% ============== ====== ====== ====== ====== ====== - ----------------------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 60 72 84 96 108 120 - ----------------------------------------------------------------------------------------------------------------------- Remaining Aggregate Loan Group No. 1 Balance(2) 87.16% 86.12% 81.77% 80.65% 78.56% 0.62% Locked/Defeasance 93.26 93.27 93.01 93.02 92.95 69.64 Locked 0.00 0.00 0.00 0.00 0.00 0.00 Defeasance 93.26 93.27 93.01 93.02 92.95 69.64 Yield Maintenance (all) 6.74 6.73 6.99 6.98 7.05 30.36 Yield Maintenance 0.20 0.20 0.21 0.21 0.21 0.00 Grtr4%UPBor2%UPB+YM 0.77 0.77 0.80 0.79 0.80 0.00 Grtr2%UPBor2%UPB+YM 0.32 0.32 0.33 0.33 0.33 0.00 Grtr1%UPBorYM 5.44 5.44 5.65 5.65 5.72 30.36 Open 0.00 0.00 0.00 0.00 0.00 0.00 - -------------- ------ ------ ------ ------ ------ ------ TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ============== ====== ====== ====== ====== ====== ====== (1) All numbers, unless otherwise noted, are as a percentage of the aggregate pool balance at the specified point in time. (2) Remaining aggregate mortgage loan pool balance as a percentage of the Initial Pool Balance at the specified point in time. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 16 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - -------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE - ------------------------------------------------------------------------------------------------------- WTD. AVG. RANGE OF AGGREGATE CUT-OFF CUT-OFF NUMBER CUT-OFF % OF DATE DATE OF DATE INITIAL WTD. AVG. LOAN-TO- PRINCIPAL MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE BALANCES LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------- $ 1,392,304 to $ 5,000,000 30 $ 104,674,761 3.0% 1.59x 68.04% $ 5,000,000 to $ 9,999,999 70 524,223,137 15.1 1.37 72.43 $ 10,000,000 to $ 14,999,999 35 427,816,007 12.3 1.37 71.18 $ 15,000,000 to $ 19,999,999 20 347,622,974 10.0 1.27 74.82 $ 20,000,000 to $ 24,999,999 7 152,197,867 4.4 1.48 72.35 $ 25,000,000 to $ 29,999,999 7 196,435,427 5.6 1.28 75.69 $ 30,000,000 to $ 39,999,999 8 273,231,882 7.8 1.36 72.65 $ 40,000,000 to $ 49,999,999 3 128,600,000 3.7 1.36 68.63 $ 50,000,000 to $ 74,999,999 4 237,947,000 6.8 1.78 73.35 $ 75,000,000 to $ 99,999,999 1 86,265,101 2.5 1.39 66.40 $100,000,000 to $149,999,999 3 311,766,252 9.0 1.79 62.53 $150,000,000 to $199,999,999 1 150,000,000 4.3 1.82 44.38 $200,000,000 to $290,000,000 2 540,000,000 15.5 2.34 54.57 - -------------------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ================================ === ============== ===== ==== ===== MORTGAGE RATES - --------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE RANGE OF OF DATE INITIAL WTD. AVG. LOAN-TO- MORTGAGE MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE RATES LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 4.725% to 4.999% 14 $ 773,837,718 22.2% 1.98x 60.08% 5.000% to 5.249% 51 782,317,801 22.5 1.49 70.61 5.250% to 5.499% 80 1,282,782,314 36.9 1.56 68.03 5.500% to 5.749% 37 478,920,889 13.8 1.34 72.74 5.750% to 5.999% 6 146,172,946 4.2 1.37 68.82 6.000% to 6.560% 3 16,748,741 0.5 1.44 60.09 - --------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== ORIGINAL TERM TO MATURITY OR ARD - --------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE ORIGINAL OF DATE INITIAL WTD. AVG. LOAN-TO- TERMS TO MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE MATURITY/ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 39 to 59 2 $ 192,000,000 5.5% 1.82x 46.13% 60 7 148,394,802 4.3 1.33 74.82 84 3 126,265,571 3.6 1.52 65.41 85 to 114 5 47,160,543 1.4 1.32 74.76 115 to 120 170 2,940,988,128 84.5 1.60 68.49 121 to 179 2 14,300,000 0.4 1.23 76.93 180 2 11,671,366 0.3 3.18 53.70 - --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== REMAINING TERM TO MATURITY OR ARD - --------------------------------------------------------------------------------------------- WTD. AVG. RANGE OF AGGREGATE CUT-OFF REMAINING NUMBER CUT-OFF % OF DATE TERMS TO OF DATE INITIAL WTD. AVG. LOAN-TO- MATURITY/ MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- 39 to 59 9 $ 340,394,802 9.8% 1.61x 58.63% 60 to 83 3 126,265,571 3.6 1.52 65.41 84 to 114 21 273,622,148 7.9 1.33 72.83 115 to 120 154 2,714,526,523 78.0 1.63 68.17 121 to 178 4 25,971,366 0.7 2.11 66.49 - --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== ORIGINAL AMORTIZATION TERM - --------------------------------------------------------------------------------------------- AGGREGATE WTD. AVG. RANGE OF NUMBER CUT-OFF % OF CUT-OFF ORIGINAL OF DATE INITIAL WTD. AVG. DATE AMORTIZATION MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF LOAN-TO- TERMS (MOS) LOANS BALANCE BALANCE DSCR VALUE RATIO - --------------------------------------------------------------------------------------------- Interest Only 11 $ 874,100,000 25.1% 2.28x 57.87% 240 2 20,027,734 0.6 1.33 69.23 241 to 300 11 95,290,300 2.7 1.41 69.01 301 to 420 167 2,491,362,374 71.6 1.37 70.79 - --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== REMAINING AMORTIZATION TERM - --------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE REMAINING OF DATE INITIAL WTD. AVG. LOAN-TO- AMORTIZATION MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE TERMS (MOS) LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- Interest Only 11 $ 874,100,000 25.1% 2.28x 57.87% 236 to 240 2 20,027,734 0.6 1.33 69.23 241 to 300 11 95,290,300 2.7 1.41 69.01 301 to 420 167 2,491,362,374 71.6 1.37 70.79 - --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== MORTGAGE LOAN TYPE - --------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE OF DATE INITIAL WTD. AVG. LOAN-TO- MORTGAGE LOAN MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE TYPE LOANS BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------- Partial IO/Balloon 84 $1,362,450,101 39.1% 1.28x 74.43% Balloon 81 1,075,798,527 30.9 1.50 65.80 Interest Only 9 479,100,000 13.8 2.25 57.19 Interest Only/ARD 2 395,000,000 11.3 2.30 58.69 ARD 10 94,331,781 2.7 1.38 71.17 Partial IO/ARD 5 74,100,000 2.1 1.28 73.27 - ---------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ====================== === ============== ===== ==== ===== ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 17 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 1 - -------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR - ------------------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE RANGE OF OF DATE INITIAL WTD. AVG. LOAN-TO- U/W NCF MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE DSCR LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------ 1.03x to 1.19x 18 $ 311,662,912 9.0% 1.14x 76.96% 1.20x to 1.24x 46 633,773,971 18.2 1.22 74.38 1.25x to 1.29x 23 295,057,430 8.5 1.27 76.85 1.30x to 1.34x 28 322,134,747 9.3 1.32 75.79 1.35x to 1.39x 18 360,343,478 10.4 1.38 70.81 1.40x to 1.44x 11 128,719,583 3.7 1.42 73.20 1.45x to 1.49x 8 88,437,352 2.5 1.47 70.02 1.50x to 1.99x 31 625,282,457 18.0 1.69 59.58 2.00x to 10.04x 8 715,368,478 20.6 2.48 53.55 - --------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== PREPAYMENT PROVISION TYPE - ------------------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE OF DATE INITIAL WTD. AVG. LOAN-TO- PREPAYMENT MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE PROVISION TYPE LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------ LO/Defeasance 169 $3,237,909,863 93.0% 1.62x 67.04% LO/Grtrx%UPBorYM 17 200,857,235 5.8 1.36 73.41 LO/Grtrx%UPBory%UPB+YM 4 35,334,647 1.0 1.40 72.40 LO/YM 1 6,678,664 0.2 1.34 79.51 - -------------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ========================== === ============== ===== ==== ===== CUT-OFF DATE LOAN-TO-VALUE RATIO - ------------------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE CUT-OFF OF DATE INITIAL WTD. AVG. LOAN-TO- DATE MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE LTV RATIO LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------ 6.33% to 60.00% 22 $ 725,009,124 20.8% 2.28x 48.87% 60.01% to 65.00% 12 463,770,630 13.3 1.95 62.06 65.01% to 70.00% 34 510,753,103 14.7 1.41 66.63 70.01% to 75.00% 39 520,274,469 14.9 1.33 73.05 75.01% to 80.00% 82 1,197,773,082 34.4 1.27 78.12 80.01% to 80.62% 2 63,200,000 1.8 1.25 80.61 - --------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== MATURITY DATE OR ARD LOAN-TO-VALUE RATIO - ------------------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF RANGE OF NUMBER CUT-OFF % OF DATE MATURITY OF DATE INITIAL WTD. AVG. LOAN-TO- DATE OR ARD MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE LOAN-TO-VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------ 4.46% to 50.00% 18 $ 544,711,509 15.6% 2.12x 48.16% 50.01% to 55.00% 19 346,875,828 10.0 2.05 58.07 55.01% to 60.00% 31 434,539,760 12.5 1.46 67.03 60.01% to 65.00% 48 864,234,387 24.8 1.65 68.44 65.01% to 70.00% 45 687,502,376 19.8 1.28 76.90 70.01% to 79.80% 30 602,917,000 17.3 1.26 78.59 - --------------------- -- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== ENCUMBERED INTEREST - ------------------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE WTD. CUT-OFF NUMBER CUT-OFF % OF AVG. DATE OF DATE INITIAL U/W LOAN-TO ENCUMBERED MORTGAGED PRINCIPAL LOAN GROUP 1 NCF -VALUE INTEREST PROPERTIES BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------------ Fee Simple 216 $3,256,120,201 93.5% 1.59x 67.40% Leasehold 9 120,113,208 3.5 2.34 60.82 Fee in Part, Leasehold in Part 2 104,547,000 3.0 1.16 78.01 - ---------------------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 227 $3,480,780,409 100.0% 1.60x 67.49% ================================== === ============== ===== ==== ===== SEASONING - ------------------------------------------------------------------------------------------------------ WTD. AVG. AGGREGATE CUT-OFF NUMBER CUT-OFF % OF DATE OF DATE INITIAL WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL LOAN GROUP 1 U/W NCF VALUE SEASONING (MOS) LOANS BALANCE BALANCE DSCR RATIO 0 to 5 173 $3,230,600,933 92.8% 1.62x 67.13% 6 to 11 18 250,179,476 7.2 1.34 72.15 - --------------------- --- -------------- ----- ---- ----- TOTAL / WTD. AVG. 191 $3,480,780,409 100.0% 1.60x 67.49% ===================== === ============== ===== ==== ===== ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 18 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 19 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - -------------------------------------------------------------------------------- PROPERTY TYPE - -------------------------------------------------------------------------------------------------------------- AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE LOAN WTD. AVG. CUT-OFF DATE PROPERTY TYPE MORTGAGED PRINCIPAL GROUP 2 U/W NCF LOAN-TO-VALUE SUBTYPE PROPERTIES BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------------------------------- Multifamily 32 $382,824,318 96.3% 1.31x 75.40% Conventional 24 304,087,975 76.5 1.32 75.61 Section 8 6 34,486,343 8.7 1.38 73.71 Student Housing 2 44,250,000 11.1 1.22 75.22 Manufactured Housing 2 14,640,000 3.7 1.23 80.00 - ----------------------- -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ======================= == ============ ===== ==== ===== GEOGRAPHIC DISTRIBUTION - --------------------------------------------------------------------------------------------------------------- AGGREGATE % OF INITIAL WTD. AVG. NUMBER OF CUT-OFF DATE LOAN WTD. AVG. CUT-OFF DATE MORTGAGED PRINCIPAL GROUP 2 U/W NCF LOAN-TO-VALUE STATE/REGION PROPERTIES BALANCE BALANCE DSCR RATIO - --------------------------------------------------------------------------------------------------------------- Southern California(1) 5 $ 42,390,200 10.7% 1.20x 72.97% Florida 2 93,300,000 23.5 1.26 77.56 Pennsylvania 6 68,034,537 17.1 1.31 79.24 Maryland 1 32,000,000 8.1 1.20 75.12 Texas 2 31,591,001 7.9 1.26 75.95 Massachusetts 5 30,484,548 7.7 1.33 73.89 Washington 1 25,500,000 6.4 1.29 62.50 South Carolina 2 16,280,000 4.1 1.72 85.25 Oregon 1 13,500,000 3.4 1.27 69.41 Michigan 1 11,200,000 2.8 1.20 80.00 Other 8 33,184,032 8.3 1.59 73.67 - ------------------------- - ------------ ----- ----- ----- TOTAL/WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ========================= == ============ ===== ==== ===== INITIAL LOAN GROUP 2 PREPAYMENT RESTRICTION COMPOSITION OVER TIME(2) - ------------------------------------------------------------------------------------------------------ MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 0 12 24 36 48 - ------------------------------------------------------------------------------------------------------ Remaining Aggregate Loan Group No. 2 Balance(2) 100.00% 99.73% 99.44% 98.91% 97.88% Locked/Defeasance 100.00 100.00 85.32 82.86 82.72 Locked 100.00 100.00 85.32 0.98 0.57 Defeasance 0.00 0.00 0.00 81.88 82.15 Yield Maintenance (all) 0.00 0.00 14.68 17.14 2.37 Yield Maintenance 0.00 0.00 0.00 0.00 0.00 Grtr4%UPBor2%UPB+YM 0.00 0.00 0.00 0.00 0.00 Grtr2%UPBor2%UPB+YM 0.00 0.00 0.00 0.00 0.00 Grtr1%UPBorYM 0.00 0.00 14.68 17.14 2.37 Open 0.00 0.00 0.00 0.00 14.91 - -------------- ------ ------ ------ ------ ------ TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% ============== ====== ====== ====== ====== ====== - -------------------------------------------------------------------------------------------------------------- MONTHS FOLLOWING CUT-OFF DATE PREPAYMENT RESTRICTION 60 72 84 96 108 120 - -------------------------------------------------------------------------------------------------------------- Remaining Aggregate Loan Group No. 2 Balance(2) 76.96% 75.73% 74.45% 72.76% 71.34% 0.35% Locked/Defeasance 96.33 96.35 96.37 96.83 96.85 100.00 Locked 0.00 0.00 0.00 0.00 0.00 0.00 Defeasance 96.33 96.35 96.37 96.83 96.85 100.00 Yield Maintenance (all) 3.67 3.65 3.63 3.17 3.15 0.00 Yield Maintenance 0.00 0.00 0.00 0.00 0.00 0.00 Grtr4%UPBor2%UPB+YM 0.00 0.00 0.00 0.00 0.00 0.00 Grtr2%UPBor2%UPB+YM 0.00 0.00 0.00 0.00 0.00 0.00 Grtr1%UPBorYM 3.67 3.65 3.63 3.17 3.15 0.00 Open 0.00 0.00 0.00 0.00 0.00 0.00 - -------------- ------ ------ ------ ------ ------ ------ TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% ============== ====== ====== ====== ====== ====== ====== (1) Northern California includes areas with zip codes of 94107 and above, and Southern California includes areas with zip codes of below 93401. (2) All numbers, unless otherwise noted, are as a percentage of the aggregate pool balance at the specified point in time. (3) Remaining aggregate mortgage loan pool balance as a percentage of the Initial Pool Balance at the specified point in time. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 20 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - ------------------------------------------------------------------------------- CUT-OFF DATE PRINCIPAL BALANCE - ------------------------------------------------------------------------------------------------ RANGE OF AGGREGATE % OF WTD. AVG. CUT-OFF NUMBER CUT-OFF INITIAL CUT-OFF DATE OF DATE LOAN WTD. AVG. DATE LOAN- PRINCIPAL MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE BALANCES LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------ $1,322,049 to $4,999,999 10 $ 26,549,821 6.7% 1.33x 73.27% $5,000,000 to $9,999,999 12 83,644,497 21.0 1.45 75.53 $10,000,000 to $24,999,999 7 110,150,000 27.7 1.29 76.56 $25,000,000 to $34,999,999 3 83,820,000 21.1 1.25 72.81 $35,000,000 to $44,999,999 1 35,300,000 8.9 1.24 73.54 $45,000,000 to $58,000,000 1 58,000,000 14.6 1.28 80.00 - ------------------------------ -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ============================== == ============ ===== ==== ===== MORTGAGE RATES - ---------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF RANGE OF OF DATE LOAN WTD. AVG. DATE LOAN- MORTGAGE MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE RATES LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------- 4.850% to 4.999% 3 $ 25,341,001 6.4% 1.23x 75.15% 5.000% to 5.249% 16 179,576,710 45.2 1.31 74.08 5.250% to 5.499% 13 132,906,607 33.4 1.33 75.91 5.500% to 5.999% 1 58,000,000 14.6 1.28 80.00 6.000% to 6.040% 1 1,640,000 0.4 1.30 60.18 - --------------------- -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ===================== == ============ ===== ==== ===== ORIGINAL TERM TO MATURITY OR ARD - ---------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. ORIGINAL NUMBER CUT-OFF INITIAL CUT-OFF TERMS TO OF DATE LOAN WTD. AVG. DATE LOAN- MATURITY/ MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------------- 60 2 $ 79,000,000 19.9% 1.26x 78.87% 96 1 1,496,885 0.4 1.62 57.79 120 30 315,327,433 79.3 1.32 74.90 180 1 1,640,000 0.4 1.30 60.18 - -------------------- -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ===================== == ============ ===== ==== ===== REMAINING TERM TO MATURITY OR ARD - ------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. REMAINING NUMBER CUT-OFF INITIAL CUT-OFF TERMS TO OF DATE LOAN WTD. AVG. DATE LOAN- MATURITY/ MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE ARD (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------- 58 to 60 2 $ 79,000,000 19.9% 1.26x 78.87% 61 to 95 1 1,496,885 0.4 1.62 57.79 96 to 114 1 3,440,000 0.9 1.33 80.00 115 to 120 29 311,887,433 78.5 1.32 74.85 121 to 180 1 1,640,000 0.4 1.30 60.18 - --------------------- -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ===================== == ============ ===== ==== ===== ORIGINAL AMORTIZATION TERM - ------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. ORIGINAL NUMBER CUT-OFF INITIAL CUT-OFF AMORTIZATION OF DATE LOAN WTD. AVG. DATE LOAN- TERMS MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------- Interest Only 4 $ 82,980,000 20.9% 1.47x 79.43% 241 to 300 6 34,486,343 8.7 1.38 73.71 301 to 360 24 279,997,975 70.4 1.26 74.65 - --------------------- -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ===================== == ============ ===== ==== ===== REMAINING AMORTIZATION TERM - --------------------------------------- - ------------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. REMAINING NUMBER CUT-OFF INITIAL CUT-OFF AMORTIZATION OF DATE LOAN WTD. AVG. DATE LOAN- TERMS MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------- Interest Only 4 $ 82,980,000 20.9% 1.47x 79.43% 241 to 300 6 34,486,343 8.7 1.38 73.71 301 to 360 24 279,997,975 70.4 1.26 74.65 - --------------------- -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ===================== == ============ ===== ==== ===== MORTGAGE LOAN TYPE - -------------------------------------------------------------------------------------------- WTD. AVG. CUT-OFF AGGREGATE % OF INITIAL DATE NUMBER OF CUT-OFF DATE LOAN WTD. AVG. LOAN-TO- MORTGAGE PRINCIPAL GROUP 2 U/W NCF VALUE MORTGAGE LOAN TYPE LOANS BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------------- Partial IO/Balloon 16 $251,029,000 63.2% 1.25x 74.76% Balloon 14 63,455,318 16.0 1.34 73.69 Interest Only 4 82,980,000 20.9 1.47 79.43 - ---------------------- -- ------------ ----- ---- ----- TOTAL / WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ====================== == ============ ===== ==== ===== ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 21 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS -- LOAN GROUP 2 - ------------------------------------------------------------------------------- UNDERWRITTEN NCF DSCR - -------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. RANGE OF NUMBER CUT-OFF INITIAL CUT-OFF U/W OF DATE LOAN WTD. AVG. DATE LOAN- NCF MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE DSCR LOANS BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------- 1.19x 4 $ 48,910,319 12.3% 1.20x 74.20% 1.20x to 1.24x 7 106,718,151 26.8 1.22 74.92 1.25x to 1.29x 8 154,642,085 38.9 1.28 75.76 1.30x to 1.34x 5 26,373,148 6.6 1.32 79.46 1.35x to 1.39x 3 12,562,038 3.2 1.38 76.91 1.40x to 1.44x 2 14,292,388 3.6 1.42 72.32 1.45x to 1.49x 1 7,489,305 1.9 1.46 74.89 1.50x to 1.99x 3 17,776,885 4.5 1.71 82.93 2.00x to 2.24x 1 8,700,000 2.2 2.24 64.76 - ----------------- -- ------------ ----- ---- ----- TOTAL/WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% =================== == ============ ===== ==== ===== PREPAYMENT PROVISION TYPE - ------------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE LOAN WTD. AVG. DATE LOAN- PREPAYMENT MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE PROVISION TYPE LOANS BALANCE BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------- LO/Defeasance 30 $327,213,942 82.3% 1.31x 74.74% LO/Grtrx%UPBory%UPB+YM 4 70,250,376 17.7 1.29 79.44 - -------------------------- -- ------------ ----- ---- ----- TOTAL/WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ========================== == ============ ===== ==== ===== CUT-OFF DATE LOAN-TO-VALUE RATIO - ----------------------------------------------------------------------------------- RANGE OF AGGREGATE % OF WTD. AVG. CUT-OFF NUMBER CUT-OFF INITIAL CUT-OFF DATE OF DATE LOAN WTD. AVG. DATE LOAN- LTV MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - ----------------------------------------------------------------------------------- 50.85% to 60.00% 2 $ 2,818,934 0.7% 1.42x 54.54% 60.01% to 65.00% 4 38,908,151 9.8 1.49 62.92 65.01% to 70.00% 2 22,272,388 5.6 1.32 68.65 70.01% to 75.00% 6 89,369,380 22.5 1.26 73.96 75.01% to 80.01% 18 227,815,465 57.3 1.27 78.60 80.01% to 86.56% 2 16,280,000 4.1 1.72 85.25 - -------------------- -- ------------ ----- ---- ----- TOTAL/WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ==================== == ============ ===== ==== ===== MATURITY DATE OR ARD LOAN-TO-VALUE RATIO - -------------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF RANGE OF MATURITY OF DATE LOAN WTD. AVG. DATE LOAN- DATE OR ARD LOAN-TO- MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE VALUE RATIO LOANS BALANCE BALANCE DSCR RATIO - -------------------------------------------------------------------------------------- 42.01% to 50.00% 2 $ 2,962,049 0.7% 1.25x 56.02% 50.01% to 55.00% 3 13,337,424 3.4 1.38 65.27 55.01% to 60.00% 5 48,801,465 12.3 1.33 68.67 60.01% to 65.00% 5 40,200,760 10.1 1.46 70.93 65.01% to 70.00% 11 152,378,620 38.3 1.25 76.25 70.01% to 86.56% 8 139,784,000 35.2 1.32 79.96 - ---------------------- -- ------------ ----- ---- ----- TOTAL/WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% ====================== == ============ ===== ==== ===== ENCUMBERED INTEREST - ------------------------------------------------------------------------------------------------- WTD. AVG. AGGREGATE WTD. CUT-OFF NUMBER CUT-OFF % OF AVG. DATE OF DATE INITIAL U/W LOAN-TO- ENCUMBERED MORTGAGED PRINCIPAL MORTGAGE NCF VALUE INTEREST PROPERTIES BALANCE POOL BALANCE DSCR RATIO - ------------------------------------------------------------------------------------------------- Fee Simple 34 $397,464,318 100.0% 1.31x 75.57% - ------------------- -- ------------ ----- ---- ----- TOTAL/WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% =================== == ============ ===== ==== ===== SEASONING - ---------------------------------------------------------------------------------- AGGREGATE % OF WTD. AVG. NUMBER CUT-OFF INITIAL CUT-OFF OF DATE LOAN WTD. AVG. DATE LOAN- SEASONING MORTGAGE PRINCIPAL GROUP 2 U/W NCF TO-VALUE (MOS) LOANS BALANCE BALANCE DSCR RATIO - ---------------------------------------------------------------------------------- 0 to 5 33 $394,024,318 99.1% 1.31x 75.53% 6 1 3,440,000 0.9 1.33 80.00 - ------------------- -- ------------ ----- ---- ----- TOTAL/WTD. AVG. 34 $397,464,318 100.0% 1.31x 75.57% =================== == ============ ===== ==== ===== ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 22 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- FIFTEEN LARGEST LOANS - -------------------------------------------------------------------------------- FIFTEEN LARGEST LOANS BY CUT-OFF DATE PRINCIPAL BALANCE - -------------------------------------------------------------------------------- LOAN LOAN PROPERTY LOAN NAME / PROPERTY NAME SELLER GROUP TYPE CITY STATE - --------------------------------------------------------------------------------------------------------------- 1) One Court Square -- Citibank(1) GACC 1 Office Long Island City NY 2) Yahoo! Center GACC 1 Office Santa Monica CA 3) Maine Mall CGM 1 Retail Portland ME 4) 100 East Pratt CGM 1 Office Baltimore MD 5) TPMC Portfolio CGM 1 Various Houston TX 6) Florence Mall PMCF 1 Retail Florence KY 7) Private Mini Self Storage Portfolio GACC 1 Self Storage Various TX, FL, NC, 8) Cedarbrook Corporate Center GACC 1 Office Cranbury NJ Portfolio 9) Fairfax Corner CGM 1 Retail Fairfax VA 10) Union Square Apartments GACC 2 Multifamily Palm Beach TOTAL/WTD AVG. FOR TOP 10 11) 485 7th Avenue GACC 1 Office New York NY 12) Loews Universal Hotel Portfolio GACC 1 Hospitality Orlando FL 13) Quartermaster Plaza GACC 1 Retail Philadelphia PA Shopping Center 14) One Financial Plaza CGM 1 Office Minneapolis MN 15) Chico Mall CGM 1 Retail Chico CA TOTAL/WTD. AVG. FOR TOP 15 CUT-OFF DATE % OF % OF CUT-OFF CUT-OFF PRINCIPAL INITIAL INITIAL DATE DATE BALANCE MORTGAGE LOAN STATED LOAN-TO- PRINCIPAL PER POOL GROUP 1/2 REMAINING U/W NCF VALUE LOAN NAME / PROPERTY NAME BALANCE SF/UNIT BALANCE BALANCE TERM (MO.) DSCR RATIO - ----------------------------------------------------------------------------------------------------------------------------------- 1) One Court Square -- Citibank(1) $ 290,000,000 $ 207 7.5% 8.3% 118 2.25x 61.70% 2) Yahoo! Center 250,000,000 232 6.4 7.2 119 2.44 46.30 3) Maine Mall 150,000,000 275 3.9 4.3 55 1.82 44.38 4) 100 East Pratt 105,000,000 160 2.7 3.0 118 2.45 50.36 5) TPMC Portfolio 105,000,000 151 2.7 3.0 114 1.36 72.21 6) Florence Mall 101,766,252 341 2.6 2.9 82 1.53 65.11 7) Private Mini Self Storage Portfolio 86,265,101 49 2.2 2.5 117 1.39 66.40 8) Cedarbrook Corporate Center 65,000,000 192 1.7 1.9 119 1.25 79.85 Portfolio 9) Fairfax Corner 60,947,000 407 1.6 1.8 116 1.20 78.14 10) Union Square Apartments 58,000,000 107,011 1.5 14.6 60 1.28 80.00 -------------- --------- ---- ---- TOTAL/WTD AVG. FOR TOP 10 $1,271,978,353 32.8% 105 1.92x 59.70% 11) 485 7th Avenue 57,000,000 238 1.5 1.6 118 1.25 80.62 12) Loews Universal Hotel Portfolio 55,000,000 166,667 1.4 1.6 116 3.61 52.84 13) Quartermaster Plaza 43,600,000 228 1.1 1.3 119 1.09 77.83 Shopping Center 14) One Financial Plaza 43,000,000 109 1.1 1.2 117 1.21 75.17 15) Chico Mall 42,000,000 108 1.1 1.2 39 1.79 52.37 -------------- --------- ---- ---- TOTAL/WTD. AVG. FOR TOP 15 $1,512,578,353 39.0% 105 1.91x 61.00% (1) Reflects just the pooled portion of the One Court Square - Citibank Loan, and not the non-pooled portion thereof represented by the Class OCS certificates. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 23 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- ONE COURT SQUARE -- CITIBANK - ------------------------------------------------------------------------------- [ONE COURT SQUARE -- CITIBANK PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 24 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- ONE COURT SQUARE -- CITIBANK - ------------------------------------------------------------------------------- [ONE COURT SQUARE -- CITIBANK LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 25 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- ONE COURT SQUARE -- CITIBANK - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE(1) $290,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 7.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Reckson Operating Partnership, L.P. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.9050% ANTICIPATED REPAYMENT DATE Sepember 1, 2015 MATURITY DATE May 1, 2020 AMORTIZATION TYPE Interest Only; Hyper Amortization after ARD INTEREST ONLY PERIOD (MOS.) 120 ORIGINAL TERM / AMORTIZATION TERM 120 / Interest Only REMAINING TERM / REMAINING AMORTIZATION TERM 118 / Interest Only LOCKBOX In-Place Hard, Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE No / No LETTERS OF CREDIT(2) Yes ONGOING MONTHLY RESERVES TAX / INSURANCE No / No TI/LC(3) Springing ADDITIONAL FINANCING(4) Yes POOLED WHOLE PORTION LOAN ------- ---- CUT-OFF DATE PRINCIPAL BALANCE(1) $290,000,000 $315,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $207 $225 CUT-OFF DATE LTV RATIO 61.70% 67.02% MATURITY DATE LTV RATIO 61.70% 67.02% UW NCF DSCR 2.25x 2.07x LOAN SHADOW RATING MOODY'S/S&P(5) Baa2/AA Baa3/NR (1) The total financing amount of the One Court Square -- Citibank Whole Loan is $315,000,000 (the "One Court Square -- Citibank Whole Loan") consisting of a $290,000,000 pooled portion (the "One Court Square -- Citibank Senior Portion") and a $25,000,000 non-pooled portion (the "One Court Square -- Citibank Junior Portion"). The One Court Square -- Citibank Whole Loan will be included in the trust with the Junior Portion backing only the Class OCS Certificates (as such term is defined herein). (2) On or prior to each of September 1, 2013 and March 1, 2014, the borrower is required to provide two letters of credit, each in the amount of $10,000,000, as additional collateral for the One Court Square -- Citibank Whole Loan. If the tenant does not exercise the right to surrender space prior to September 30, 2014, the lender is required to return the letters of credit to the borrower. If however, the tenant exercises the right to surrender space, a third letter of credit in the amount of $10,000,000 is required to be posted by September 2014 for a total of $30,000,000 of additional collateral for the One Court Square -- Citibank Whole Loan. (3) Upon receipt of any required surrender fees by the borrower pursuant to the tenant's right to surrender space under the Citibank lease, the tenant is required to deposit such fees into the TI/LC account. The surrender fee is equal to one year's rent with a maximum of $6,300,000 for the first Surrender Option and $6,500,000 for the second Surrender Option (increase due to rent steps), less any costs and expenses for the installation of submeters, such amount, not to exceed $500,000. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Long Island City, NY PROPERTY TYPE Office, CBD SIZE (SF) 1,401,609 OCCUPANCY % AS OF NOVEMBER 1, 2005 100.0% YEAR BUILT / YEAR RENOVATED 1989 / 2002 APPRAISED VALUE $470,000,000 PROPERTY MANAGEMENT Cushman & Wakefield, Inc. UW ECONOMIC OCCUPANCY % 100.0% UW REVENUES $32,406,134 UW EXPENSES $ 0 UW NET OPERATING INCOME (NOI) $32,406,134 UW NET CASH FLOW (NCF) $32,406,134 - -------------------------------------------------------------------------------- (4) See "--Future Mezzanine or Subordinate Indebtedness" below. (5) Moody's and S&P have confirmed in accordance with their respective methodologies that the One Court Square -- Citibank Loan has credit characteristics consistent with that of an investment-grade rated obligation. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 26 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- ONE COURT SQUARE -- CITIBANK - -------------------------------------------------------------------------------- TENANT SUMMARY % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF TENANT NAME S&P/MOODY'S/FITCH AREA (SF) AREA RENT PSF ACTUAL RENT(1) RENT LEASE EXPIRATION - ------------------- ------------------- -------------- ---------- ----------- ----------------- ----------- ----------------- Citibank, N.A. AA / Aa1 / AA+ 1,401,609 100.0% $ 21.70 $30,414,915 100.0% 05/11/20(2) OCCUPIED TOTAL 1,401,609 100.0% $ 21.70 $30,414,915 Vacant Space 0.0% --------- ----- COLLATERAL TOTAL 1,401,609 100.0% ========= ===== (1) Base rent for the first year of the lease term. (2) In order to gain operating lease treatment, the tenant structured two options to surrender up to 280,326 square feet, as described below under "--The Property". Such surrenders may be done in full floor increments only and are subject to penalties. LEASE ROLLOVER SCHEDULE WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING(1) ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ----------- ------------- ------------------- ----------- ------------ --------------- --------------- ------------------- 2020 1 $24.60 1,401,609 100.0% 100.0% 100.0% 100.0% TOTALS 1 1,401,609 100.0% 100.0% ========= ===== ===== (1) Represents the base rent rolling in 2020. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 27 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- ONE COURT SQUARE -- CITIBANK - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "One Court Square -- Citibank Whole Loan") is secured by a first mortgage that encumbers a 50-story office building located in Long Island City, Queens, New York (the "One Court Square -- Citibank Property"). The One Court Square -- Citibank Whole Loan, with a principal balance as of the cut-off date of $315,000,000, will be divided into two components, a pooled component, with a principal balance as of the cut-off date of $290,000,000 (the "One Court Square -- Citibank Senior Portion") and a non-pooled component with a principal balance as of the cut-off date of $25,000,000 (the "One Court Square -- Citibank Junior Portion"). The One Court Square -- Citibank Senior Portion represents approximately 7.5% of the initial mortgage pool balance. S&P and Moody's have confirmed, in accordance with their respective methodologies, that the One Court Square -- Citibank Senior Portion has credit characteristics consistent with obligations rated "AA" and "Baa2", respectively. The One Court Square -- Citibank Whole Loan was originated by German American Capital Corporation on August 3, 2005 to facilitate Reckson's (as defined herein) $470,000,000 acquisition (including transaction costs) of the One Court Square -- Citibank Property from Citigroup (as defined herein). The One Court Square -- Citibank Whole Loan has a remaining term of 118 months through the anticipated repayment date occurring on September 1, 2015, with a maturity date of May 1, 2020. See "--Hyper-amortization" below. The One Court Square -- Citibank Whole Loan may be prepaid on or after the 117th monthly payment date, and permits defeasance beginning two years after the issue date of the series CD 2005-C1 certificates. The One Court Square -- Citibank Whole Loan provides for interest-only payments prior to the anticipated repayment date followed by a full cash flow sweep from the anticipated repayment date through the maturity date. The One Court Square -- Citibank Senior Portion will, along with the other mortgage loans being deposited in the trust for the series CD 2005-C1 certificates, back the CD 2005-C1 certificates. The One Court Square -- Citibank Junior Portion will back one class of certificates (the "Class OCS Certificates") that will evidence beneficial ownership interests solely in the One Court Square -- Citibank Junior Portion of The One Court Square -- Citibank Whole Loan. The One Court Square -- Citibank Junior Portion will not be pooled with the other mortgage loans backing the series CD 2005-C1 certificates and will be subordinate to the One Court Square -- Citibank Senior Portion. The Class OCS Certificates will be entitled solely to payments and other collections in respect of the One Court Square -- Citibank Junior Portion of The One Court Square -- Citibank Whole Loan. The One Court Square -- Citibank Senior Portion and the One Court Square -- Citibank Junior Portion will be serviced pursuant to the terms of the Pooling and Servicing Agreement entered into in connection with the issuance of the series CD 2005-C1 certificates, as described in the preliminary prospectus supplement. o THE BORROWER. The borrower, Reckson Court Square, LLC, a Delaware limited liability company, is a single-purpose entity structured to be bankruptcy remote. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the One Court Square -- Citibank Whole Loan. The sponsor of the borrower is Reckson Operating Partnership, L.P. ("Reckson"), which is the operating partnership for Reckson Associates Realty Corp. ("Reckson REIT") (NYSE: RA). For over 45 years, Reckson has engaged in the business of owning, developing, acquiring, constructing and managing properties in the New York City/tri-state area. Reckson REIT is rated "BBB-" by S&P and Fitch and "Ba2" by Moody's. As of October 13, 2005, Reckson had a market capitalization of approximately $2.67 billion. Reckson REIT owns 90 properties (approximately 16 million square feet of space) in the New York tri-state area, including 17 Class "A" office buildings in the tri-state area, making Reckson REIT one of the largest owners and operators of Class "A" office properties in the tri-state area. o THE PROPERTY. The One Court Square -- Citibank Property is a Class "A" office complex comprised of a 50-story tower and two low-rise buildings connected via a glass rotunda and bridge with landscaped plaza. The One Court Square -- Citibank Property contains in the aggregate approximately 1,401,609 square feet of net rentable area situated on approximately 1.88 acres. The One Court Square -- Citibank Property is currently 100% occupied by Citibank, N.A. ("Citibank") pursuant to a triple-net lease. The One Court Square -- Citibank Property was built-to-suit for Citibank and has been fully-occupied by Citibank since the building's construction in 1989 and was most recently renovated in 2005. Citibank is currently renovating its space at a rate of approximately 3 floors per year. The One Court Square -- Citibank Property has a multi-level lobby of white marble, tinted glass, and black terrazzo flooring. The One Court Square -- Citibank Property contains many amenities including a fitness center and dining services. In addition, an ATM, florist, newsstand, gourmet coffee stand, and a branch of the Queens Public Library are on-site. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 28 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- ONE COURT SQUARE -- CITIBANK - -------------------------------------------------------------------------------- Citibank, N.A. (S&P "AA" / Moody's "Aa1" / Fitch "AA+") is the consumer and corporate banking arm of Citigroup, Inc. ("Citigroup") (NYSE: C). Citigroup, headquartered in New York City, is the largest financial services holding company in the world, providing a range of financial services to consumer and corporate customers around the globe. Citibank has operations in more than 40 countries and over 1,400 offices, more than half of which are in the United States. Citibank offers banking services to consumers and small businesses, offering deposits and loans, and utilizing Citigroup's range of financial services, by offering insurance and investment products. The credit card unit of Citibank is one of the largest users of space in the One Court Square -- Citibank Property. The One Court Square -- Citibank Property is located in Long Island City, Queens, New York, and is conveniently located just one subway stop (approximately three minutes) from Citibank's East 53rd Street Midtown Manhattan campus (which includes 399 Park Avenue, Citigroup Center (601 Lexington Avenue), and 875 Lexington Avenue). New York City's (E), (G), (V) trains each stop in the subway station located below the One Court Square -- Citibank Property. Access to the elevated (7) train is one block from the One Court Square -- Citibank Property and the elevated (N), (W) trains are also within a few blocks of the One Court Square -- Citibank Property. These subway trains along with the nearby Queensborough Bridge and Long Island Railroad's Hunters Point Avenue Station provide excellent access to the entire New York metropolitan area from the One Court Square -- Citibank Property. Access to Grand Central Station, Penn Station, and the Port Authority Bus Terminal is available without transferring trains via the subway lines listed above from the One Court Square -- Citibank Property. Citibank's lease expires on May 11, 2020, and has five, 5-year extension options. The current rent payable under the Citibank lease is $21.70 per square foot with rent steps of approximately 1% per annum resulting in a rental rate of $24.60 per square foot during the final year of the initial lease term. The rent payable during each extension option is equal to 95% of the then existing fair market rent. Citibank, upon 15 months prior written notice, has two options to surrender (each, a "Surrender Option") portions of its space consisting of two or more floors on or above the 6th floor of the One Court Square -- Citibank Property (the "Surrender Space"). Each Surrender Space may not exceed 280,326 square feet in the aggregate, however, each Surrender Option is independent of the other, consequently, Citibank could surrender up to 560,652 square feet of its space. If Citibank exercises a Surrender Option, Citibank is required to pay the borrower an amount equal to (a) no less than $6,300,000 for Citibank's exercise of the first Surrender Option and $6,500,000 for Citibank's exercise of the second Surrender Option, less (b) any costs and expenses for the installation of submeters, such amount not to exceed $500,000. The Surrender Option proceeds are required to be deposited into a tenant improvement and leasing commission reserve account that is collaterally assigned to lender. As additional collateral related to the Surrender Options, Reckson is required to post three letters of credit each in the amount of $10 million. The first $10 million letter of credit is required to be posted by September of 2013, the second $10 million letter of credit is required to be posted by March of 2014 and if a Surrender Option has been exercised, Reckson is required to post the third $10 million letter of credit by September of 2014. All letters of credit will be returned to the borrower if (i) no Surrender Option has been exercised by September 30, 2014 or (ii) a Surrender Option has been exercised and the cash flow is equal to the cash flow that would have existed if Citibank had not exercised its Surrender Option. In July 2005, Citigroup announced its intent to develop a new $200,000,000, 14-story, 475,000 square foot office tower across the street from the One Court Square -- Citibank Property. This new development is to be known as "Two Court Square". Citibank plans to relocate 1,500 employees from their Manhattan offices to Two Court Square. Once Two Court Square is constructed, Citibank will have a campus setting one subway stop from its midtown headquarters. In addition to constructing Two Court Square, Citigroup will fund an upgrade of the local subway connection to accommodate the influx of new jobs, installing an escalator connecting the G and Number 7 lines. o LOCK BOX ACCOUNT. All rents are required to be deposited into a lockbox and then swept daily to an account designated by the borrower. Upon the occurrence and during the continuance of a "reserve event", funds in the lockbox will be transferred to the cash collateral account and applied pursuant to the cash management agreement. A "reserve event" means the occurrence of (i) an event of default, as such term is defined in the One Court Square -- Citibank Whole Loan documents or (ii) the date after September 1, 2015. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 29 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- ONE COURT SQUARE -- CITIBANK - -------------------------------------------------------------------------------- o HYPER-AMORTIZATION. Commencing on the anticipated repayment date of September 1, 2015, if the One Court Square -- Citibank Whole Loan is not paid in full, the One Court Square -- Citibank Whole Loan enters into a hyper-amortization period through May 1, 2020. From and after the anticipated repayment date, the interest rate applicable to the One Court Square -- Citibank Whole Loan will increase to 2% over the greater of (a) 4.905% and (b) the yield calculated by linear interpolation (rounded to the nearest one-thousandth of one percent) of the yields of non-callable United States Treasury obligations with a 10-year term from such payment date, as determined by the lender. From and after the anticipated repayment date, (i) all excess cash flow is required to be swept into a lender controlled account and (ii) any and all letters of credit may be used to partially prepay the outstanding principal balance of the One Court Square -- Citibank Whole Loan. o MANAGEMENT. Cushman & Wakefield, Inc. ("Cushman") is the property manager for the One Court Square -- Citibank Property. Cushman is one of the largest property managers in the country and is the facilities managing agent for more than 100 million square feet of retail and office space in the United States. o FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. Holder(s) of the direct or indirect interests in the borrower are permitted to incur mezzanine debt, subject to certain conditions in the loan documents that include, but are not limited to: (i) the execution of an intercreditor agreement acceptable to lender and the rating agencies and (ii) rating agency confirmation. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 30 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 31 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- YAHOO! CENTER - -------------------------------------------------------------------------------- [YAHOO! CENTER PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 32 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- YAHOO! CENTER - ------------------------------------------------------------------------------- [YAHOO! CENTER LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 33 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- YAHOO! CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE $250,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 6.4% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR EOP Operating Limited Partnership and Teachers Insurance and Annuity Association of America OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.2740% MATURITY DATE October 1, 2015 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD (MOS.) 120 ORIGINAL TERM / AMORTIZATION TERM 120 / Interest Only REMAINING TERM / REMAINING AMORTIZATION TERM 119 / Interest Only LOCKBOX In-Place Hard, Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE No / No ONGOING MONTHLY RESERVES(2) TAX / INSURANCE Springing REPLACEMENT Springing TI/LC Springing ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $250,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $232 CUT-OFF DATE LTV RATIO 46.30% MATURITY DATE LTV RATIO 46.30% UW NCF DSCR 2.44x LOAN SHADOW RATING (MOODY'S / S&P)(1) Baa3 / BBB- - -------------------------------------------------------------------------------- (1) Moody's and S&P have confirmed in accordance with their respective methodologies that the Yahoo! Center Loan has credit characteristics consistent with that of an investment-grade rated obligation. (2) Upon the occurrence of a "Lockbox Event" (defined as such time that the debt service coverage ratio for the preceding quarter falls below 1.10x or an event of default occurs), the borrower will be required to make monthly deposits into the tax insurance reserve accounts in an amount as determined by the lender, monthly deposits in an amount equal to $25,133 into the capital expenditure reserve account and monthly deposits in an amount equal to $85,814 into the monthly tenant improvement and leasing reserve account. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- LOCATION Santa Monica, CA NUMBER OF MORTGAGED PROPERTIES 1 PROPERTY TYPE Office, Suburban SIZE (SF) 1,076,070 OCCUPANCY % AS OF SEPTEMBER 1, 2005 98.3% YEAR BUILT / YEAR RENOVATED 1984 / 1991 APPRAISED VALUE $540,000,000 PROPERTY MANAGEMENT Equity Office Management, L.L.C., (an EOP affiliate) UW ECONOMIC OCCUPANCY % 95.50% UW REVENUES $49,099,728 UW EXPENSES $15,171,247 UW NET OPERATING INCOME (NOI) $33,928,481 UW NET CASH FLOW (NCF) $32,591,144 - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 34 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- YAHOO! CENTER - -------------------------------------------------------------------------------- TENANT SUMMARY % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------------------- ---------------------- -------------- ---------- ---------- ------------- -------- -------------- Symantec Corporation(2) NR / NR / NR 242,909 22.6% $ 25.80 $ 6,266,186 19.3% 10/31/07 Yahoo! Inc.(2) BBB- / NR / NR 151,855 14.1% $ 35.77 $ 5,431,224 16.7% Various Rubin Postaer Associates NR / NR / NR 125,148 11.6% $ 36.16 $ 4,525,391 13.9% 12/31/10 Home Box Office, Inc. BBB+ / Baa1 / BBB+ 119,265 11.1% $ 25.81 $ 3,077,865 9.5% 6/30/19 Metro-Goldwyn-Mayer Studio(2) A- / A1 / NR 99,909 9.3% $ 36.78 $ 3,675,044 11.3% 12/31/09 Top 5 Tenants 739,086 68.7% $ 31.09 $22,975,710 70.8% Various Non-major Tenants 319,148 29.7% $ 29.70 $ 9,479,501 29.2% Various ------- ----- ------- ----------- ----- Occupied Total 1,058,234 98.3% $ 30.67 $32,455,211 100.0% Vacant Space 17,836 1.7% --------- ----- COLLATERAL TOTAL 1,076,070 100.0% ========= ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Yahoo! Inc. currently occupies 151,855 sq. ft. (including 46,513 square feet of space it is subleasing from Metro-Goldwyn-Mayer Studio ("MGM") with an obligation to take an additional 221,963 square feet of space by February 2008. Additionally, Yahoo! will soon occupy the remaining 99,909 square feet of space it is subleasing from MGM. The 440,797 total square feet of space does not include the 32,930 of current Yahoo! space which expires in March 2007. - -------------------------------------------------------------------------------- YAHOO! LEASE ANALYSIS: - -------------------------------------------------------------------------------- YAHOO! LEASE CURRENT YAHOO! SPACE: SQUARE FEET EXPIRATION --------------------- ----------- ---------- DIRECT LEASE 32,930 March 2007 46,513 December 2009 72,412 August 2015 ------ 151,855 SUBLEASE (FROM MGM): 99,909 December 2009 FUTURE YAHOO! MUST TAKE SPACE: ------------------------------ YAHOO! LEASE CURRENT TENANT SQUARE FEET MUST TAKE DATE EXPIRATION ---------------------- ------------- ---------------- -------------- Rysher 61,279 October 2006 August 2015 Edmunds.com 23,268 October 2006 August 2015 Danjaq 2,226 February 2007 August 2015 Symantec Corporation 135,190 October 2007 August 2015 -------- 321,872 TOTAL SPACE: 440,797 ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 35 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- YAHOO! CENTER - -------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - -------------- ------------- ------------------- ------------ ------------ --------------- --------------- ------------------- 2005 13 $ 28.24 44,350 4.12% 4.12% 3.54% 3.54% 2006 9 $ 34.04 22,665 2.11% 6.23% 2.18% 5.72% 2007 20 $ 27.98 185,052 17.20% 23.42% 14.63% 20.35% 2008 4 $ 37.04 38,553 3.58% 27.01% 4.04% 24.38% 2009 12 $ 36.45 166,561 15.48% 42.49% 17.15% 41.54% 2010 5 $ 36.05 135,383 12.58% 55.07% 13.79% 55.33% 2011 2 $ 29.27 52,342 4.86% 59.93% 4.33% 59.66% 2012 1 $ 30.37 832 0.08% 60.01% 0.07% 59.73% 2013 0 $ 0.00 0 0.00% 60.01% 0.00% 59.73% 2014 1 $ 25.20 745 0.07% 60.08% 0.05% 59.78% 2015 14 $ 39.04 294,375 27.36% 87.43% 32.47% 92.25% 2016 0 $ 0.00 0 0.00% 87.43% 0.00% 92.25% 2017 0 $ 0.00 0 0.00% 87.43% 0.00% 92.25% Thereafter 6 $ 23.37 117,376 10.91% 98.34% 7.75% 100.00% - ------- -- ------- ----- ------ TOTAL 87 1,058,234 98.34% 100.00% ========= ===== ====== (1) Under the terms of its current lease, Yahoo!'s obligation to take 221,963 square feet of space that expires as of February 2008 requires new leases with August 31, 2015 expirations dates and new rent terms. The lease rollover schedule reflects the new lease terms upon commencement and occupancy of this space. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 36 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- YAHOO! CENTER - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Yahoo! Center Loan") is secured by a first mortgage that encumbers a 15-acre six-building, 1,076,070 million square foot, class "A" office complex located in Santa Monica, California (the "Yahoo! Center Property"). The Yahoo! Center Loan has a cut-off date principal balance of $250,000,000. The Yahoo! Center Loan is acquisition financing and represents approximately 6.4% of the initial mortgage pool balance. S&P and Moody's have confirmed, in accordance with their respective methodologies, that the Yahoo! Center Mortgage Loan has credit characteristics consistent with obligations rated "BBB-" and "Baa3," respectively. The Yahoo! Center Loan was originated by German American Capital Corporation on September 9, 2005 and provides for interest-only payments for the term of the Yahoo! Center Loan. The Yahoo! Center Loan has a remaining term of 119 months and matures on October 1, 2015. The Yahoo! Center Loan may be prepaid without penalty on or after the 117th month of its term, and permits defeasance beginning two years after the issue date for the series CD 2005-C1 certificates. o THE BORROWER. The borrower, CA-Colorado Center, L.L.C., a Delaware limited liability corporation, is a special purpose bankruptcy remote entity. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Yahoo! Center Loan. The sponsors of the borrower are EOP Operating Limited Partnership, a Delaware limited partnership ("EOP") and Teachers Insurance and Annuity Association of America, a New York corporation ("TIAA"). EOP, headquartered in Chicago, Illinois, is the operating partnership for Equity Office Properties Trust ("EOP Trust") which is rated "Baa3" by Moody's and "BBB+" by S&P. EOP Trust is the nation's largest real estate investment trust. As of May 16, 2005, EOP owned approximately 678 office properties comprising approximately 123.6 million square feet of rentable office space in 18 states and the District of Columbia. As of June 30, 2005, EOP Trust (NYSE: EOP) had a trailing 12 month EBITDA of $2 billion, and $616 million of cash equity. EOP Trust was the first real estate company to be named to the S&P 500, and has a market capitalization of $12.43B. TIAA and its companion organization CREF, the College Retirement Equities Fund, form one of the largest private pension funds in the United States with more than $325 billion in assets under management. TIAA-CREF, headquartered in New York City, is also the largest institutional real estate investor in the nation, with a global portfolio of direct or indirect investments of $50 billion. TIAA is rated "AAA" by S&P and Fitch, "Aaa" by Moody's, and "A++" by A.M. Best Company. THE PROPERTY. The Yahoo! Center Property is Santa Monica's largest Class "A" office campus, encompassing an entire city block on Colorado Avenue between 26th Street and Cloverfield Boulevard. The Yahoo! Center Property is located in the center of Santa Monica's "Professional and Entertainment" or "Media District" within Los Angeles' largest submarket, the "Westside", and is just north of the Santa Monica Freeway (I-10) and two miles from the Pacific ocean. The Yahoo! Center Property benefits from easy access to the I-405 Freeway, Santa Monica Airport, LAX and public transportation. Based on the 2004 acquisition cost of $453,000,000, the sponsors have approximately $203,000,000 of hard cash equity in the Yahoo! Center Property. The Yahoo! Center Property features six low-rise office buildings, which, in the aggregate, comprise approximately 1,076,070 square feet of rentable space situated on approximately 15-acres of land with a fully landscaped network of walkways, fountains, plazas and seating areas. The Yahoo! Center Property was constructed in stages from 1984 through 1991 and was originally known as MGM Plaza, previously serving as Metro-Goldwyn-Mayer Studio's ("MGM") corporate headquarters. Parking is provided in a 2,980-space three-level subterranean parking garage for an overall parking ratio of approximately 2.77 spaces per 1,000 square feet. In 2004, Tishman Speyer, the previous owner, completed a $23.4 million renovation and base building capital improvement program. The Yahoo! Center Property includes large and flexible floor plates, city and mountain views and significant on-site amenities, including, but not limited to, basketball, racquetball, tennis and squash courts, a 20,000 square foot health and fitness center, a pool, specialty retail shops, a food court with outside seating areas, and a 3.5-acre public park. As of September 2005, the occupancy rate for the Yahoo! Center Property was approximately 98%. Yahoo! Inc. ("Yahoo!"), the largest tenant, currently occupies 151,855 square feet under leases that expires as follows: 32,930 square feet, in March 2007; 46,513 square feet, in December 2009; and the remaining space, in August 2015. Yahoo! is ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 37 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- YAHOO! CENTER - -------------------------------------------------------------------------------- obligated to take an additional 221,963 square feet in stages, the last portion to be leased by Yahoo! by February 1, 2008 at which time Yahoo! will occupy a total of 440,797 square feet, or approximately 41% of the net rentable area of the Yahoo! Center Property. Yahoo! is a leading global internet brand and one of the most trafficked internet destinations in the world. Yahoo!'s offerings to users and businesses fall into three categories: search and marketplace; information and content and communications and consumer services. As of September 2005, Yahoo! was rated "BBB-" by S&P. Yahoo! (NASDAQ: YHOO) was, as of October 5, 2005, valued at approximately $47.19 billion and on a trailing-twelve month period ending June of 2005, had annual revenues of approximately $4.41 billion. Yahoo! intends to utilize the Yahoo! Center Property as the headquarters for growing its content division. The second largest tenant is Symantec Corporation ("Symantec") which occupies approximately 242,909 square feet, or 22.6% of the net rentable area of the Yahoo! Center Property. Symantec is the world leader in providing solutions to help individuals and enterprises assure the security, availability, and integrity of their information. Solutions include anti-virus protection, e-mail filtering and mobile code detection technologies via Symantec's Norton Anti-Virus/Internet line of software. Headquartered in Cupertino, California, Symantec has operations in more than 40 countries. Symantec (NASDAQ: SYMC) was, as of October 5, 2005, valued at approximately $26.46 billion and on a trailing twelve month period ending June of 2005, had annual revenues of approximately $2.73 billion. The Symantec lease expires in October 2007, however, Yahoo! has an obligation to lease 135,190 square feet of the Symantec space upon expiration of the Symantec lease. The third largest tenant is Rubin Postaer & Associates ("RPA"), which occupies approximately 125,148 square feet, or 11.6% of the net rentable area of the Yahoo! Center Property. RPA is one of the largest private advertising companies on the west coast. The RPA lease expires in December 2010. The fourth largest tenant is Home Box Office, Inc. ("HBO"), a unit of Time Warner, Inc., which occupies approximately 119,265 square feet, or 11.1% of the net rentable area of the Yahoo! Center Property. HBO is one of the premier providers of pay-television in the United States. As of September 2005, Time Warner, Inc. was rated "Baa1" by Moody's, "BBB+" by S&P and "BBB+" by Fitch. Time Warner, Inc. was, as of October 5, 2005, valued at approximately $84.49 billion and on a trailing-twelve month period ending June of 2005 has annual revenues of approximately $42.27 billion. The HBO lease expires in January 2010. The fifth largest tenant is MGM, which leases approximately 99,909 square feet, or 9.3% of the net rentable area of the Yahoo! Center Property. MGM has the primary responsibility for running MGM Pictures and United Artists. In 2005, Kirk Kerkorian sold MGM to a consortium of investors led by Sony Corporation of America ("Sony"). As of September 2005, Sony was rated "A1" by Moody's and "A-" by S&P. Sony was, as of October 5, 2005, valued at approximately $33.46 billion and on a trailing 12 month period ending June of 2005, has annual revenues of approximately $62.24 billion. The MGM lease expires in December 2009. Yahoo will soon occupy this space it is subleasing from MGM. o LOCK BOX ACCOUNT. All rents are required to be deposited into a lockbox and then swept daily to an account designated and controlled by the borrower. Upon the occurrence and during the continuance of a "lockbox event," funds in the lockbox will be transferred to the cash collateral account and applied pursuant to the cash management agreement. A "lockbox event" means the occurrence of (i) an event of default, as such term is defined in the Yahoo! Center Loan documents or (ii) the date on which the debt service coverage ratio on a trailing 12 month basis is less than 1.10x. o MANAGEMENT. Equity Office Management, L.L.C, an affiliate of EOP, is the property manager for the Yahoo! Center Property. Equity Office Management manages approximately 123.6 million square feet of primarily Class "A" office space in approximately 700 buildings in 28 major metropolitan areas across the United States. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 38 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 39 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- MAINE MALL - ------------------------------------------------------------------------------- [MAINE MALL PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 40 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- MAINE MALL - ------------------------------------------------------------------------------- [MAINE MALL LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 41 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MAINE MALL(1) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $150,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 3.9% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR GGP Limited Partnership OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.8355% MATURITY DATE June 11, 2010 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 55 / 355 REMAINING TERM / REMAINING AMORTIZATION TERM 55 / 355 LOCKBOX In-Place Hard, Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE No / No ONGOING MONTHLY RESERVES(2) TAX / INSURANCE Springing REPLACEMENT Springing TI/LC Springing ADDITIONAL FINANCING(3) Yes MORTGAGE LOAN(4) LOAN COMBINATION(5) -------------------- ------------------- CUT-OFF DATE PRINCIPAL BALANCE $150,000,000 $228,657,190 CUT-OFF DATE PRINCIPAL BALANCE/SF $275 $420 CUT-OFF DATE LTV RATIO 44.38% 67.65 MATURITY DATE LTV RATIO 41.07% 62.60% UW NCF DSCR 1.82x 1.20x LOAN SHADOW RATING MOODY'S/S&P(6) Baa2/BBB - -------------------------------------------------------------------------------- (1) The Maine Mall Loan is part of a "loan combination" consisting of three (3) mortgage loans made to the same borrower and secured by the same mortgage lien: (a) the Maine Mall Loan, which has a cut-off date principal balance of $150,000,000 and will be included in the trust fund; and (b) two generally subordinate Maine Mall Non-Trust Loans, which have an aggregate cut-off date principal balance of $78,657,190 and will not be included in the trust fund. (2) Upon the occurrence and during the continuance of the trigger event with respect to the Maine Mall Loan, the borrower must pay to lender on each monthly payment date (a) one-twelfth of the taxes and insurance that lender reasonably estimates will be payable during the next following twelve months, (b) $10,501 ($0.23/SF/Year), up to a maximum of $126,012 (one year of collections) for replacement reserves and (c) $34,738 ($0.77/SF/Year), up to a maximum of $416,856 (one year of collections) for tenant improvements and leasing commissions. A "trigger event" means the occurrence of (i) an event of default under the Maine Mall Loan or (ii) the date on which the debt service coverage ratio (based on the Maine Mall Loan, the Maine Mall Non-Trust Loans and any permitted mezzanine debt) for the preceding twelve (12) consecutive months is less than 1.15x. A trigger event will continue until the applicable event of default is cured or waived or until the date on which the debt service coverage equals or exceeds 1.15x for twelve (12) consecutive months. (3) See "-- Mezzanine Debt" and "-- Additional Debt" below. (4) Calculated based on the Maine Mall Loan only. (5) Calculated based on the aggregate of the Maine Mall Loan and the Maine Mall Non-Trust Loans. (6) Moody's and S&P have confirmed, in accordance with their respective methodologies that the Maine Mall Loan has the credit characteristics consistent with that of an investment-grade rated obligation. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Portland, ME PROPERTY TYPE Retail, Regional Mall SIZE (SF)(7) 544,578 OCCUPANCY % AS OF MAY 31, 2005(7) 92.6% YEAR BUILT / YEAR RENOVATED 1971 / 1994 APPRAISED VALUE $338,000,000 PROPERTY MANAGEMENT General Growth Management, Inc. UW ECONOMIC OCCUPANCY % 95.4% UW REVENUES $24,987,185 UW EXPENSES $7,145,202 UW NET OPERATING INCOME (NOI) $17,841,984 UW NET CASH FLOW (NCF) $17,391,992 - -------------------------------------------------------------------------------- (7) Does not reflect the square footage of space held by tenants under a ground lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 42 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MAINE MALL - -------------------------------------------------------------------------------- TENANT SUMMARY(1) % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(2) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ----------------------------- ---------------------- -------------- ---------- ---------- ------------- ---------- -------------- Anchor Owned Macy's BBB/Baa1/NR SHADOW ANCHOR - NOT PART OF COLLATERAL Sears BB+/Ba1/BB SHADOW ANCHOR - NOT PART OF COLLATERAL Anchor Tenants Filene's (Ground Lease) BBB/Baa1/NR 125,000 16.5% $ 0.80 $ 100,000 0.7% 07/31/13 J.C. Penney (Ground Lease) BB+/Ba1/BB+ 85,898 11.4% $ 1.57 $ 135,000 0.9% 07/31/13 Best Buy BBB/Baa3/BBB 45,793 6.1% $ 19.00 $ 870,072 5.9% 01/31/14 Sports Authority NR/NR/NR 43,326 5.7% $ 13.45 $ 582,852 3.9% 06/30/07 Filene's Home BBB/Baa1/NR 40,873 5.4% $ 13.50 $ 551,786 3.7% 10/31/06 Linens N' Things NR/NR/NR 40,280 5.3% $ 10.00 $ 402,804 2.7% 01/31/15 ----------- ----- ------- ----------- ----- Total Anchor Tenants 381,170 50.5% $ 6.93 $ 2,642,513 17.8% Gap/Gap Kids BBB-/Baa3/BBB- 16,169 2.1% $ 37.34 $ 603,756 4.1% 01/31/11 Abercrombie & Fitch NR/NR/NR 10,525 1.4% $ 25.00 $ 263,124 1.8% 01/31/09 Chuck E. Cheese NR/NR/NR 10,000 1.3% $ 18.00 $ 180,000 1.2% 12/31/12 Pottery Barn NR/NR/NR 9,999 1.3% $ 25.00 $ 249,972 1.7% 01/31/15 Vinny T's of Boston NR/NR/NR 9,967 1.3% $ 18.42 $ 183,600 1.2% 01/31/14 ----------- ----- ------- ----------- ----- Top 5 In-Line Tenants 56,660 7.5% $ 26.13 $ 1,480,452 10.0% Non-major Tenants 277,538 36.7% $ 38.64 $10,724,832 72.2% ----------- ----- ------- ----------- ----- Occupied Total 715,368 94.7% $ 20.76 $14,847,798 100.0% Vacant Space 40,108 5.3% ----------- ----- COLLATERAL TOTAL 755,476 100.0% =========== ===== LEASE ROLLOVER SCHEDULE(1) WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ----------- ------------- ------------------- ---------- ------------ --------------- --------------- ------------------- 2005 2 $ 26.22 9,739 1.3% 1.3% 1.7% 1.7% 2006 17 $ 24.88 84,041 11.1% 12.4% 14.1% 15.8% 2007 9 $ 22.23 63,061 8.3% 20.8% 9.4% 25.2% 2008 6 $ 36.04 10,664 1.4% 22.2% 2.6% 27.8% 2009 13 $ 31.02 46,640 6.2% 28.3% 9.7% 37.6% 2010 16 $ 41.33 29,851 4.0% 32.3% 8.3% 45.9% 2011 10 $ 34.92 39,112 5.2% 37.5% 9.2% 55.1% 2012 17 $ 39.22 54,363 7.2% 44.7% 14.4% 69.4% 2013 10 $ 3.98 227,314 30.1% 74.8% 6.1% 75.5% 2014 5 $ 21.60 65,600 8.7% 83.4% 9.5% 85.1% 2015 10 $ 23.03 81,641 10.8% 94.2% 12.7% 97.7% -- ------- ---- ---- TOTALS 115 712,026 94.2% 97.7% ======= ==== ==== (1) Calculated using 755,476 square feet, which includes tenants that occupy space pursuant to ground leases. (2) Certain ratings are those of the parent whether or not the parent guarantees the lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 43 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MAINE MALL - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Maine Mall Loan") is secured by a first mortgage encumbering certain of the anchor space and in-line tenant space at a regional mall located in Portland, Maine (the "Maine Mall Property"). The Maine Mall Loan has a cut-off date principal balance of $150,000,000 and represents approximately 3.9% of the initial mortgage pool balance. The Maine Mall Loan was originated on June 9, 2005 and is part of a loan combination consisting of three (3) mortgage loans with an aggregate principal amount of $228,657,190, two of which are in the principal amounts of $41,527,238 and $37,129,952 and will not be included in the trust. The Maine Mall non-trust loans are generally subordinate in right of payment to the Maine Mall Loan. The Maine Mall Loan has a remaining term of 55 months and matures on June 11, 2010. The Maine Mall Loan may be prepaid on or after December 11, 2009, and permits defeasance with United States government obligations beginning 2 years after the issue date for the series CD 2005-C1 certificates. o THE BORROWER. The borrower is GGP-Maine Mall L.L.C. a special purpose entity structured to be bankruptcy remote. The sponsor of the borrower is GGP Limited Partnership. The majority of GGP Limited Partnership is owned by General Growth Properties, Inc. ("GGP"), a publicly traded real estate investment trust ("REIT") (NYSE:GGP). GGP and its predecessor companies have been in the shopping center business as a buyer, seller, developer, and manager of real estate since 1954. As one of the largest regional mall REITs in the U.S., GGP owns, develops, operates, and/or manages shopping malls in over 40 states. GGP also is one of the largest third-party managers for owners of regional malls. o THE PROPERTY. The Maine Mall Property includes 544,578 square feet that is part of a 1.04 million square feet regional shopping center situated on approximately 105.6 acres. The Maine Mall Property was constructed in 1971, expanded in 1983 and renovated in 1994. The Maine Mall Property is located in Portland, Maine, within the Portland, Maine metropolitan statistical area. As of May 31, 2005, the occupancy rate for the Maine Mall Property was approximately 92.6%. The largest tenant is Best Buy Co., Inc. ("Best Buy") occupying 45,793 square feet, or approximately 8.4% of the net rentable area. Best Buy (NYSE: BBY) is one of the largest consumer electronics retailers in the United States and operates approximately 700 stores across the country, as well as Magnolia Audio Video stores and more than 100 Future Shop locations in Canada. In addition to selling products, the stores offer installation and maintenance services, technical support, and subscriptions for cell phone and Internet services. The big box stores average over 40,000 square feet and are located in over 48 states. As of September 2005, Best Buy was rated "Baa3" by Moody's and "BBB" by S&P. The Best Buy lease expires in January 2014. The second largest tenant is The Sports Authority Inc. ("Sports Authority"), occupying 43,326 square feet, or approximately 8.0% of the net rentable area. Sports Authority is one of the largest sporting goods retailers in the United States, operating approximately 385 stores in 45 states. The company sells sports equipment, general merchandise, shoes, and apparel in its traditional stores and online store. The Sports Authority lease expires in June 2007. The third largest tenant is Filene's Home Store ("Filene's Home"), occupying 40,873 square feet, or approximately 7.5% of the net rentable area. Filene's Home is a specialty retailer under the Filene's department stores, focusing on home furnishings, including indoor and outdoor furniture and interior design products. Operated by the May Department Stores Company (NYSE: MAY), Filene's and Filene's Home are just two of several retail chains run by the company in the United States. In February 2005, Federated Department Stores, Inc. (NYSE: FD) and May Department Stores Company announced that they have entered into a merger agreement and pursuant to which several stores will be closed. In addition to the Filene's Home, there is also a Filene's at the Maine Mall Property. Both Filene's stores at the Maine Mall Property. Both Filene's stores are obligated to pay rent through the term of the respective leases. As of September 2005, Federated Department Stores, Inc. was rated "Baa1" by Moody's and "BBB" by S&P. The Filene's Home lease expires in October 2006 and the Filene's ground lease expires in July 2013. o LOCK BOX ACCOUNT. All rents are required to be deposited into a lockbox and are to be swept daily into the borrower's account. Following the occurrence and continuance of a "trigger event" with respect to the Maine Mall Loan, funds in the lockbox will be transferred daily to a cash collateral account and applied pursuant to a cash management agreement. Upon the cure of the trigger event, funds will again be swept daily from the lockbox to the borrower's account. A "trigger event" means the occurrence of (i) event of default under the Maine Mall Loan or (ii) the date on which the debt service coverage ratio (based on the Maine Mall Loan, the Maine Mall Non-Trust Loans and any permitted mezzanine debt) for the preceding twelve (12) consecutive ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 44 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- MAINE MALL - -------------------------------------------------------------------------------- months is less than 1.15x. A trigger event will continue until the applicable event of default is cured or waived or until the date on which the debt service coverage ratio equals or exceeds 1.15x for twelve (12) consecutive months. o MANAGEMENT. The borrower is the property manager for the Maine Mall Property. o MEZZANINE DEBT. The sole member of borrower is permitted to obtain mezzanine financing secured by its ownership interest in the borrower, subject to, among other conditions: (i) a maximum loan-to-value ratio (based on the aggregate balances of the Maine Mall Loan, the Maine Mall Non-Trust Loan and the mezzanine debt) of 70%; (ii) if the mezzanine debt bears interest at a floating rate, the maintenance of an interest rate cap agreement during the term of the mezzanine loan with a strike price that results in a debt service coverage ratio (based on the aggregate debt service payments under the Maine Mall Loan, the Maine Mall Non-Trust Loans and the mezzanine debt) of no less than 1.20x; (iii) if the mezzanine debt bears interest at a fixed rate, a weighted average debt service constant (based on the aggregate balances of the Maine Mall Loan, the Maine Mall Non-Trust Loans and the mezzanine debt) of no greater than 6.3218%; (iv) the debt service coverage ratio (based on the aggregate debt service payments under the Maine Mall Loan, the Maine Mall Non-Trust Loans and the mezzanine debt) immediately following the closing of the mezzanine debt will not be less than 1.20x (with the interest rate for any portion of the mezzanine debt that bears interest at a floating rate calculated using the strike price referred to in clause (ii) above); (v) rating agency confirmation; and (vi) an intercreditor agreement in form and substance acceptable to the rating agencies and reasonably acceptable to the lender. o ADDITIONAL DEBT. The holders of indirect ownership interests in the borrower are permitted to pledge their interests as security for additional debt, provided that, among other things, the following conditions are satisfied: (i) no event of default under the Maine Mall Loan has occurred and is continuing, (ii) the pledge is to a "qualified pledgee" or is subject to the lender's prior written consent, which may be withheld in the lender's sole and absolute discretion, provided that the lender's consent may not be unreasonably withheld, if the borrower has delivered (A) rating agency confirmation that the pledge will not, in and of itself, result in a downgrade, withdrawal or qualification of the ratings assigned to the series CD 2005-C1 certificates and (B) a substantive non-consolidation opinion reasonable acceptable to the lender and the rating agencies, and (iii) in the event the property manager of the Maine Mall Property will change in connection with the pledge, the replacement property manager must meet the conditions of a substantive manager set forth in the related loan documents. Pledges of equity to or from affiliates of the borrower are also permitted. A "qualified pledgee" generally means (i) one or more institutional entities that (A) has total assets (in name or under management) in excess of $650,000,000, and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity of $250,000,000; and (B) is regularly engaged in the business of making or owning commercial real estate loans or commercial loans secured by a pledge of interests in a mortgage borrower or owning and operating commercial mortgage properties; or (ii) an entity for which the borrower has obtained rating agency confirmation that the pledge to such entity will not, in and of itself, result in a downgrade, withdrawal or qualification of the ratings assigned to the series CD 2005-C1 certificates. o PARTIAL RELEASES. The related loan documents permit the borrower to obtain the release of one or more parcels or outlots proposed to be transferred to a third party in connection with the expansion or other development of the Maine Mall Property upon satisfaction of certain conditions, including but not limited to, that (i) no default or event of default has occurred and is continuing under the Maine Mall Loan, (ii) the parcel is vacant, non-income producing and unimproved and (iii) each rating agency rating the series CD 2005-C1 certificates has confirmed that the release will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned to the series CD 2005-C1 certificates. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 45 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- 100 EAST PRATT - ------------------------------------------------------------------------------- [100 EAST PRATT PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 46 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- 100 EAST PRATT - ------------------------------------------------------------------------------- [100 EAST PRATT LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 47 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - ------------------------------------------------------------------------------- 100 EAST PRATT - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $105,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR Wells Real Estate Investment Trust II, Inc., a Maryland corporation OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.0775% MATURITY DATE September 11, 2015 AMORTIZATION TYPE Interest Only/ARD INTEREST ONLY PERIOD (MOS.) 120 ORIGINAL TERM / AMORTIZATION TERM 120 / Interest Only REMAINING TERM / REMAINING AMORTIZATION TERM 118 / Interest Only LOCKBOX In-Place Hard UP-FRONT RESERVES TAX/INSURANCE No / No TI/LC(1) $19,029,390 RENT ABATEMENT(2) $2,608,436 ONGOING MONTHLY RESERVES(3) TAX/INSURANCE Springing ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $105,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $160 CUT-OFF DATE LTV RATIO 50.36% MATURITY DATE LTV RATIO 50.36% UW NCF DSCR 2.45x LOAN SHADOW RATING MOODY'S/S&P(4) Baa3/BBB- - ------------------------------------------------------------------------------- (1) The Up-Front TI/LC reserve represents $18,848,200 for the space under the T. Rowe Price lease, $126,390 for the space under the Atlantic Trust Company lease, and $54,800 for space under the Sotto Cafe lease. (2) At closing, the borrower deposted an amount of $2,608,436 for rent abatement with allocated amounts of $2,600,399 for T. Rowe Price and $8,037 for Sotto Cafe. The T. Rowe. Price portion of the rent abatement reserve will be released monthly up through and including October 1, 2006 upon lender's receipt of borrower's written request on or after September 6, 2005, together with reasonably acceptable evidence that the T. Rowe Price Lease is in full force and effect as of the date of borrower's request and the tenant is in occupancy of the demised premises at the property as of such date. The Sotto Cafe portion of the rent abatement reserve will be released monthly up through and including October 1, 2005 upon lender's receipt of Borrower's written request on or after September 6, 2005, together with reasonably acceptable evidence that the Sotto Cafe Lease is in full force and effect as of the date of Borrower's request, the tenant is in occupancy of the demised premises at the property as of such date and has commenced paying rent on such premises as of such date. (3) A "trigger event" means the occurrence of (i) an event of default under the 100 East Pratt Loan or (ii) the date on which the NOI debt yield, which is calculated as the actual NOI divided by the outstanding principal balance, is less than or equal to 10.5%. A trigger event will continue until the applicable event of default is cured or waived or until the date on which the NOI debt yield exceeds 10.5% for three (3) consecutive months. Upon the occurrence and during the continuance of the trigger event with respect to the 100 East Pratt Loan, the borrower shall pay to lender on each monthly payment date (a) one-twelfth of the taxes and insurance that lender reasonably estimates will be payable during the next ensuring twelve months. (4) Moody's and S&P have confirmed that the 100 East Pratt Loan has the credit characteristics consistent with that of an investment-grade rated obligation. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Baltimore, MD PROPERTY TYPE Office, CBD SIZE (SF) 655,587 OCCUPANCY % AS OF MAY 31, 2005 93.7% YEAR BUILT / YEAR RENOVATED 1975 & 1991 / NAP APPRAISED VALUE $208,500,000 PROPERTY MANAGEMENT Boston Properties Limited Partnership UW ECONOMIC OCCUPANCY % 94.5% UW REVENUES $23,242,324 UW EXPENSES $9,274,480 UW NET OPERATING INCOME (NOI) $13,967,845 UW NET CASH FLOW (NCF) $13,268,983 - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 48 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- 100 EAST PRATT - -------------------------------------------------------------------------------- TENANT SUMMARY % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------- ---------------------- -------------- ---------- ---------- ------------- ---------- -------------- T.Rowe Price Associates Inc. NR/NR/NR 379,043 57.8% $ 18.74 $ 7,105,003 50.7% 06/30/17 Tydings & Rosenberg LLP NR/NR/NR 39,138 6.0% $ 31.51 $ 1,233,199 8.8% 07/31/07 Merrill Lynch A+/Aa3/AA- 30,566 4.7% $ 32.99 $ 1,008,372 7.2% 11/30/12 M&T Bank A-/A3/A- 21,107 3.2% $ 30.38 $ 641,336 4.6% 06/30/10 IBM A+/A1/AA- 15,971 2.4% $ 28.00 $ 447,188 3.2% 06/30/12 ------- ----- ------- ----------- ----- Top 5 Tenants 485,825 74.1% $ 21.48 $10,435,098 74.5% Non-major Tenants 128,701 19.6% $ 27.75 $ 3,570,810 25.5% ------- ----- ------- ----------- ----- Occupied Total 614,526 93.7% $ 22.79 $14,005,909 100.0% Vacant Space 41,061 6.3% ------- ----- COLLATERAL TOTAL 655,587 100.0% ======= ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. LEASE ROLLOVER SCHEDULE WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ----------- ------------- ------------------- ---------- ------------ --------------- --------------- ------------------- 2005 2 $ 27.48 2,457 0.4% 0.4% 0.5% 0.5% 2006 1 $ 32.64 5,806 0.9% 1.3% 1.4% 1.8% 2007 8 $ 30.72 89,714 13.7% 14.9% 19.7% 21.5% 2008 3 $ 34.23 7,343 1.1% 16.1% 1.8% 23.3% 2009 1 $ 30.90 7,390 1.1% 17.2% 1.6% 24.9% 2010 5 $ 30.50 47,734 7.3% 24.5% 10.4% 35.3% 2011 0 $ 0.00 0 0.0% 24.5% 0.0% 35.3% 2012 4 $ 30.96 54,075 8.2% 32.7% 12.0% 47.3% 2013 1 $ 30.69 7,475 1.1% 33.9% 1.6% 48.9% 2014 0 $ 0.00 0 0.0% 33.9% 0.0% 48.9% 2015 1 $ 22.00 2,192 0.3% 34.2% 0.3% 49.3% - ------ ---- ---- TOTALS 26 224,186 34.2% 49.3% ======= ==== ==== ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 49 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- 100 EAST PRATT - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "100 East Pratt Loan") is secured by a first mortgage encumbering an office building located in Baltimore, Maryland (the "100 East Pratt Property"). The 100 East Pratt Loan has a cut-off date principal balance of $105,000,000 represents approximately 2.7% of the initial mortgage pool balance. The 100 East Pratt Loan was originated on September 6, 2005. The 100 East Pratt Loan provides for interest-only payments for the entire 120 months of its term. The 100 East Pratt Loan has a remaining term of 118 months through the anticipated repayment date (the "ARD Date") occurring on September 11, 2015, with a maturity date of June 11, 2017, subject to lender's option to accelerate the maturity date to the ARD Date. The 100 East Pratt Loan may be prepaid on or after July 11, 2015, and permits defeasance with United States government obligations beginning 2 years after the issue date for the series CD 2005-C1 certificates. o THE BORROWER. The borrower is Wells REIT II -- 100 East Pratt LLC, a special purpose entity structured to be bankruptcy remote. The sponsor of the borrower is Wells Real Estate Investment Trust II, Inc., a Maryland corporation ("Wells REIT II"). Created in 2003, Wells REIT II is managed by Wells Real Estate Funds as an investment vehicle for individual investors to acquire high-quality commercial properties. Its primary focus is on office and industrial properties leased long term to high-quality tenants throughout the United States. Wells REIT II owns properties in approximately thirteen states and the District of Columbia. A Maryland Indemnity Deed of Trust ("IDOT") guarantor structure was utilized to own the 100 East Pratt Property. The IDOT guarantor/property owner is 100 East Pratt Street Business Trust, a Maryland business trust (the "Trust"). The sole trustee and sole beneficiary of the Trust is the borrower. o THE PROPERTY. The 100 East Pratt Property is an approximately 655,587 square foot office building situated on approximately 2.1 acres. The 100 East Pratt Property was constructed in 1975 and 1991. The original building consisted of a ten-story structure. In 1991, a 28-story tower and garage were added, abutting to the existing structure. The 100 East Pratt Property is located in Baltimore, Maryland, within the Baltimore metropolitan statistical area. As of May 31, 2005, the occupancy rate for the 100 East Pratt Property was approximately 93.7%. The largest tenant is T.Rowe Price Associates Inc. ("T.Rowe Price") occupying 379,043 square feet, or approximately 57.8% of the net rentable area. Founded in 1937, T.Rowe Price (NASDAQ: TROW) is a global investment management firm for institutional and individual investors worldwide and headquartered at the 100 East Pratt Property. It provides an array of mutual funds, sub-advisory services, and separate account management for investors, retirement plans, and financial intermediaries. The T.Rowe Price lease expires in June 2017. The second largest tenant is Tydings & Rosenberg LLP ("Tydings & Rosenberg"), occupying 39,138 square feet, or approximately 6.0% of the net rentable area. Tydings & Rosenberg is a mid-sized law firm and headquartered at the 100 East Pratt Property with additional offices in Washington, DC and Towson, MD. The Tydings & Rosenberg lease expires in July 2007. The third largest tenant is Merrill Lynch ("Merrill Lynch"), occupying 30,566 square feet, or approximately 4.7% of the net rentable area. Founded in 1914, Merrill Lynch is a leading financial management and advisory company with offices in approximately 36 countries. As of September 2005, Merrill Lynch was rated "Aa3" by Moody's and "A+" by S&P. The Merrill Lynch lease expires in November 2012. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lock box account under the lender's control, and transferred to a lender-controlled cash management account. After payment of monthly debt service and funding of the reserve accounts, excess cash flow in the cash management account will be swept daily into an account under borrower's control, except (i) if event of default exists or a periodically measured "NOI Debt Yield" (based upon actual net operating Income of the Property over the principal Indebtedness of the 100 East Pratt Street Loan) falls below 10.5%, such excess cash flow will be swept daily to a Lender-controlled account until such event of default no longer exists, or until the NOI Debt Yield has been at least 10.5% for 3 consecutive months, as applicable, and (ii) after the ARD Date, until the 100 East Pratt Loan is paid in full (the "Hyper-amortization Period") such excess cash flow will be swept daily into a Lender-controlled account to be applied (with any excess cash flow held for prior periods if excess cash flow continues to be held under the provisions outline in the preceding clause (i) on and after the ARD Date first to the principal indebtedness and the remainder to excess interest to the extent accruing at the differential between the interest rate in effect prior to the ARD Date and the ARD Rate (so long as no event of default exists). ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 50 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- 100 EAST PRATT - -------------------------------------------------------------------------------- o HYPER-AMORTIZATION. If the lender does not exercise its option to elect that the 100 East Pratt Loan be due on or prior to the ARD Date, commencing on the anticipated repayment date of September 11, 2015, then if the 100 East Pratt Loan is not paid in full, the 100 East Pratt Loan enters into a Hyper-amortization Period and the interest rate applicable to the 100 East Pratt Loan during the Hyper-amortization Period will increase to a rate (the "ARD Rate") equal to the greater of (i) the initial interest rate plus 2% or (ii) a specified Treasury yield plus 2%. o MANAGEMENT. Boston Properties Inc. (NYSE:BXP) is the property manager for the 100 East Pratt Property. Founded in 1970, Boston Properties, a self-administered and self-managed real estate investment trust, is one of the largest owners, managers, and developers of first-class office properties in the United States, with a significant presence in four core markets: Boston, Washington, D.C., Midtown Manhattan and San Francisco. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 51 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- TPMC PORTFOLIO - -------------------------------------------------------------------------------- [TPMC PORTFOLIO PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 52 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- TPMC PORTFOLIO - -------------------------------------------------------------------------------- [TPMC PORTFOLIO LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 53 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- TPMC PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $105,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR David R. Weinreb OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.4000% MATURITY DATE May 11, 2015 AMORTIZATION TYPE Partial IO/Balloon INTEREST ONLY PERIOD (MOS.) 48 ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 114 / 360 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes REPLACEMENT $151,482 FREE & PREPAID RENT(1) $1,281,334 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $12,624 TI/LC(2) $75,000 ADDITIONAL FINANCING(3) Yes CUT-OFF DATE PRINCIPAL BALANCE $105,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $151 CUT-OFF DATE LTV RATIO 72.21% MATURITY DATE LTV RATIO 65.77% UW NCF DSCR 1.36x - -------------------------------------------------------------------------------- (1) At closing, the borrower deposited an amount of $1,281,334 in the Post Oak Rent Escrow Account for General Electrics's free rent and American Federated's prepaid rent. Disbursements by lender to the Post Oak Collection Account shall be: (i) $180,423.67 on each payment date in the months of June, July, August, September, October, November and December of 2005 for GE and American Federated, and (ii) $4,592 on each payment date in the months of January, February, and March of 2006, with the remainder after such payments to be disbursed from the Post Oak Rent Escrow Account to the Post Oak Collection Account on the payment date in April, 2006 for American Federated only; provided that at the time of any such disbursement no Event of Default exists. (2) The TI/LC reserve will be collected up to a maximum of $2,000,00 and will be replenished should the reserve balance fall below $2,000,000. (3) See "-- Mezzanine Debt" below. (4) Calculated without regard to the square footage of the Innova Parking Garage Property. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 4 LOCATION Houston, TX PROPERTY TYPE Various SIZE (SF)(4) 696,654 OCCUPANCY % AS OF MARCH 31, 2005(4) 92.3% YEAR BUILT / YEAR RENOVATED 1971, 1999 / 2000 APPRAISED VALUE $145,400,000 PROPERTY MANAGEMENT TPMC Realty Corporation UW ECONOMIC OCCUPANCY % 92.3% UW REVENUES $16,326,596 UW EXPENSES $6,055,344 UW NET OPERATING INCOME (NOI) $10,271,251 UW NET CASH FLOW (NCF) $9,654,060 - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 54 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- TPMC PORTFOLIO - -------------------------------------------------------------------------------- TENANT SUMMARY % OF NET % OF DATE OF RATINGS NET RENTABLE RENTABLE ACTUAL LEASE TENANT NAME S&P/MOODY'S/FITCH(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------------ ---------------------- -------------- ---------- ---------- ------------- ---------- ----------- Edwards Entertainment, Inc. BB-/B3/NR 120,000 17.2% $ 16.50 $ 1,980,000 15.4% 10/31/19 NetIQ NR/NR/NR 115,353 16.6% $ 20.00 $ 2,307,060 17.9% 07/31/14 General Electric Company AAA/Aaa/AAA 105,499 15.1% $ 20.00 $ 2,109,980 16.4% 02/28/15 Cooper Cameron Corporation BBB+/Baa1/NR 66,750 9.6% $ 23.00 $ 1,535,250 11.9% 08/31/11 South Trust Bank A+/Aa2/AA- 34,514 5.0% $ 22.93 $ 791,346 6.1% 12/31/06 Top 5 Tenants 442,116 63.5% $ 19.73 $ 8,723,636 67.7% Non-major Tenants 200,864 28.8% $ 20.74 $ 4,166,813 32.3% ------- ----- ------- ----------- ----- Occupied Total 642,980 92.3% $ 20.05 $12,890,449 100.0% Vacant Space 53,674 7.7% ------- ----- COLLATERAL TRUST 696,654 100.0% ======= ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. LEASE ROLLOVER SCHEDULE WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ----------- ------------- ------------------- ---------- ------------ --------------- --------------- ------------------- 2005 1 $ 22.00 991 0.1% 0.1% 0.2% 0.2% 2006 3 $ 20.53 40,185 5.8% 5.9% 6.4% 6.6% 2007 7 $ 22.78 63,161 9.1% 15.0% 11.2% 17.7% 2008 6 $ 21.10 23,007 3.3% 18.3% 3.8% 21.5% 2009 6 $ 21.32 53,430 7.7% 25.9% 8.8% 30.3% 2010 2 $ 23.26 2,836 0.4% 26.4% 0.5% 30.8% 2011 3 $ 22.96 72,407 10.4% 36.7% 12.9% 43.7% 2012 3 $ 20.71 25,178 3.6% 40.4% 4.0% 47.8% 2013 1 $ 22.00 3,755 0.5% 40.9% 0.6% 48.4% 2014 1 $ 20.00 115,353 16.6% 57.5% 17.9% 66.3% 2015 2 $ 20.06 112,677 16.2% 73.6% 17.5% 83.9% - ------- ---- ---- TOTALS 35 512,980 73.6% 83.9% ======= ==== ==== TPMC PORTFOLIO CUT-OFF DATE OCCUPANCY % PROPERTY ALLOCATED LOAN YEAR BUILT/YEAR PROPERTY (AS OF MARCH UNDERWRITTEN NET PROPERTY NAME LOCATION BALANCE RENOVATED SIZE 31, 2005) APPRAISED VALUE CASH FLOW - -------------------------- ------------- ---------------- ---------------- --------- -------------- --------------- ---------------- Park Tower South Houston, TX 35,000,000 1971/2000 272,701 96.0% 53,000,000 3,347,878 Park Tower South Houston, TX 33,000,000 1971/2000 272,642 91.8% 46,000,000 3,110,150 Innova Parking Garage Houston, TX 19,000,000 1999/NAP 672,525 NAP 25,300,000 1,540,907 Innova Theater and Retail Houston, TX 18,000,000 1999/NAP 151,311 86.4% 21,100,000 1,655,125 ---------- ---------- --------- 105,000,000 92.3% 145,400,000 9,654,060 =========== =========== ========= ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 55 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- TPMC PORTFOLIO - -------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "TPMC Portfolio Loan") is secured by a first mortgage encumbering two office buildings (the "Park Towers North Property" and the "Park Towers South Property"), one theater retail center (the "Innova Theater and Retail Property") and one parking garage (the "Innova Parking Garage Property"), (collectively, the "TPMC Portfolio Properties"), all located in Houston, Texas. The TPMC Portfolio Loan was originated on May 10, 2005 and has a principal balance as of the cut-off date of $105,000,000 and represents approximately 2.7% of the initial mortgage pool balance. The TPMC Portfolio Loan provides for interest-only payments for the first 48 months of its term, and thereafter, fixed monthly payments of principal and interest. The TPMC Portfolio Loan has a remaining term of 114 months and matures on May 11, 2015. The TPMC Portfolio Loan may be prepaid on or after February 11, 2015, and permits defeasance with United States government obligations beginning 2 years after the issue date for the series CD 2005-C1 certificates. o THE BORROWER. The borrowers are Post Oak Realty Partners, L.P. and Innova Entertainment Partners, L.P., both special purpose entities structured to be bankruptcy remote. The sponsor of the borrowers is David Weinreb. Mr. Weinreb is the owner of TPMC Realty Corporation, a Dallas based investment firm specializing in the acquisition, repositioning, and disposition of underperforming real estate. Mr. Weinreb has an extensive background in property acquisition, leasing, and management. o THE PROPERTIES. The Park Towers North Property, Park Towers South Property and Innova Theater and Retail Property are approximately 696,654 square feet. The Innova Parking Garage consists of a 2,200 space parking garage. The Park Towers North Property and Park Towers South Property were constructed in 1971 and extensively renovated in 2000 and also contains a six-level above ground parking garage containing 1,804 parking spaces. The Innova Theater/Retail Property and Innova Parking Garage were constructed in 1999. The TPMC Portfolio Properties are located in Houston, Texas, within the Houston, Texas metropolitan statistical area. As of March 31, 2005, the occupancy rate for the Park Towers North Property was 91.9%, the Park Towers South was 96.0% and the Innova Theater/Retail Property was 86.4%. The largest tenant is Edwards Entertainment, Inc. ("Edwards Theatres") occupying 120,000 square feet, or approximately 17.2% of the total net rentable area and 79.3% of the Innova Theater and Retail Property. Edwards Theatres is a wholly-owned subsidiary of Regal Entertainment Group ("Regal"), which also operates Regal Cinemas, United Artists Theatres, and Hoyts Cinemas. Through these three brands Regal operates more than 6,000 screens in over 550 locations in approximately 40 states, making it one of the largest motion picture exhibitors. As of September 2005, Edwards Theatres was rated "B3" by Moody's and "BB-" by S&P. The Edwards Theatres lease expires in October 2019. The second largest tenant is NetIQ ("NetIQ"), occupying 115,353 square feet, or approximately 16.6% of the total net rentable area and 42.3% of the Park Towers North Property. NetIQ, d.b.a. Pentasafe Security Technologies ("Pentasafe"), is a provider of solutions for managing, securing and analyzing computing infrastructures, from back-end networks and servers to front-line applications and Web servers. Pentasafe has consolidated its Houston-area operations into the TPMC Portfolio Properties. The NetIQ lease expires in July 2014. The third largest tenant is General Electric Company ("GE"), occupying 105,499 square feet, or approximately 15.1% of the total net rentable area and 38.7% of the Park Towers South Property. GE is a diversified company that produces, among many items, transportation equipment, appliances, electric distribution and control equipment, medical equipment, and plastics. In addition, it has an extensive financial arm and is involved in television network operations. As of September 2005, GE was rated "Aaa" by Moody's and "AAA" by S&P. The GE lease expires in February 2015. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lock box account under the lender's control and swept each business day to a lender-controlled cash management account. So long as no event of default exists, amounts in the cash management account are applied to pay debt service, reserves (including operating expense reserves) and other amounts due under the loan documents in the order set forth in the loan agreement. After payment of such amounts, all remaining amounts in the cash management account are to be paid (a) if a permitted mezzanine loan is outstanding, to the mezzanine lender at such location as the borrower and the mezzanine lender jointly direct, or (b) if no disbursement is made to a permitted mezzanine lender under (a) above, to the borrower. If an event of default exists, then all available funds shall be applied as determined by lender in the lender's sole and absolute discretion or retained by the lender in such lender-controlled accounts (which may include reserve accounts) as the lender may select. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 56 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- TPMC PORTFOLIO - -------------------------------------------------------------------------------- o MEZZANINE DEBT. The mezzanine loan (the "TPMC Portfolio Mezzanine Loan") is secured by the mezzanine borrower's ownership interest in Post Oak Realty Partners, L.P. and Innova Entertainment Partners, L.P. under the TPMC Portfolio Loan. The TPMC Portfolio Mezzanine Loan has a cut-off balance of $25,860,000. The TPMC Portfolio Mezzanine Loan provides for interest-only payments at 10.5% for the first 48 months of its term, and thereafter, fixed monthly payments of principal and interest based on a 30-year amortization schedule. The TPMC Portfolio Mezzanine Loan matures one day prior to the TPMC Portfolio Loan. o PARTIAL RELEASES. After May 2008 and prior to February 2015, the related loan documents permit the borrower to obtain the release of any of the TPMC Portfolio Properties upon satisfaction of certain conditions, including among others, that (i) no event of default has occurred and is continuing, (ii) the loan-to-value does not exceed 72.2%, (iii) the debt service coverage ratio is not less than 1.22x. The TPMC Portfolio Loan must be partially defeased in the amount of 125% of the allocated loan amount for the released parcel(s) as a condition to a release. The allocated loan amounts are $18,000,000 for the Innova Theater and Retail Property, $19,000,000 for the Innova Parking Garage Property, $33,000,000 for the Park Towers North Property and $35,000,000 for the Park Towers South Property. The release of the Innova Parking Garage Property requires the borrower to obtain adequate parking for any agreement with the theater tenant at the Innova Theater/Retail Property and the agreement with Koch Industries pursuant to the parking lease. Koch Industries leases 1,200 parking spaces at the Innova Parking Garage Property. The Koch Industries building is connected by a skyway to the Innova Parking Garage Property. Subject to certain limitations, the related loan documents permit the borrower to obtain the release of certain undeveloped land and air rights parcels on the TPMC Portfolio Properties without a partial defeasance or payment of a release price. o MANAGEMENT. TPMC Realty Corporation is the property manager for the TPMC Portfolio Properties. The property manager is affiliated with the sponsor. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 57 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- FLORENCE MALL - ------------------------------------------------------------------------------- [FLORENCE MALL PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 58 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 - -------------------------------------------------------------------------------- FLORENCE MALL - ------------------------------------------------------------------------------- [FLORENCE MALL LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 59 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FLORENCE MALL - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER PMCF CUT-OFF DATE PRINCIPAL BALANCE 101,766,252 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR GGP Limited Partnership and Teachers' Retirement System of the State of Illinois OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.9530% MATURITY DATE September 10, 2012 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 84 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 82 / 358 LOCKBOX In-Place Hard, Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE No / No ONGOING MONTHLY RESERVES TAX/INSURANCE(1) Springing REPLACEMENT(2) Springing TI/LC(3) Springing ADDITIONAL FUTURE FINANCING(4) Yes CUT-OFF DATE PRINCIPAL BALANCE 101,766,252 CUT-OFF DATE PRINCIPAL BALANCE/SF(5) $341 CUT-OFF DATE LTV RATIO(6) 65.11% MATURITY DATE LTV RATIO(6) 57.71% UW NCF DSCR 1.53x - -------------------------------------------------------------------------------- (1) Upon the occurrence and during the continuance of a "trigger event" with respect to the Florence Mall Loan, the borrower is required to pay to lender on each monthly payment date one-twelfth of the taxes that lender reasonably estimates will be payable during the next ensuing twelve months as well as one-twelfth of the Insurance premiums that lender estimates will be payable for the renewal of the "required insurance" coverage. A "trigger event" means the occurrence of (i) an event of default under the Florence Mall Loan or (ii) the date on which the debt service coverage ratio for the preceding twelve consecutive months is less than 1.25x. A trigger event will continue until the applicable event of default is cured or waived or until the date on which the debt service coverage ratio equals or exceeds 1.25x for twelve consecutive months. (2) Upon the occurrence and during the continuance of a trigger event with respect to the Florence Mall Loan, the borrower is required to deposit on each payment date an amount equal to $6,250 ($0.25/SF/Year), up to a maximum of $75,000 (one year of collections). (3) Upon the occurrence and during the continuance of a trigger event with respect to the Florence Mall Loan, the borrower is required to deposit on each payment date an amount equal to $25,000 ($1.00/SF/Year), up to a maximum of $300,000 (one year of collections). (4) See "-- Mezzanine Debt" and "-- Additional Debt" below. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Florence, KY PROPERTY TYPE Retail, Regional Mall SIZE (SF)(5) 298,078 OCCUPANCY % AS OF SEPTEMBER 7, 2005(5) 87.1% YEAR BUILT / YEAR RENOVATED 1976 / 1996 APPRAISED VALUE(6) $156,300,000 PROPERTY MANAGEMENT Florence Mall L.L.C. UW ECONOMIC OCCUPANCY % 88.0% UW REVENUES $ 15,333,703 UW EXPENSES $ 4,898,326 UW NET OPERATING INCOME (NOI) $ 10,435,377 UW NET CASH FLOW (NCF) $ 10,018,875 - -------------------------------------------------------------------------------- (5) Does not reflect the square footage of space held by tenants under ground leases. (6) The appraiser also concluded that the "As Stabilized" value of the property would be $173,500,000 as of September 1, 2006, The Cut-Off Date LTV Ratio and the Maturity Date LTV Ratio are based on the appraiser's "As-Is" value of $156,300,000. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 60 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FLORENCE MALL TENANT SUMMARY(1) % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(2) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ---------------------------------- ---------------------- -------------- ---------- ---------- ------------- --------- ------------- Anchor Owned Sears BB/Ba1/BB+ SHADOW ANCHOR -- NOT PART OF COLLATERAL Macy's NR/Baa1/BBB SHADOW ANCHOR -- NOT PART OF COLLATERAL JC Penney NR/NR/NR SHADOW ANCHOR -- NOT PART OF COLLATERAL Macy's Home Store NR/Baa1/BBB SHADOW ANCHOR -- NOT PART OF COLLATERAL Outparcel PNC Bank Northern Kentucky (Ground Lease) NR/NR/NR 27,143 7.6% $ 0.75% $ 20,352 0.3% 12/31/01 Fifth Third Bank (Ground Lease) AA-/Aa2/A+ 23,618 6.6% $ 0.75 $ 17,712 0.2% 12/31/02 Smokey Bones (Ground Lease) NR/NR/NR 6,709 1.9% $ 14.91 $ 100,000 1.3% 11/30/15 ------ -------- ---------- ----- Total Outparcel Tenants 57,470 16.2% $ 2.40 $ 138,064 1.7% Gap/Gapkids BBB-/Baa3/BBB- 10,379 3.5% $ 22.50 $ 233,532 3.0% 01/31/10 Abercrombie & Fitch NR/NR/NR 8,341 2.8% $ 21.00 $ 175,164 2.3% 01/31/11 Lerner New York NR/NR/NR 8,003 2.7% $ 18.00 $ 144,060 1.9% 05/31/12 Express NR/Baa2/BBB 7,539 2.5% $ 25.00 $ 188,472 2.4% 01/31/15 Lane Bryant NR/NR/NR 6,879 2.3% $ 20.00 $ 137,580 1.8% 01/31/07 ------ -------- ---------- ----- Top 5 In-Line Tenants 41,141 13.8% $ 21.36 $ 878,808 11.3% Non-major Tenants 218,595 73.3% $ 31.52 $6,890,323 88.7% ------- -------- ---------- ----- Occupied Total 317,206 89.2% $ 24.93 $7,907,195 100.0% Vacant Space 38,342 12.9% ------- -------- COLLATERAL TOTAL 355,688 100.0% ======= ======== LEASE ROLLOVER SCHEDULE(1) WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ---------------- ------------- ------------------- ---------- ------------ --------------- --------------- ------------------- 2005(3) 23 $ 15.80 76,579 21.5% 21.5% 15.3% 15.3% 2006 10 $ 23.88 29,870 8.4% 29.9% 9.0% 24.3% 2007 9 $ 28.84 18,460 5.2% 35.1% 6.7% 31.1% 2008 14 $ 28.72 32,941 9.3% 44.4% 12.0% 43.0% 2009 7 $ 27.26 17,120 4.8% 49.2% 5.9% 48.9% 2010 5 $ 23.84 24,609 6.9% 56.1% 7.4% 56.3% 2011 8 $ 29.79 24,669 6.9% 63.0% 9.3% 65.6% 2012 5 $ 25.38 24,959 7.0% 70.1% 8.0% 73.6% 2013 8 $ 33.76 18,880 5.3% 75.4% 8.1% 81.7% 2014 6 $ 25.13 21,962 6.2% 81.5% 7.0% 88.7% 2015 8 $ 32.10 27,157 7.6% 89.2% 9.6% 98.3% -- ------ ---- ----- TOTALS 95 317,206 89.2% 100.0% ======= ==== ===== (1) Calculated using 355,688 square feet, which includes tenants that occupy space pursuant to ground leases. (2) Certain ratings are those of the parent whether or not the parent guarantees the lease. (3) Includes MTM tenants whose leases expired during or prior to 2005 but the tenant was still in occupancy and paying rent to the borrower as of the occupancy date. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 61 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FLORENCE MALL o THE LOAN. The subject mortgage loan (the "Florence Mall Loan") is secured by a first mortgage encumbering a regional mall located in Florence, Kentucky (the "Florence Mall Property"). The Florence Mall Loan has a cut-off date principal balance of $101,766,252 and represents approximately 2.6% of the initial mortgage pool balance. The Florence Mall Loan was originated on September 8, 2005. The Florence Mall Loan has a remaining term of 82 months and matures on September 10, 2012. The Florence Mall Loan may be prepaid on or after March 10, 2012, and permits defeasance with United States government obligations beginning 25 months after the issue date for the series CD 2005-C1 certificates. o THE BORROWER. The borrower is Florence Mall L.L.C., a special purpose entity. Florence Mall L.L.C. is 100% owned by GGP-TRS, LLC. GGP-TRS, LLC is equally owned by the Teachers' Retirement System of the State of Illinois, a pension fund with a market value of approximately $31.4 billion as of June 30, 2004, and by GGP Limited Partnership. The majority of GGP Limited Partnership is owned by General Growth Properties, Inc. ("GGP"), a publicly traded real estate investment trust ("REIT") (NYSE: GGP). GGP and its predecessor companies have been in the shopping center business as a buyer, seller, developer, and manager of real estate since 1954. As one of the largest regional mall REITs in the U.S., GGP owns, develops, operates, and/or manages shopping malls in over 40 states. GGP also is one of the largest third-party managers for owners of regional malls. o THE PROPERTY. The Florence Mall Property includes 298,078 square feet of in-line space located within a 929,020 square foot regional shopping center situated on approximately 62.1 acres. The Florence Mall was constructed in 1976 and renovated in 1996. The Florence Mall Property is located in Florence, Kentucky, within the Cincinnati, Ohio metropolitan statistical area. The Florence Mall is anchored by Sears, Macy's, JC Penney and Macy's Home Store. It also includes parcels owned and occupied by Olive Garden, Verizon Wireless and First Financial Bank. None of these anchor stores or outparcels are part of the collateral for the Florence Mall Loan. As of September 7, 2005, the occupancy rate for the Florence Mall Property was approximately 87.1%. The largest tenant is Gap/Gapkids ("Gap") occupying 10,379 square feet, or 3.5% of the net rentable area. Gap is a specialty retailer, with about 3,000 stores and fiscal 2004 revenues of approximately $16.3 billion. As of September 2005, Gap was rated "BBB-" by S&P, "Baa3" by Moody's and "BBB-" by Fitch. The Gap lease expires in January 2010. The second largest tenant is Abercrombie & Fitch ("Abercrombie"), occupying 8,341 square feet, or 2.8% of the net rentable area. Abercrombie sells upscale men's, women's, and children's casual clothes and accessories in approximately 790 U.S. stores as well as through its catalog and website. The Abercrombie lease expires in January 2011. The third largest tenant is Lerner New York ("Lerner"), occupying 8,003 square feet, or 2.7% of the net rentable area. Lerner is wholly owned by New York & Company and is a specialty retailer of fashion-oriented, moderately priced women's apparel. The Lerner lease expires in May 2012. The Florence Mall Property is expected to have a renovation to the food court, commencing early 2006 and completed by mid- year 2006, entailing a cost of approximately $11,000,000 to be paid for by GGP. o LOCK BOX ACCOUNT. All rents will be deposited into a lockbox and swept daily to the borrower's account. Upon the occurrence and during the continuance of a "trigger event" with respect to the Florence Mall Loan, funds in the lockbox will be transferred daily to a cash collateral account and applied pursuant to the cash management agreement. Upon the cure of the trigger event, funds will again be swept daily from the lockbox to the borrower's account. A "trigger event" means the occurrence of (i) an event of default under the Florence Mall Loan or (ii) the date on which the debt service coverage ratio for the preceding twelve (12) consecutive months is less that 1.25x. A trigger event will continue until the applicable event of default is cured or waived or until the date on which the debt service coverage ratio equals or exceeds 1.25x for twelve (12) consecutive months. o MANAGEMENT. The borrower is the property manager for the Florence Mall Property securing the Florence Mall Loan. o MEZZANINE DEBT. Under the related loan documents, holders of direct or indirect interests in Florence Mall L.L.C. are permitted to obtain mezzanine financing secured by their direct or indirect interests in Florence Mall L.L.C. provided, among other things, ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 62 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FLORENCE MALL that (i) no event of default under the Florence Mall Loan has occurred; (ii) the mezzanine lender enters into an intercreditor agreement in form and substance acceptable to the rating agencies and the lender; (iii) all mezzanine debt documents are acceptable to the rating agencies and the lender; (iv) the loan-to-value ratio immediately following the incurrence of the mezzanine debt (based on on the aggregate principal balance of the Florence Mall Loan and the mezzanine debt) is no greater than 80%; (v) the debt service coverage ratio (calculated on the basis of the Florence Mall Loan and the mezzanine debt, immediately following the incurrence of the mezzanine debt) is no less than 1.40x; and (vi) each rating agency rating the series CD 2005-C1 certificates has confirmed that the incurrence of the mezzanine debt will not result in a downgrade, withdrawal or qualification of the ratings assigned by it to the series CD 2005-C1 certificates. o ADDITIONAL DEBT. The holders of indirect ownership interests in the borrower are permitted to pledge their interests as security for additional debt, provided that, among other things, the following conditions are satisfied: (i) no event of default under the Florence Mall Loan has occurred and is continuing, (ii) the pledge is to a "qualified pledgee" or is subject to the lender's prior written consent, which may be withheld in the lender's sole and absolute discretion, provided that the lender's consent may not be unreasonably withheld, if the borrower has delivered (A) rating agency confirmation that the pledge will not, in and of itself, result in a downgrade, withdrawal or qualification of the ratings assigned to the series CD 2005-C1 certificates and (B) a substantive non-consolidation opinion reasonable acceptable to the lender and the rating agencies, and (iii) in the event the property manager of the Florence Mall Property will change in connection with the pledge, the replacement property manager must meet the conditions set forth in the related loan documents. Pledges of equity to or from affiliates of the borrower are also permitted. A "qualified pledgee" generally means (i) one or more institutional entities that (A) has total assets (in name or under management) in excess of $650,000,000, and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity of $250,000,000; and (B) is regularly engaged in the business of making or owning commercial real estate loans or commercial loans secured by a pledge of interests in a mortgage borrower or owning and operating commercial mortgage properties; or (ii) an entity for which the borrower has obtained rating agency confirmation that the pledge to such entity will not, in and of itself, result in a downgrade, withdrawal or qualification of the ratings assigned to the series CD 2005-1 certificates. o PARTIAL RELEASES. The related loan documents permit the borrower to obtain the release of one or more parcels or outlots proposed to be transferred to a third party in connection with the expansion or other development of the Florence Mall Property upon satisfaction of certain conditions, including but not limited to, that (i) no default or event of default has occurred and is continuing under the Florence Mall Loan, (ii) the parcel is vacant, non-income producing and unimproved and (iii) each rating agency rating the series CD 2005-C1 certificates has confirmed that the release will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned by it to the series CD 2005-C1 certificates. o COLLATERAL SUBSTITUTION. The related loan documents permit the borrower to obtain a release of one or more portions of the Florence Mall Property provided that certain conditions in the related loan documents are satisfied, including that (i) the portion to be released must be vacant, non-income producing and unimproved or improved by landscaping utility facilities or surface parking, (ii) simultaneously with such release, the mortgage be spread to a substitute parcel of reasonably equivalent value, condition and utility, (iii) that no event of default has occurred and is continuing and (iv) the borrower comply with all other requirements set forth in the loan documents including paying the expenses of lender; provided, however, that a rating agency confirmation is not required in connection with such substitution. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 63 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 PRIVATE MINI SELF STORAGE PORTFOLIO - ------------------------------------------------------------------------------- [PRIVATE MINI SELF STORAGE PORTFOLIO PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 64 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 PRIVATE MINI SELF STORAGE PORTFOLIO - ------------------------------------------------------------------------------- [PRIVATE MINI SELF STORAGE PORTFOLIO LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 65 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 PRIVATE MINI SELF STORAGE PORTFOLIO - ------------------------------------------------------------------------------- [PRIVATE MINI SELF STORAGE PORTFOLIO LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 66 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 PRIVATE MINI SELF STORAGE PORTFOLIO LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE $86,265,101 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 2.2% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR AMERCO and Guy Robertson OWNERSHIP INTEREST 21 Fee Simple and 1 Leasehold MORTGAGE RATE 5.8400% MATURITY DATE August 1, 2015 AMORTIZATION TYPE Paritial IO / Balloon INTEREST ONLY PERIOD (MOS.) 60 ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 117 / 360 LOCKBOX In-Place Soft, Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes REPLACEMENT $ 187,000 ONGOING MONTHLY RESERVES TAX / INSURANCE(1) Yes / Yes REPLACEMENT(2) Springing ADDITIONAL FINANCING(3) Yes CUT-OFF DATE PRINCIPAL BALANCE $86,265,101 CUT-OFF DATE PRINCIPAL BALANCE/SF $49 CUT-OFF DATE LTV RATIO 66.40% MATURITY DATE LTV RATIO 61.98% UW NCF DSCR 1.39x - -------------------------------------------------------------------------------- (1) Ongoing deposits for taxes of $129,333 per month. The Private Mini Self Storage Portfolio Loan documents do not require the borrower to make such deposits if (i) no event of default exists, (ii) the borrower provides proof of payment, (iii) the DSCR is not less than 1.23x and (iv) at least $776,000 is on deposit. Ongoing deposits for insurance premiums of $9,400 per month. The Private Mini Self Storage Portfolio Loan documents do not require the borrower to make such deposits if (i) no event of default exists, (ii) the borrower provides proof of payment, (iii) the DSCR is not less than 1.23x and (iv) at least $56,400 is on deposit. (2) Ongoing replacement reserves of $15,583 per month if the amount on deposit falls below the upfront reserve of $187,000. (3) See "-- Current Mezzanine or Subordinate Indebtedness" and "-- Future Mezzanine or Subordinate Indebtedness" below. PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 22 LOCATION(4) Various PROPERTY TYPE Self Storage SIZE (SF) 1,755,352 OCCUPANCY % AS OF JULY 14, 2005 85.4% YEAR BUILT / YEAR RENOVATED 1990-2003 APPRAISED VALUE(5) $129,920,000 PROPERTY MANAGEMENT U-Haul affiliates; properties located in Texas subject to sub-management agreement with Private Mini Storage Manager, Inc. UW ECONOMIC OCCUPANCY % 80.38% UW REVENUES $ 15,214,700 UW EXPENSES $ 6,524,073 UW NET OPERATING INCOME (NOI) $ 8,690,627 UW NET CASH FLOW (NCF) $ 8,506,911 - -------------------------------------------------------------------------------- (4) Two properties are located in Alabama, seven in Florida, one in Georgia, two in North Carolina, one in South Carolina and nine in Texas. (5) The individual appraised values total $117,760,000. The appraiser gave additional value to the portfolio as a whole due to efficiences associated with property management and also lowered the capitalization rate giving a roll-up portfolio value of $129,920,000. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 67 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 PRIVATE MINI SELF STORAGE PORTFOLIO PRIVATE SELF MINI STORAGE PORTFOLIO SUMMARY CUT-OFF DATE YEAR BUILT / PROPERTY NAME CITY, STATE BALANCE RENOVATED TOTAL SF - ---------------------------------- ------------------ ------------- -------------- ------------ Private Mini-League City League City, TX $ 6,349,718 1992 241,533 Private Mini-West Park Houston, TX $ 6,071,420 1992 98,326 Private Mini-Eastlake Oldsmar, FL $ 5,089,157 1991 60,985 Private Mini-Westbelt Houston, TX $ 4,887,703 1992 156,593 Private Mini-Lancaster Pineville, NC $ 4,867,091 2001 66,558 Private Mini-Safe Harbor Cornelius, NC $ 4,536,494 1996 61,245 Private Mini-Highway 620 Austin, TX $ 4,181,479 2000 / 2001 76,393 Private Mini-LaMarque La Marque, TX $ 4,101,265 1990 122,145 Private Mini-103rd Jacksonville, FL $ 4,038,934 1990 64,770 Private Mini-Walsingham Largo, FL $ 4,026,855 1991 61,120 Private Mini-Melbourne Melbourne, FL $ 3,982,949 1991 57,410 Private Mini-Cutten Houston, TX $ 3,856,826 1992 66,953 Private Mini-Palm Harbor Palm Harbor, FL $ 3,684,086 1991 63,032 Private Mini-Nesbit Ferry Alpharetta, GA $ 3,617,583 2001 55,942 Private Mini-Central Expressway Dallas, TX $ 3,373,477 1992 74,606 Private Mini-Mountainbrook Birmingham, AL $ 3,279,292 2002 64,610 Private Mini-Castle Hills San Antonio, TX $ 3,056,571 1995 62,366 Private Mini-Monroe Tallahassee, FL $ 2,959,231 2003 53,555 Private Mini-Florida Avenue Tampa, FL $ 2,823,947 1991 61,322 Private Mini-Wycliffe Houston, TX $ 2,753,332 1991 62,586 Private Mini-Elmwood Columbia, SC $ 2,400,310 2000 61,335 Private Mini-Huntsville Huntsville, AL $ 2,327,384 1993 61,967 ----------- ------- $86,265,101 1,755,352 =========== ========= CUT-OFF DATE PRINCIPAL BALANCE APPRAISED APPRAISED UNDERWRITTEN PROPERTY NAME PER SF UNITS OCCUPANCY(1) VALUE(2) VALUE PER SF NET CASH FLOW - ---------------------------------- ---------- --------- -------------- --------------- -------------- -------------- Private Mini-League City $ 26.29 954 87.60% $ 8,240,000 $ 34.12 $ 626,168 Private Mini-West Park $ 61.75 718 92.20% $ 8,410,000 $ 85.53 $ 598,725 Private Mini-Eastlake $ 83.45 569 95.50% $ 7,060,000 $ 115.77 $ 501,860 Private Mini-Westbelt $ 31.21 748 81.30% $ 7,310,000 $ 46.68 $ 481,994 Private Mini-Lancaster $ 73.13 518 88.90% $ 5,990,000 $ 90.00 $ 479,961 Private Mini-Safe Harbor $ 74.07 488 99.20% $ 5,500,000 $ 89.80 $ 447,360 Private Mini-Highway 620 $ 54.74 566 87.90% $ 5,070,000 $ 66.37 $ 412,351 Private Mini-LaMarque $ 33.58 660 73.90% $ 5,700,000 $ 46.67 $ 404,440 Private Mini-103rd $ 62.36 572 80.00% $ 5,430,000 $ 83.84 $ 398,293 Private Mini-Walsingham $ 65.88 688 85.40% $ 5,460,000 $ 89.33 $ 397,102 Private Mini-Melbourne $ 69.38 590 95.70% $ 5,100,000 $ 88.83 $ 392,773 Private Mini-Cutten $ 57.60 616 83.60% $ 5,350,000 $ 79.91 $ 380,336 Private Mini-Palm Harbor $ 58.45 649 85.10% $ 5,240,000 $ 83.13 $ 363,301 Private Mini-Nesbit Ferry $ 64.67 447 92.70% $ 4,860,000 $ 86.88 $ 356,743 Private Mini-Central Expressway $ 45.22 702 76.10% $ 4,810,000 $ 64.47 $ 332,670 Private Mini-Mountainbrook $ 50.76 575 90.90% $ 5,470,000 $ 84.66 $ 323,383 Private Mini-Castle Hills $ 49.01 564 83.00% $ 4,170,000 $ 66.86 $ 301,419 Private Mini-Monroe $ 55.26 484 95.10% $ 3,300,000 $ 61.62 $ 291,820 Private Mini-Florida Avenue $ 46.05 668 82.90% $ 3,650,000 $ 59.52 $ 278,480 Private Mini-Wycliffe $ 43.99 606 78.10% $ 4,760,000 $ 76.06 $ 271,516 Private Mini-Elmwood $ 39.13 601 79.90% $ 3,500,000 $ 57.06 $ 236,703 Private Mini-Huntsville $ 37.56 581 76.30% $ 3,380,000 $ 54.55 $ 229,512 ------- --- ----- ------------ -------- ---------- $ 49.14 13,564 85.43% $129,920,000 $ 74.01 $8,506,911 ======= ====== ===== ============ ======== ========== (1) Occupancy is based on total occupied square feet as of July 14, 2005. (2) The individual appraised values total $117,760,000. The appraiser gave additional value to the Private Mini Self Storage Portfolio Properties as a whole due to efficiencies associated with property management and also lowered the capitalization rate giving a roll-up portfolio value of $129,920,000. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 68 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 PRIVATE MINI SELF STORAGE PORTFOLIO o THE LOAN. The subject mortgage loan (the "Private Mini Storage Portfolio Loan") is secured by 22 first mortgages (twenty-one of which are secured by the borrower's fee simple interest in the Private Mini Storage Portfolio Properties and one is secured by the borrower's leasehold interest in a Private Mini Storage Portfolio Property) that encumber a portfolio of 22 self storage facilities located in six states (Texas, Florida, North Carolina, Georgia, Alabama and South Carolina) (the "Private Mini Storage Portfolio Properties"). The Private Mini Storage Portfolio Loan has a cut-off date principal balance of $86,265,101, which represents approximately 2.2% of the initial mortgage pool balance. The Private Mini Storage Portfolio Loan was originated on July 15, 2005, has a remaining term of 117 months and matures on August 1, 2015. The borrower is required to make interest-only payments for the first 60 months of the Private Mini Storage Portfolio Loan term, and thereafter, fixed monthly payments of interest and principal, based on a 30-year amortization schedule. The Private Mini Storage Portfolio Loan permits defeasance beginning two years after the issue date for the series CD 2005-C1 certificates. In addition, partial defeasance is permitted as described below under the "Property Substitution/Partial Defeasance". o THE BORROWER. The borrower, PM Partners, L.P, is a special purpose, bankruptcy remote entity, sponsored by Guy Robertson and AMERCO. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Private Mini Storage Portfolio Loan. AMERCO is one of the largest North American operators of self storage properties and has been a leader in the self storage industry since 1974. AMERCO has four main businesses: Moving and Storage Operations, Property and Casualty Insurance, Life Insurance and SAC Holdings. Net revenues from AMERCO's Moving and Storage operating segment were approximately 89% of the company's net revenue in fiscal year 2005. AMERCO's Storage business consists of U-Haul self storage room rentals, self storage related product and service sales and management of non-owned self storage facilities. AMERCO filed for bankruptcy protection in 2003 and emerged from bankruptcy in 2004. Guy Robertson has been a principal in developing and leasing over 250 properties, including 46 first generation self storage facilities (with over 3 million square feet) located throughout the Southern and Southeastern United States. o THE PROPERTIES. The Private Mini Storage Portfolio Properties include 22 self storage facilities totaling 13,564 units and approximately 1,755,352 square feet of net rentable area. The Private Mini Storage Portfolio Properties are located in 19 different cities in six states with a majority of the properties located in major metropolitan areas. The Private Mini Storage Portfolio Properties were constructed between 1990 and 2003. As of July 14, 2005, the occupancy rate for the Private Mini Storage Portfolio Properties was approximately 85.43% based on the net rentable area of each property. All of the facilities offer a combination of climate controlled and non-climate controlled units. Further, some Private Mini Storage Portfolio Properties provide parking for boats and recreational vehicles with electrical components for the customers' convenience. According to the Self Storage Almanac, over the past 10 years, national occupancy levels for self storage facilities have ranged from a low of 82.9% in 1998 to a high of 89.9% in 1994. The occupancy figure for 2004 is 86.5%, which is consistent with the performance of the Private Mini Storage Portfolio Properties' occupancy rate of 85.4%. o LOCK BOX ACCOUNT. Revenue from the Private Mini Storage Portfolio Properties is required to be collected by the borrower and/or the property manager and deposited into a lender designated lockbox account. Provided that no event of default under the Private Mini Storage Portfolio Loan exists, the borrower has access to such lender designated lockbox account and the deposits therein. o CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS. A mezzanine loan in the original principal amount of $33,000,000 (the "Mezzanine Loan") is secured by pledges of limited partnership interests in the borrower, stock in the general partner of the borrower and certain other equity interests in borrower affiliates ("Affiliate Collateral"), which equity interests are owned by the mezzanine borrower. The Affiliate Collateral includes the ownership interests of the borrower in properties that secure $144,734,899 of non-crossed collateralized debt that will not be included in the trust for the series CD 2005-C1 certificates. Consequently, the Mezzanine Loan is secured by pledges of ownership interests in borrowers that secure $231,000,000 of senior mortgage debt. The Mezzanine Loan is a 10-year fixed rate loan that requires monthly interest and principal payments (on a 25-year amortization schedule) throughout the term of the Private Mini Storage Portfolio Loan. o FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS. A junior mezzanine loan, in an amount not to exceed $10,000,000, is permitted under the Private Mini Storage Portfolio Loan documents. Certain requirements include that based upon the first ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 69 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 PRIVATE MINI SELF STORAGE PORTFOLIO mortgage, the senior mezzanine loan and the junior mezzanine loan, the debt serve courage ratio is not less than 1.00x (including the Affiliate Collateral), the loan-to-value ratio does not exceed the loan-to-value ratio as of the closing date and rating agency confirmation is obtained. The junior mezzanine loan will be secured by a pledge of equity interests in the mezzanine borrower under the $33,000,000 mezzanine loan. o MANAGEMENT. The Private Mini Storage Portfolio Properties are managed by various subsidiaries of U-Haul International, Inc, an affiliate of the borrower. The properties that are located in Texas are managed by Private Mini Storage Manager, Inc., an affiliate of the borrower, pursuant to a sub-management agreement. o PROPERTY SUBSTITUTION/PARTIAL DEFEASANCE. The borrower has the right to substitute a new property for any individual property securing the Private Mini Storage Portfolio Loan by substituting a property of like character and quality (i) voluntarily, up to 20% of the collateral calculated by allocated loan amount, (ii) in the event the Private Mini Storage Portfolio Loan is accelerated upon an incurable breach of a representation or warranty with respect to any individual property, (iii) in the event the lender does not make casualty or condemnation proceeds available to the borrower for restoration of any individual property or (iv) if an individual property is determined by the borrower to be no longer economically viable and the lender approves such determination. Substitutions of individual properties are subject to the satisfaction of certain conditions, including, but not limited to: (a) no event of default exists (except with respect to (ii) above), (b) delivery of third party reports and appraisals for the substitute property, (c) rating agency confirmation, (d) the debt service coverage ratio following the substitution is equal to the higher of the debt service coverage ratio as of the closing date or immediately prior to the substitution, (e) the loan-to-value ratio following the substitution is equal to the lower of the loan-to-value ratio (x) as of the closing date or (y) immediately prior to such substitution and (f) the debt service coverage ratio and loan-to-value ratio with respect to the substitute property on the date of substitution is no worse than the debt service coverage ratio and loan-to-value of the released property were as of the origination date. In addition, if any of the events described in clauses (ii), (iii) or (iv) above occur, the borrower has the option, instead of substitution, to partially defease the Private Mini Storage Portfolio Loan in an amount equal to 100% of the allocated loan amount for such individual property and obtain a release of the affected property. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 70 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 71 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CEDARBROOK CORPORATE CENTER PORTFOLIO - ------------------------------------------------------------------------------- [CEDARBROOK CORPORATE CENTER PORTFOLIO PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 72 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CEDARBROOK CORPORATE CENTER PORTFOLIO [CEDARBROOK CORPORATE CENTER PORTFOLIO LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 73 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CEDARBROOK CORPORATE CENTER PORTFOLIO LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE $65,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.7% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR A. Joseph Stern and Aaron Drillick OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.1620% MATURITY DATE October 1, 2015 AMORTIZATION TYPE Partial IO / Balloon INTEREST ONLY PERIOD (MOS.) 24 ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 119 / 360 LOCKBOX(1) None UP-FRONT RESERVES TAX / INSURANCE Yes / No RHODIA OCCUPANCY RESERVE(2) $ 1,000,000 REPAIR AND REMEDIATION $ 21,625 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes / No REPLACEMENT(3) $ 5,657 TI/LC(4) $ 21,214 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $65,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $ 191 CUT-OFF DATE LTV RATIO 79.85% MATURITY DATE LTV RATIO 69.38% UW NCF DSCR 1.25x - -------------------------------------------------------------------------------- (1) Springing hard lockbox upon an event of default. (2) To be released to borrower during the first two years of the loan term, upon satisfaction of certain conditions. For further discussion, see "--The Property" below. (3) Capped at $339,428. (4) Capped at $1,272,855. PROPERTY INFORMATION - -------------------------------------------------------------------------------- LOCATION Cranbury, NJ NUMBER OF MORTGAGED PROPERTIES 1 PROPERTY TYPE(5) Office, Suburban SIZE (SF) 339,428 OCCUPANCY % AS OF SEPTEMBER 14, 2005(6) 99.5% YEAR BUILT / YEAR RENOVATED 1991 - 2005 APPRAISED VALUE $81,400,000 PROPERTY MANAGEMENT Eastern Properties, Inc. (affiliate of the borrower) UW ECONOMIC OCCUPANCY % 95.00% UW REVENUES $ 7,453,026 UW EXPENSES $ 1,755,872 UW NET OPERATING INCOME (NOI) $ 5,697,154 UW NET CASH FLOW (NCF) $ 5,325,401 - -------------------------------------------------------------------------------- (5) The property is primarily used as a research and development office complex. (6) The building is 99.5% leased with actual occupancy of 73.0% based on the fact that one building is still under construction. It is expected that the building will be completed in November with the tenant, Rhodia, Inc., commencing rent payments on January 1, 2006. A clean estoppel has been received from Rhodia, Inc. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 74 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CEDARBROOK CORPORATE CENTER PORTFOLIO TENANT SUMMARY % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - ------------------------- ---------------------- -------------- ---------- ---------- ------------- ---------- -------------- Purdue Pharma L.P. NR / NR / NR 114,486 33.7% $ 15.50 $1,774,533 26.4% 02/28/12 Rhodia, Inc.(2) B / B3 / NR 90,000 26.5% $ 24.95 $2,245,500 33.4% 12/31/15 3-D Pharmaceuticals(3) AAA / Aaa / AAA 41,920 12.4% $ 24.20 $1,014,548 15.1% 05/31/07 Valera Pharmaceuticals NR / NR / NR 29,772 8.8% $ 24.85 $ 739,867 11.0% 03/31/14 A.M. Todd NR / NR / NR 19,790 5.8% $ 13.42 $ 265,637 3.9% 09/30/10 Top 5 Tenants 295,968 87.2% $ 20.41 $6,040,085 89.8% Non-major Tenants 41,875 12.3% $ 16.38 $ 685,932 10.2% ------- ----- ------- ---------- ----- Occupied Total 337,843 99.5% $ 19.91 $6,726,017 100.0% Vacant Space 1,585 0.5% ------- ----- COLLATERAL TOTAL 339,428 100.0% ======= ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. (2) Rhodia, Inc. is currently not in occupancy of its space but is expected to be in occupancy and paying rent by January 1, 2006. Rhodia's lease expires December 31, 2015 with two 5-year options. (3) 3-D Pharmaceuticals occupies a total of 41,920 square feet of space, 31,423 square feet which is sub-leased from Advanced Medicine-East with the same lease expiration date. LEASE ROLLOVER SCHEDULE WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING(4) OF SF ROLLING(4) RENT ROLLING PLACE RENT ROLLING - ------------- ------------- ------------------- ---------- --------------- ------------------ --------------- ------------------- 2005 0 $ 0.00 0 0.00% 0.00% 0.00% 0.00% 2006 2 $ 17.23 11,714 3.45% 3.45% 3.00% 3.00% 2007 4 $ 21.82 63,020 18.57% 22.02% 20.45% 23.45% 2008 1 $ 15.00 4,878 1.44% 23.45% 1.09% 24.54% 2009 0 $ 0.00 0 0.00% 23.45% 0.00% 24.54% 2010 2 $ 13.65 23,138 6.82% 30.27% 4.70% 29.23% 2011 0 $ 0.00 0 0.00% 30.27% 0.00% 29.23% 2012 1 $ 15.50 114,486 33.73% 64.00% 26.38% 55.61% 2013 0 $ 0.00 0 0.00% 64.00% 0.00% 55.61% 2014 3 $ 24.85 29,772 8.77% 72.77% 11.00% 66.61% 2015 1 $ 24.95 90,000 26.52% 99.29% 33.39% 100.00% 2016 0 $ 0.00 0 0.00% 99.29% 0.00% 100.00% 2017 0 $ 0.00 0 0.00% 99.29% 0.00% 100.00% Thereafter 2 $ 0.00 835 0.25% 99.53% 0.00% 100.00% - ------- ----- ------ TOTALS 16 337,843 99.53% 100.00% ======= ===== ====== (4) Based on total property square footage of 339,428. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 75 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CEDARBROOK CORPORATE CENTER PORTFOLIO o THE LOAN. The subject mortgage loan (the "Cedarbrook Corporate Center Portfolio Loan") is secured by a first mortgage encumbering three Class "A" research and development buildings and one Class "A" office building, which in the aggregate total approximately 339,428 square feet. The Cedarbrook Corporate Center Portfolio Property, located within the 13 building Cedarbrook Corporate Center office park, is located in Cranbury, Middlesex County, New Jersey (the "Cedarbrook Corporate Center Portfolio Property"). The Cedarbrook Corporate Center Portfolio Loan has a cut-off date principal balance of $65,000,000 and provides for payments of interest only for the initial two years of the Cedarbrook Corporate Center Portfolio Loan term, amortizing on a 30-year schedule thereafter. The Cedarbrook Corporate Center Portfolio Loan represents approximately 1.7% of the initial mortgage pool balance and was originated by German American Capital Corporation on September 15, 2005. The Cedarbrook Corporate Center Portfolio Loan has a remaining term of 119 months and matures on October 1, 2015. The Cedarbrook Corporate Center Portfolio Loan may be prepaid on or after July 1, 2015, and permits defeasance beginning two years after the issue date for the series CD 2005-C1 certificates. o THE BORROWER. The borrower, Cedarbrook 2005, L.P., a New Jersey limited partnership, is a special purpose, bankruptcy remote entity. Legal counsel for the borrower delivered a non-consolidation opinion in connection with the origination of the Cedarbrook Corporate Center Portfolio Loan. The sponsor of the borrower is Mr. A. Joseph Stern who, with his wife, founded Eastern Properties, Inc. in 1975. From 1975 to 1993, Eastern Properties, Inc. was primarily involved in the construction of approximately 4,000 single and multi-family residential homes. Since 1993, Eastern Properties, Inc.'s emphasis has been on commercial development. Mr. Stern's real estate portfolio includes approximately 1,288,000 square feet of commercial/industrial buildings, 296 apartment units and 450 nursing beds. o THE PROPERTY. The Cedarbrook Corporate Center Portfolio Property is comprised of three research and development facilities and one office building situated on approximately 45.06 acres. 3 Cedarbrook Drive was constructed in 1991, 8 Clark Drive in 1997, 6 Cedarbrook Drive in 2002 and 8 Cedarbrook Drive in 2005. All four buildings are of high quality steel-framed construction and have above average durable interior finishes. As of September 14, 2005, the Cedarbrook Corporate Center Portfolio Property was approximately 99.53% leased. The Cedarbrook Corporate Center Portfolio Property is located at the northeast corner of US Route 130 and is conveniently close to many major New Jersey roads and interstates including the New Jersey Turnpike (Exit 8A), the Garden State Parkway and I-287. The Cedarbrook Corporate Center Portfolio Property is located approximately 20 miles south of Newark Airport and Port Newark, two major air and shipping hubs in the region. Also located proximate to the Cedarbrook Corporate Center Portfolio Property are several large non-governmental employers including Bristol-Myers Squibb Co., Meridian Health, Princeton University, Rutgers University, Merck & Co. Inc., Capital Health System and Johnson & Johnson. PROPERTY ACRES SQUARE FOOTAGE SINGLE TENANT - ----------------------------- --------- ---------------- -------------- 3 Cedarbrook Drive 7.31 57,812 No 6 Cedarbrook Drive 16.93 114,486 Yes 8 Cedarbrook Drive 12.80 90,000 Yes 8 Clark Drive 8.02 77,130 No ----- ------- TOTAL 45.06 339,428 The largest tenant is Purdue Pharma L.P. ("Purdue"), which occupies 114,486 square feet of space pursuant to a triple net lease. Purdue occupies 100% of the net rentable area of 6 Cedarbrook Drive or 33.73% of the net rentable area of the Cedarbrook Corporate Center Portfolio Property. Purdue has invested $21.2 million in its initial build-out of the space and additional improvements to its space. Purdue is primarily known for its pioneering research in the area of persistent pain. The Purdue lease expires in February 2012, with three, 5-year extension options. The second largest tenant is Rhodia, Inc. ("Rhodia"), which, as of January 1, 2006, will occupy 90,000 square feet at 8 Cedarbrook Drive pursuant to a gross lease. Rhodia will occupy 100% of the net rentable area of 8 Cedarbrook Drive or 26.52% ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 76 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CEDARBROOK CORPORATE CENTER PORTFOLIO of the net rentable area of the Cedarbrook Corporate Center Portfolio Property. The 8 Cedarbrook Drive building is under construction with construction expected to be complete in November 2005. Rhodia provides a range of products and services to the consumer care, food, industrial care, pharmaceutical, agrochemical, automotive, electronic, and fibers market. The Rhodia lease commences on January 1, 2006 and expires in December of 2015, with two, 5-year extension options. At the closing of the Cedarbrook Corporate Center Portfolio Loan, the borrower escrowed $1,000,000 with the lender (the "Rhodia Occupancy Reserve"), which amount will be released to the borrower upon, among other things (i) Rhodia being in occupancy of the premises, open for business and paying rent, (ii) the completion of all landlord and tenant work items and obligations, (iii) delivery to the lender of a certificate of occupancy from the appropriate municipality for the Rhodia space and (iv) delivery to the lender of an estoppel certificate from Rhodia. The third largest tenant is 3-D Pharmaceuticals ("3DP"), which occupies 41,920 square feet of space pursuant to a triple net lease. Of the 41,920 square feet, 31,423 square feet has been subleased from Advanced Medicine-East. 3DP accounts for approximately 12.35% of the net rentable area of the Cedarbrook Corporate Center Portfolio Property. 3DP, which was acquired by Johnson & Johnson ("JNJ") in 2003, is operated as a semi-independent drug-discovery unit of Johnson & Johnson Research and Development. 3DP applies the latest techniques in high thoroughput screening, combinatorial chemistry and cheminformatives to discover and develop new drugs in the area of oncology, inflammation, metabolic and cardiovascular diseases. As of October 1, 2005, 3DP's parent, JNJ was rated "AAA" by S&P and Fitch and "Aaa" by Moody's. The 3DP lease expires on May 31, 2007, and has two, 5-year extension options for 10,497 square feet of its space. o LOCK BOX ACCOUNT. The Cedarbrook Corporate Center Portfolio Loan documents do not require a lock box. Upon the occurrence of an event of default with respect to the Cedarbrook Corporate Center Portfolio Loan, the borrower is required to enter into a lockbox agreement and to instruct the tenants to remit all rent payments to such lockbox. Thereafter, funds in the lockbox will be transferred to a cash collateral account and applied pursuant to the cash management agreement. o MANAGEMENT. Eastern Properties, Inc. is the property manager for the Cedarbrook Corporate Center Portfolio Property. The property manager is affiliated with the sponsor. o PARTIAL RELEASES. The Cedarbrook Corporate Center Portfolio Loan documents permit the partial defeasance and release of each of the four buildings upon, upon, among other things (i) the payment (with defeasance eligible collateral) of a release price equal to (a) 125% of the allocated loan amounts for 3 Cedarbrook Drive and 8 Clark Drive and (b) 115% of the allocated loan amounts for 6 Cedarbrook Drive and 8 Cedarbrook Drive, (ii) after giving effect to the release of the individual property, the debt service coverage ratio for the remaining properties must be greater than 1.25x, and (iii) after giving effect to the release of the individual property the loan-to-value ratio may not exceed 75%, based on a new appraisal obtained by lender at borrowers sole cost and expense. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 77 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FAIRFAX CORNER - ------------------------------------------------------------------------------- [FAIRFAX CORNER PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 78 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FAIRFAX CORNER - ------------------------------------------------------------------------------- [FAIRFAX CORNER LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 79 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FAIRFAX CORNER LOAN INFORMATION - ------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $60,947,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.6% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Milton V. Peterson OWNERSHIP INTEREST Fee in Part, Leasehold in Part MORTGAGE RATE 5.5360% MATURITY DATE July 11, 2015 AMORTIZATION TYPE Partial IO/Balloon INTEREST ONLY PERIOD (MOS) 60 ORIGINAL TERM / AMORTIZATION TERM 120 / 420 REMAINING TERM / REMAINING AMORTIZATION TERM 116 / 420 LOCKBOX In Place Soft, Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / No TI/LC(1) $ 767,582 RENT ESCALATION(2) $ 239,508 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / No REPLACEMENT $ 1,361 ADDITIONAL FINANCING(3) Yes CUT-OFF DATE PRINCIPAL BALANCE $60,947,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $ 407 CUT-OFF DATE LTV RATIO 78.14% MATURITY DATE LTV RATIO 74.29% UW NCF DSCR 1.20x - ------------------------------------------------------------------------------- (1) In connection with the release of Building P, TI/LC Reserve now consists of $421,416 in gap rent reserves and $346,166 in leasing cost reserves after gap rent and TI/LC obligations related to Building P tenants were released. In addition, with the release of Building P, borrower deposited an amount of $27,160 for gap rent and an amount of $15,276 for leasing costs associated with TI/LC obligations for Wylie Wag. (2) At closing, borrower deposited $239,508 for rent escalations between July 1, 2005 and June 30, 2008. The lender has underwritten scheduled rent escalations that are anticipated to occur prior to June 1, 2008. The rent escalations are estimated to result in an increase in annual rental income, based on leases currently in place, of $184,191. In order to address the resultant cashflow shortfall until the rent escalations occur, the lender heldback at closing an amount equal to the difference between gross rents projected as of July 1, 2005 and current gross rents for each year until June 30, 2008. (3) See "-- Mezzanine Debt" below. PROPERTY INFORMATION - ------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Fairfax, VA PROPERTY TYPE Retail, Lifestyle Center SIZE (SF)(3) 149,902 OCCUPANCY % AS OF SEPTEMBER 13, 2005(3) 88.6% YEAR BUILT / YEAR RENOVATED 2003-2005 / NAP APPRAISED VALUE $78,000,000 PROPERTY MANAGEMENT Peterson Management L.C. UW ECONOMIC OCCUPANCY % 95.0% UW REVENUES $ 6,461,783 UW EXPENSES $ 1,554,092 UW NET OPERATING INCOME (NOI) $ 4,907,691 UW NET CASH FLOW (NCF) $ 4,731,974 - ------------------------------------------------------------------------------- (3) Does not reflect the square footage of space held by tenants under a ground lease. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 80 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FAIRFAX CORNER - ------------------------------------------------------------------------------- TENANT SUMMARY(1) % OF NET RATINGS NET RENTABLE RENTABLE TENANT NAME S&P/MOODY'S/FITCH AREA (SF) AREA - ---------------------------------- ------------------- -------------- ---------- REI NR/NR/NR 22,833 12.5% Arhaus NR/NR/NR 14,581 8.0% Coastal Flats (Ground Lease) NR/NR/NR 9,290 5.1% Uncle Julio's Rio Grande (Ground Lease) NR/NR/NR 9,211 5.0% P.F. Chang's (Ground Lease) NR/NR/NR 8,020 4.4% ------ ----- Top 5 In-Line Tenants 63,935 35.0% Non-major Tenants 101,422 55.6% ------- ----- Occupied Total 165,357 90.6% Vacant Space 17,066 9.4% ------- ----- COLLATERAL TOTAL 182,423 100.0% ======= ===== % OF ACTUAL DATE OF LEASE TENANT NAME RENT PSF ACTUAL RENT RENT EXPIRATION - ---------------------------------- ---------- ------------- ---------- -------------- REI $ 22.00 $ 502,326 11.0% 09/18/13 Arhaus $ 25.00 $ 364,525 8.0% 09/11/13 Coastal Flats (Ground Lease) $ 18.84 $ 175,000 3.8% 07/31/14 Uncle Julio's Rio Grande (Ground Lease) $ 34.74 $ 320,000 7.0% 01/28/24 P.F. Chang's (Ground Lease) $ 11.22 $ 90,000 2.0% 09/21/18 ------- ---------- ----- Top 5 In-Line Tenants $ 22.71 $1,451,851 31.8% Non-major Tenants $ 30.75 $3,118,536 68.2% ------- ---------- ----- Occupied Total $ 27.64 $4,570,387 100.0% Vacant Space COLLATERAL TOTAL LEASE ROLLOVER SCHEDULE(1) WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ----------- ------------- ------------------- ---------- ------------ --------------- --------------- ------------------- 2005 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2006 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2007 0 $ 0.00 0 0.0% 0.0% 0.0% 0.0% 2008 2 $ 36.88 3,197 1.8% 1.8% 2.6% 2.6% 2009 9 $ 33.21 16,701 9.2% 10.9% 12.1% 14.7% 2010 3 $ 31.65 8,515 4.7% 15.6% 5.9% 20.6% 2011 0 $ 0.00 0 0.0% 15.6% 0.0% 20.6% 2012 0 $ 0.00 0 0.0% 15.6% 0.0% 20.6% 2013 16 $ 27.15 72,907 40.0% 55.5% 43.3% 63.9% 2014 7 $ 25.61 30,701 16.8% 72.4% 17.2% 81.1% 2015 1 $ 25.00 7,105 3.9% 76.3% 3.9% 85.0% -- ------ ---- ---- TOTALS 38 139,126 76.3% 81.1% == ======= ==== ==== (1) Calculated using 182,423 square feet, which includes tenants that occupy space pursuant to ground leases. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 81 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FAIRFAX CORNER - ------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Fairfax Corner Loan") is secured by a first mortgage encumbering a retail shopping center located in Fairfax, Virginia (the "Fairfax Corner Property"). The Fairfax Corner Loan has a cut-off principal balance of $60,947,000 and represents approximately 1.6% of the initial mortgage pool balance. The Fairfax Corner Loan was originated on July 11, 2005 and has an original principal balance of $67,150,000. On October 11, 2005, a 22,530 square feet building ("Building P") was released from the original collateral. In connection with this release, the original principal balance of the Fairfax Corner Loan was reduced to the current cut-off date balanced of $60,947,000. The Fairfax Corner Loan provides for interest-only payments for the first 60 months of its term, and thereafter, fixed monthly payments of principal and interest. The Fairfax Corner Loan has a remaining term of 116 months and matures on July 11, 2015. The Fairfax Corner Loan may be prepaid on or after May 11, 2015, and permits defeasance with United States government obligations beginning 2 years after the issue date for the series CD 2005-C1 certificates. o THE BORROWER. The borrower is Fairfax Corner Retail L.C., a special purpose entity structured to be bankruptcy remote. The sponsor of the borrower is Milton V. Peterson. Mr. Peterson has over 34 years of real estate experience and is a principal and chairman of The Peterson Companies. The principals of The Peterson Companies have developed, acquired, managed or leased over three million square feet of retail space, four million square feet of office space and three million square feet of residential units in the Washington, DC metropolitan statistical area. o THE PROPERTY. The Fairfax Corner Property is an approximately 149,902 square foot life-style center situated on approximately 25.8 acres. The Fairfax Corner Property was constructed between 2003 to 2005. The Fairfax Corner Property is located in Fairfax Virginia, within the Washington D.C. metropolitan statistical area. As of September 30, 2005, the occupancy rate for the Fairfax Corner Property was approximately 88.6%. The largest tenant is Recreational Equipment, Inc. ("REI") occupying 22,833 square feet, or approximately 15.2% of the net rentable area. REI operates as a cooperative for the purpose of purchasing and selling outdoor equipment and sporting goods through over 70 retail stores, in approximately 25 states, the District of Columbia and the Internet. The REI lease expires in September 2013. The second largest tenant is Arhaus, occupying 14,581 square feet, or approximately 9.7% of the net rentable area. Arhaus, whose parent company is Homeworks, Inc., is a furniture retailer with over 25 stores in approximately 10 states. The Arhaus lease expires in September 2013. The third largest tenant is Elizabeth Arden Red Door Salon, occupying 7,105 square feet, or approximately 4.7% of the net rentable area. Elizabeth Arden Red Door Salon operates approximately 27 luxury spas and salons across the United States and Europe. The Elizabeth Arden Red Door Salon lease expires in January 2015. o LOCK BOX ACCOUNT. All tenant payments due under the applicable tenant leases are deposited into a lock box account which are then swept daily into an account under the borrower's control, unless an event of default exists or a periodically measured debt service coverage ratio falls below 1.00x (based upon actual debt service) in which case sums on deposit in the lockbox account are swept daily to a lender account to pay debt service and any ongoing reserve payments, with the balance of such sums being paid to borrower (provided no event of default has occurred and is continuing)) until the debt service coverage ratio rises above 1.00x and any event of default (if one exists) is cured. o MEZZANINE DEBT. Any constituent party of the borrower which is not required to be a single purpose entity is permitted to obtain mezzanine financing secured by its ownership interest in the borrower, subject to, among other conditions: (i) a maximum mezzanine financing of $15,000,000, (ii) a maximum loan-to-value ratio (based on the aggregate balances of the Fairfax Corner Loan and the mezzanine debt) of 90%; (iii) if the mezzanine debt bears interest at a floating rate, the maintenance of an interest rate cap agreement during the term of the mezzanine loan with a strike price that results in a debt service coverage ratio (based on the aggregate debt service payments under the Fairfax Corner Loan and the mezzanine debt) of no less than 1.10x; (iv) the debt service coverage ratio (based on the aggregate debt service payments under the Fairfax Corner Loan and the mezzanine debt) immediately following the closing of the mezzanine debt will not be less than 1.10x (with the interest rate for any portion of the mezzanine debt that bears interest at a floating rate calculated using the strike price referred to in clause (iii) above plus the spread under mezzanine loan); (v) lender approval over the identity of the mezzanine lender; and (vi) an intercreditor agreement in form and substance acceptable to the rating agencies and reasonably acceptable to the mortgage lender. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 82 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 FAIRFAX CORNER - ------------------------------------------------------------------------------- o PARTIAL RELEASES. Certain affiliates of borrower are contemplating development of certain unimproved property located adjacent to the Fairfax Corner Property (the "Development"). In connection with the Development, lender granted borrower the right to obtain a release of certain specified parking areas at the Fairfax Corner Property as well as an improved parcel at the Fairfax Corner Property (each of which was excluded from the appraised value of the Fairfax Corner Property and the underwritten cash flow of the Fairfax Corner Property) specifically identified on a schedule to the loan documents, subject to certain conditions precedent (including delivery of a REMIC opinion and, with respect to the aforesaid parking areas, that borrower be immediately afforded the rights to parking thereon through a reciprocal easement agreement). o MANAGEMENT. Peterson Management L.C. is the property manager for the Fairfax Corner Property. The property manager is affiliated with the borrower. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 83 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 UNION SQUARE APARTMENTS - ------------------------------------------------------------------------------- [UNION SQUARE APARTMENTS PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 84 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 UNION SQUARE APARTMENTS - ------------------------------------------------------------------------------- [UNION SQUARE APARTMENTS LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 85 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 UNION SQUARE APARTMENTS - ------------------------------------------------------------------------------- [UNION SQUARE APARTMENTS LOCATION MAP OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 86 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 UNION SQUARE APARTMENTS - ------------------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE $58,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Leslie Schlesinger, Adam Schlesinger and Jason Schlesinger OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.9100% MATURITY DATE November 1, 2010 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD (MOS.) 60 ORIGINAL TERM / AMORTIZATION TERM 60 / Interest Only REMAINING TERM / REMAINING AMORTIZATION TERM 60 / Interest Only LOCKBOX In Place Soft, Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes LITIGATION RESERVE(1) $ 4,000,000 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $ 11,292 ADDITIONAL FINANCING(1) Yes CUT-OFF DATE PRINCIPAL BALANCE $58,000,000 CUT-OFF DATE PRINCIPAL BALANCE/UNIT $ 107,011 CUT-OFF DATE LTV RATIO 80.0% MATURITY DATE LTV RATIO 80.0% UW NCF DSCR 1.28x - ------------------------------------------------------------------------------- (1) See "--Additional Financing" below and "Risk Factors -- Risks Related to the Underlying Mortgage Loans -- Litigation May Adversely Affect Performance" in the prospectus supplement for a description of this litigation. PROPERTY INFORMATION - ------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Palm Beach Gardens, FL PROPERTY TYPE Multifamily, Conventional SIZE (UNITS) 542 OCCUPANCY % AS OF JULY 18, 2005 95.6% YEAR BUILT / YEAR RENOVATED 1970 / 2005 APPRAISED VALUE $72,500,000 PROPERTY MANAGEMENT Ceebraid-Signal Florida Management, Ltd. (affiliate of the borrower) UW ECONOMIC OCCUPANCY % 93.31% UW REVENUES $ 6,714,896 UW EXPENSES $ 2,132,939 UW NET OPERATING INCOME (NOI) $ 4,581,957 UW NET CASH FLOW (NCF) $ 4,446,457 - ------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 87 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 UNION SQUARE APARTMENTS - ------------------------------------------------------------------------------- UNION SQUARE APARTMENTS SUMMARY NUMBER OF APPROXIMATE UNIT APPROXIMATE NET % OF NET RENTABLE AVERAGE IN PLACE UNIT TYPE UNITS SIZE (SF) RENTABLE AREA (SF) AREA RENT - ------------------ ----------- ------------------ -------------------- ------------------- ----------------- 1-BR 181 805 145,705 26.6% $ 936 2-BR 315 1,088 342,720 62.5% $1,089 3-BR 46 1,300 59,800 10.9% $1,375 --- ----- ------- ----- ------ TOTAL/WTD. AVG. 542 1,012 548,306 100.0% $1,062 ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 88 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 UNION SQUARE APARTMENTS - ------------------------------------------------------------------------------- o THE LOAN. The subject mortgage loan (the "Union Square Apartments Loan") is secured by a first mortgage encumbering a 542-unit garden-style multifamily complex in affluent Palm Beach Gardens, Florida (the "Union Square Property"). The Union Square Apartments Loan represents approximately 1.5% of the initial mortgage pool balance and was originated by German American Capital Corporation. The Union Square Apartments Loan has a principal balance as of the cut-off date of $58,000,000. The Union Square Apartments Loan is a five-year interest only loan. The Union Square Apartments Loan has a remaining term of 60 months and matures on November 1, 2010. The Union Square Apartments Loan may be prepaid with the greater of (a) the payment of a yield maintenance premium or (b) 1% of the then outstanding principal balance of the Union Square Apartments Loan, on or after December 1, 2006 and may be prepaid without penalty or premium on or after November 1, 2009. o THE BORROWER. The borrower is CSC Union Square, LTD., a special purpose, bankruptcy remote entity. Legal counsel for the borrower delivered a non-consolidation opinion in connection with the origination of the Union Square Apartments Loan. The sponsors are Leslie Schlesinger, Adam Schlesinger, and Jason Schlesinger (the "Schlesingers") whom are all principals of Ceebraid-Signal Corporation ("CSC"). CSC has been creating and developing residential properties in prime locations for over 40 years. CSC specializes in the redevelopment of residential properties into boutique luxury communities. CSC has repositioned over 25,000 residential units throughout the eastern United States. The Schlesingers have personally guaranteed payment of any loss and cost incurred by the lender related to a lawsuit involving non-payment of a purchase money note. For a description of this litigation, see "Risk Factors--Risks Related to the Underlying Mortgage Loans--Litigation May Adversely Affect Performance" in the prospectus supplement. In addition, at loan closing the Schlesingers delivered a $5 million personal guaranty, which guaranty will be released upon the Union Square Apartments Property having achieved a minimum DSCR of 1.25x (on a 30-year amortizing basis) based on trailing 3-month income less the greater of underwritten or trailing 12-month expenses. o THE PROPERTY. The Union Square Apartments Property is a 542-unit garden-style apartment complex consisting of 51 two-story buildings situated on approximately 28.5 acres in Palm Beach Gardens and the strong Palm Beach Apartment Market. The Union Square Apartments Property was constructed in 1970 and was extensively renovated in 2003-2004 at a cost of approximately $17.8 million or ($32,841 per unit). Since completion of the renovation, the Union Square Apartments Property leased up units at a rate of approximately 36 units per month and reached a "stabilized" occupancy of 95.2% in January 2005. As of July 1, 2005, the occupancy rate for the Union Square Apartments Property was approximately 95.6%. Among the many amenities at the Union Square Apartments Property is a clubhouse house that houses a fitness center, business center with multiple computers, a 40-seat movie theater and a billiard room. In addition, the Union Square Apartments Property has three swimming pools and a putting green. Every component in the apartment buildings is new with the exception of the concrete block walls, foundation and base utility placement. Specifically, interiors in each and every apartment have been gutted and completely rebuilt receiving stone tile flooring, new carpeting in bedrooms, and all new appliances, including washers and dryers. Exterior improvements include new roofs, painting and upgrading of landscaping. The Union Square Apartments Property is located in the heart of Palm Beach Gardens, at the southwest quadrant of I-95 and PGA Boulevard. Palm Beach Gardens is known nationally as the "Golf Capital of the World" inasmuch as it contains seven championship golf courses and is home to the Professional Golfer's Association of America. o LOCK BOX ACCOUNT. All rents are required to be collected by the borrower and/or property manager and deposited into a lockbox and then swept daily to an account designated by the borrower. Upon the occurrence and during the continuance of an "event of default," as such term is defined in the Union Square Apartments Loan documents, the lender is permitted to direct the funds in the lockbox to a cash collateral account and apply such amounts pursuant to the cash management agreement. o MANAGEMENT. Ceebraid-Signal Florida Management Ltd. ("Ceebraid"), is the property manager for the Union Square Apartments Property. The property manager is affiliated with the borrower. Ceebraid manages over 40 properties with over 10,000 units consisting of cooperatives, condominiums and rentals as well as industrial parks, office space and retail centers. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 89 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 UNION SQUARE APARTMENTS o ADDITIONAL FINANCING. The borrower is currently involved in litigation related to the non-payment of a purchase money note ("PMN") entered into by the prior owner of the Union Square Apartments Property in 1986. In 1993, the borrower acquired the Union Square Apartments Property, assumed the PMN and subsequently failed to make certain payments under the PMN. The holder of the PMN commenced an action. Although the outstanding principal amount of the PMN is in dispute, the face amount of the PMN (as amended and after partial repayment) was $3,433,949.29. The litigation reserve will be released upon the settlement or final adjudication of the litigation. See "Risk Factors -- Risks Related to the Underlying Mortgage Loans -- Litigation May Adversely Affect Performance" in the prospectus supplement for a description of this litigation. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 90 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 91 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 485 7TH AVENUE - ------------------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE $57,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.5% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Abraham Talassazan OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.2370% MATURITY DATE September 1, 2015 AMORTIZATION TYPE Partial IO / Balloon INTEREST ONLY PERIOD (MOS.) 36 ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 118 / 360 LOCKBOX(1) Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes REPLACEMENT $ 48,000 TI/LC $ 180,000 REPAIR AND REMEDIATION $ 44,315 SEATTLE PACIFIC RESERVE(2) $ 119,970 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes / Yes REPLACEMENT(3) Springing TI/LC(4) Springing ADDITIONAL FINANCING(5) Yes CUT-OFF DATE PRINCIPAL BALANCE $57,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $ 238 CUT-OFF DATE LTV RATIO 80.62% MATURITY DATE LTV RATIO 71.72% UW NCF DSCR(6) 1.25x - ------------------------------------------------------------------------------- (1) Springing hard lockbox upon the occurrence of an event of default. (2) The Seattle Pacific Reserve is required to be released to the borrower when the tenant known as "Seattle Pacific" delivers an estoppel, indicating that no tenant improvement contributions from the borrower are owed to Seattle Pacific pursuant to its lease terms. (3) The $48,000 floor must be replenished at a monthly rate of $4,000 upon any decrease in the initial $48,000. (4) The $180,000 floor must be replenished at a monthly rate of $18,128 upon any decrease in the initial $180,000. (5) Holder(s) of the ownership interest in the borrower are permitted to incur mezzanine debt, subject to certain conditions in the loan documents that include, but are not limited to: (i) a combined loan-to-value ratio that is not more than 80% and (ii) a combined debt service coverage ratio of not less than 1.20x. (6) Calculated including a master lease executed by the loan sponsor for 16,021 square feet at $30.00 per square foot. [485 7TH AVENUE PICTURE OMITTED] PROPERTY INFORMATION - ------------------------------------------------------------------------------- LOCATION New York, NY NUMBER OF MORTGAGED PROPERTIES 1 PROPERTY TYPE Office, CBD SIZE (SF) 239,047 OCCUPANCY % AS OF AUGUST 24, 2005 94.1% YEAR BUILT / YEAR RENOVATED 1906 / 1999 APPRAISED VALUE $70,700,000 PROPERTY MANAGEMENT Eretz Group (affiliate of the borrower) UW ECONOMIC OCCUPANCY % 95.00% UW REVENUES $ 7,641,150 UW EXPENSES $ 2,648,351 UW NET OPERATING INCOME (NOI) $ 4,992,800 UW NET CASH FLOW (NCF) $ 4,729,656 - ------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 92 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 485 7TH AVENUE - ------------------------------------------------------------------------------- TENANT SUMMARY RATINGS NET RENTABLE TENANT NAME S&P/MOODY'S/FITCH(1) AREA (SF) - ----------------------------------- ---------------------- -------------- Atrium Parking Corp NR/NR/NR 40,451 Seatle Pacific Industries, Inc. NR/NR/NR 12,750 Davidson, Davidson & Kappel NR/NR/NR 12,750 Excelled Sheepskin NR/NR/NR 8,472 Shalov Stone & Bonner, LLP NR/NR/NR 7,800 Top 5 Tenants 82,223 Non-major Tenants 142,679 ------- Occupied Total 224,902 Vacant Space 14,145 ------- COLLATERAL TOTAL 239,047 ======= % OF % OF NET RENT ACTUAL ACTUAL DATE OF LEASE TENANT NAME RENTABLE AREA PSF RENT RENT EXPIRATION - ----------------------------------- --------------- ----------- ------------- ---------- -------------- Atrium Parking Corp 16.9% $ 12.24 $ 495,000 7.2% 02/28/11 Seatle Pacific Industries, Inc. 5.3% $ 16.75 $ 213,563 3.1% 03/31/09 Davidson, Davidson & Kappel 5.3% $ 46.85 $ 597,399 8.7% 08/31/11 Excelled Sheepskin 3.5% $ 32.00 $ 271,104 4.0% 05/31/12 Shalov Stone & Bonner, LLP 3.3% $ 39.67 $ 309,391 4.5% 08/31/07 Top 5 Tenants 34.4% $ 22.94 $1,886,457 27.6% Non-major Tenants 59.7% $ 34.66 $4,945,411 72.4% ----- ------- ---------- ----- Occupied Total 94.1% $ 30.38 $6,831,868 100.0% Vacant Space 5.9% ----- COLLATERAL TOTAL 100.0% ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. LEASE ROLLOVER SCHEDULE WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING(2) OF SF ROLLING(2) RENT ROLLING PLACE RENT ROLLING - -------------- ------------- ------------------- ---------- --------------- ------------------ --------------- ------------------- 2005 9 $ 34.12 7,959 3.33% 3.33% 3.98% 3.98% 2006 10 $ 39.17 13,721 5.74% 9.07% 7.87% 11.84% 2007 10 $ 38.04 25,182 10.53% 19.60% 14.02% 25.86% 2008 8 $ 29.18 13,490 5.64% 25.25% 5.76% 31.62% 2009 11 $ 24.74 33,443 13.99% 39.24% 12.11% 43.73% 2010 14 $ 30.85 28,566 11.95% 51.19% 12.90% 56.63% 2011 9 $ 23.11 74,792 31.29% 82.47% 25.30% 81.93% 2012 2 $ 34.67 15,124 6.33% 88.80% 7.68% 89.61% 2013 1 $ 133.33 2,400 1.00% 89.81% 4.68% 94.29% 2014 4 $ 38.15 10,225 4.28% 94.08% 5.71% 100.00% 2015 0 $ 0.00 0 0.00% 94.08% 0.00% 100.00% 2016 0 $ 0.00 0 0.00% 94.08% 0.00% 100.00% 2017 0 $ 0.00 0 0.00% 94.08% 0.00% 100.00% Thereafter 0 $ 0.00 0 0.00% 94.08% 0.00% 100.00% - ------- -- ------ ----- ------ TOTALS 78 224,902 94.08% 100.00% == ======= ===== ====== (2) Calculated based on total square footage of 239,047. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 93 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 LOEWS UNIVERSAL HOTEL PORTFOLIO - ------------------------------------------------------------------------------- [LOEWS UNIVERSAL HOTEL PORTFOLIO PICTURES OMITTED] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 94 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 LOEWS UNIVERSAL HOTEL PORTFOLIO - ------------------------------------------------------------------------------- LOAN INFORMATION - ------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE(1) $ 55,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.4% SHADOW RATING (S/M/F) BBB- / Baa3 / BBB- NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Loews Corporation (50%), NBC Universal (25%) and The Rank Group PLC (25%) OWNERSHIP INTEREST Leasehold MORTGAGE RATE 4.7250% MATURITY DATE July 1, 2015 AMORTIZATION TYPE Interest Only INTEREST ONLY PERIOD (MOS.) 120 ORIGINAL TERM / AMORTIZATION TERM 120 / Interest Only REMAINING TERM / REMAINING AMORTIZATION TERM 116 / Interest Only LOCKBOX(3) Springing Hard UP-FRONT RESERVES(4) TAX / INSURANCE No / No ONGOING MONTHLY RESERVES(4) TAX / INSURANCE No / No ADDITIONAL FINANCING(1)(2) Yes SENIOR WHOLE LOAN LOAN ------------ ------------ CUT-OFF DATE PRINCIPAL BALANCE $400,000,000 $450,000,000 CUT-OFF DATE PRINCIPAL BALANCE/ROOM $ 166,667 $ 187,500 CUT-OFF DATE LTV RATIO 52.84% 59.45% MATURITY DATE LTV RATIO 52.84% 59.45% UW NCF DSCR 3.61x 3.15x - ------------------------------------------------------------------------------- (1) The total financing amount of the Loews Universal Hotel Portfolio Loan is $450,000,000 (the "Loews Universal Hotel Portfolio Whole Loan") consisting of five A-Notes totaling $400,000,000 ("Senior Loan") and two pari passu B-Notes, each with an original balance of $25,000,000 (together, the "B-Note"). The Loews Universal Hotel Portfolio Whole Loan was co-originated by German American Capital Corporation and JPMorgan Chase Bank, N.A. The $55,000,000 A-3 Note is included in the trust. The $65,000,000 A-1 Note was included in the COMM 2005-C6 transaction, the $80,000,000 A-2 Note was included in the GE 2005-C3 transaction, the $100,000,000 A-4 Note was included in the JPMCC 2005-CIBC12 transaction and the $100,000,000 A-5 Note was included in the JPMCC 2005-LDP3 transaction. The B-Note was certificated and issued as part of the JPMCC 2005-CIBC12 transaction. (2) Sponsors of the borrower are permitted to incur mezzanine indebtedness in an amount not to exceed $50,000,000 subject to certain conditions in the loan documents that include, but are not limited to: (i) debt service coverage ratio of the total combined debt shall be greater than or equal to 110% of the debt service coverage ratio as of the closing date of the loan and (ii) the loan-to-value ratio for the total combined debt is not greater than 55% of the loan-to-value ratio as determined by a new appraisal obtained by lender. (3) Upon the occurrence of: (i) an event of default, as such term is defined in the loan documents or (ii) a debt service coverage ratio below 1.35x for two consecutive calendar quarters ("Lockbox Event"), all funds are required to be deposited into a lender controlled account. (4) During the continuance of a Lockbox Event, monthly reserves will be collected for: (i) taxes and insurance, (ii) debt service, (iii) FF&E, (iv) ground lease payments, (v) management fees and (vi) fees due under the Hard Rock license agreement. PROPERTY INFORMATION - ------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 3 LOCATION Orlando, FL PROPERTY TYPE Hospitality, Full Service SIZE (ROOMS) 2,400 OCCUPANCY % T-12 MAY 31, 2005 82.7% YEAR BUILT / YEAR RENOVATED Loews Portofino Bay - 1999 Hard Rock Hotel - 2001 Loews Royal Pacific - 2002 APPRAISED VALUE $757,000,000 PROPERTY MANAGEMENT Loews Orlando Operating Company, Inc. (a borrower affiliate) UW ECONOMIC OCCUPANCY % 82.0% UW REVENUES $230,239,687 UW EXPENSES $151,778,146 UW NET OPERATING INCOME (NOI) $ 78,461,540 UW NET CASH FLOW (NCF) $ 69,251,953 - ------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 95 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 LOEWS UNIVERSAL HOTEL PORTFOLIO - ------------------------------------------------------------------------------- LOEWS UNIVERSAL HOTEL PORTFOLIO SUMMARY CUT-OFF CUT-OFF DATE YEAR BUILT / DATE PRINCIPAL YEAR TOTAL BALANCE PROPERTY NAME CITY, STATE BALANCE RENOVATED ROOMS PER ROOM(1) - ---------------------- ------------- -------------- -------------- ------- ------------- Loews Portofino Bay Orlando, FL $22,244,445 1999 750 215,704 Loews Royal Pacific Orlando, FL 18,700,000 2002 1,000 136,000 Hard Rock Hotel Orlando, FL 14,055,555 2001 650 157,265 ----------- ----- ------- $55,000,000 2,400 166,667 APPRAISED UNDERWRITTEN APPRAISED VALUE NET CASH PROPERTY NAME OCCUPANCY(2) VALUE PER ROOM FLOW ADR(1) REVPAR(1) - ---------------------- -------------- ------------- ----------- ------------- ------------ ------------ Loews Portofino Bay 78.85% 280,000,000 373,333 $24,584,499 $ 223.51 $ 176.23 Loews Royal Pacific 84.23% 261,000,000 261,000 25,892,112 $ 169.87 $ 143.07 Hard Rock Hotel 84.96% 216,000,000 332,308 18,775,342 $ 215.64 $ 183.20 ----- ----------- ------- ----------- -------- -------- 82.74% 757,000,000 315,417 $69,251,953 $ 198.57 $ 164.30 (1) Based on full Senior Loan balance. (2) Trailing 12 months numbers through May 31, 2005. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 96 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 [THIS PAGE INTENTIONALLY LEFT BLANK.] ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 97 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 QUARTERMASTER PLAZA SHOPPING CENTER - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER GACC CUT-OFF DATE PRINCIPAL BALANCE $43,600,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR Forest City Enterprises and Bruce Ratner OWNERSHIP INTEREST Fee Simple and Leasehold MORTGAGE RATE 5.2900% MATURITY DATE October 1, 2015 AMORTIZATION TYPE Partial IO / Balloon INTEREST ONLY PERIOD (MOS) 72 ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 119 / 360 LOCKBOX In-Place Soft, Springing Hard UP-FRONT RESERVES TAX / INSURANCE Yes / No SPECIAL LEASING RESERVE(1) $ 600,000 FREE RENT RESERVE(2) $ 250,000 ONGOING MONTHLY RESERVES TAX / INSURANCE Yes / No REPLACEMENT $ 1,593 TI/LC(3) Springing ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $43,600,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $ 228 CUT-OFF DATE LTV RATIO(4) 77.83% MATURITY DATE LTV RATIO 73.30% UW NCF DSCR(5)(6) 1.09x - -------------------------------------------------------------------------------- (1) The loan is structured with a $600,000 special leasing reserve, which will be released as follows: with respect to the Blockbuster portion of the reserve, $300,000 will be released upon the satisfaction of the following conditions: a debt service coverage ratio equal to or greater than 1.45x (as determined based on the annual interest-only payments required under the note and the then current rents in place, annualized) (the "DSCR condition") and (a) if the new lease is with Blockbuster or an "acceptable substitute tenant" (defined as an investment grade tenant or nationally recognized tenant that operates more than 100 stores in the United States), such tenant has delivered a satisfactory, executed lease for a date certain on which rent will commence or such tenant is in occupancy and paying full rent under the lease, or (b) if the new lease is with another tenant, such tenant (i) is acceptable to lender, (ii) has delivered a satisfactory, executed lease, (iii) is in occupancy and paying full rent and (iv) has provided an acceptable tenant estoppel. With respect to the lease-up of the vacant 8,000 square foot pad site (the "Pad Earnout"), $300,000 will be released upon, (a) if the tenant is an "acceptable substitute tenant" (as defined above), a satisfactory executed lease for a date certain on which rent will commence and satisfaction of the DSCR condition or (b) with respect to any other tenant, delivery of a satisfactory executed lease and tenant estoppel and the tenant is in occupancy and paying full rent. (2) The loan is structured with a reserve to cover the free rent periods for three tenants: Conway and DEB Shops are expected to begin paying rent in December 2005, and 10-Spot is expected to begin paying rent in the first quarter of 2006. (3) Ongoing monthly deposits of the TI/LC Reserve will be waived unless and until either Staples, AJ Wright, Petsmart or Conway, fails to provide notice of renewal of its lease within the time period required. [QUARTERMASTER PLAZA SHOPPING CENTER PICTURE OMITTED] PROPERTY INFORMATION - -------------------------------------------------------------------------------- LOCATION Philadelphia, PA NUMBER OF MORTGAGED PROPERTIES 1 PROPERTY TYPE Retail, Anchored SIZE (SF) 191,096 OCCUPANCY % AS OF AUGUST 22, 2005 92.7% YEAR BUILT / YEAR RENOVATED 2004 APPRAISED VALUE $55,250,000 PROPERTY MANAGEMENT First New York Partners UW ECONOMIC OCCUPANCY % 87.65% UW REVENUES $ 3,778,869 UW EXPENSES $ 557,487 UW NET OPERATING INCOME (NOI) $ 3,221,381 UW NET CASH FLOW (NCF) $ 3,132,604 - -------------------------------------------------------------------------------- (4) Calculated based upon a principal balance reduced by the $600,000 holdback. (5) Calculated based upon reamortizing debt service payments that would be in effect if the principal balance was reduced by the $600,000 holdback. (6) The debt service coverage ratio calculated on an interest-only basis is 1.34x. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 98 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 QUARTERMASTER PLAZA SHOPPING CENTER - -------------------------------------------------------------------------------- TENANT SUMMARY % OF NET % OF RATINGS NET RENTABLE RENTABLE ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(1) AREA (SF) AREA RENT PSF ACTUAL RENT RENT EXPIRATION - -------------------- ---------------------- -------------- ---------- ---------- ------------- ---------- -------------- AJ Wright A / A3 / NR 25,200 13.2% $ 10.25 $ 258,300 7.5% 10/31/14 Conway NR / NR / NR 23,146 12.1% $ 17.00 $ 393,480 11.4% 11/30/15 Staples BBB / Baa2 / BBB 20,388 10.7% $ 15.50 $ 316,020 9.1% 01/31/20 PetsMart BB- / NR / NR 19,107 10.0% $ 18.00 $ 343,932 9.9% 01/31/15 Walgreens A+ / Aa3 / NR 14,560 7.6% $ 30.22 $ 440,004 12.7% 03/31/80 Top 5 Tenants 102,401 53.6% $ 17.11 $1,751,736 50.6% Non-major Tenants 74,645 39.1% $ 22.95 $1,712,988 49.4% ------- ---- ------- ---------- ----- Occupied Total 177,046 92.6% $ 19.57 $3,464,713 100.0% Vacant Space 14,050 7.4% ------- ---- COLLATERAL TOTAL 191,096 100% ======= ==== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. LEASE ROLLOVER SCHEDULE WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF YEAR ROLLING ROLLING ROLLING - -------------- ------------- ------------------- ---------- 2005 1 $ 22.00 6,388 2006 0 $ 0.00 0 2007 0 $ 0.00 0 2008 0 $ 0.00 0 2009 1 $ 26.00 3,000 2010 2 $ 27.91 6,157 2011 1 $ 23.50 2,800 2012 0 $ 0.00 0 2013 0 $ 0.00 0 2014 5 $ 16.01 44,886 2015 8 $ 18.62 74,867 2016 0 $ 0.00 0 2017 0 $ 0.00 0 Thereafter 3 $ 23.01 38,948 - ------- - ------ TOTALS 21 177,046 ======= % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR SF ROLLING(2) OF SF ROLLING(2) RENT ROLLING PLACE RENT ROLLING - -------------- --------------- ------------------ --------------- ------------------- 2005 3.34% 3.34% 4.06% 4.06% 2006 0.00% 3.34% 0.00% 4.06% 2007 0.00% 3.34% 0.00% 4.06% 2008 0.00% 3.34% 0.00% 4.06% 2009 1.57% 4.91% 2.25% 6.31% 2010 3.22% 8.13% 4.96% 11.27% 2011 1.47% 9.60% 1.90% 13.17% 2012 0.00% 9.60% 0.00% 13.17% 2013 0.00% 9.60% 0.00% 13.17% 2014 23.49% 33.09% 20.74% 33.91% 2015 39.18% 72.27% 40.23% 74.14% 2016 0.00% 72.27% 0.00% 74.14% 2017 0.00% 72.27% 0.00% 74.14% Thereafter 20.38% 92.65% 25.86% 100.00% - ------- ----- ------ TOTALS 92.65% 100.00% ===== ====== (2) Calculated based on total square footage of 191,096. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 99 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 ONE FINANCIAL PLAZA - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE $43,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Acquisition SPONSOR(1) Behringer Harvard REIT I, Inc. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 5.1410% MATURITY DATE August 11, 2015 AMORTIZATION TYPE Partial IO/Balloon INTEREST ONLY PERIOD (MOS.) 60 ORIGINAL TERM / AMORTIZATION TERM 120 / 360 REMAINING TERM / REMAINING AMORTIZATION TERM 117 / 360 LOCKBOX In-Place Hard UP-FRONT RESERVES TAX / INSURANCE Yes / Yes TI/LC $ 4,000,000 TI AND FREE RENT OBLIGATIONS $ 714,884 ONGOING MONTHLY RESERVES TAX/INSURANCE Yes / Yes REPLACEMENT $ 6,565 TI/LC(2) $ 0 ADDITIONAL FINANCING No CUT-OFF DATE PRINCIPAL BALANCE $43,000,000 CUT-OFF DATE PRINCIPAL BALANCE/SF $ 109 CUT-OFF DATE LTV RATIO 75.17% MATURITY DATE LTV RATIO 69.48% UW NCF DSCR 1.21x - -------------------------------------------------------------------------------- (1) The borrower may transfer tenant-in-common ("TIC") interests in the property to up to 30 TIC investors on or after August 11, 2006, subject to satisfaction of certain requirements set forth in the loan documents, so long as the sponsor or affiliates thereof retain, directly or indirectly, a 25% interest in the property. (2) Commencing on August 11th, 2006 and continuing on the eleventh calendar day of each month thereafter, the borrower shall deliver to Lender an amount equal to $16,667.67 ($0.51/SF/year). [ONE FINANCIAL PLAZA PICTURE OMITTED] PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Minneapolis, MN PROPERTY TYPE Office, CBD SIZE (SF) 393,902 OCCUPANCY % AS OF AUGUST 1, 2005 81.4% YEAR BUILT / YEAR RENOVATED 1960 / 1997 APPRAISED VALUE $57,200,000 PROPERTY MANAGEMENT Zeller Realty Corporation under subcontract with HPT Management Services UW ECONOMIC OCCUPANCY % 84.0% UW REVENUES $ 8,415,449 UW EXPENSES $ 4,615,413 UW NET OPERATING INCOME (NOI) $ 3,800,036 UW NET CASH FLOW (NCF) $ 3,416,063 - -------------------------------------------------------------------------------- ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 100 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 ONE FINANCIAL PLAZA - -------------------------------------------------------------------------------- TENANT SUMMARY % OF NET % OF RATINGS NET RENTABLE RENTABLE RENT ACTUAL ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(1) AREA (SF) AREA PSF RENT RENT EXPIRATION - ------------------------- ---------------------- -------------- ---------- ----------- ------------- ---------- -------------- Deloitte & Touche NR/NR/NR 148,474 37.7% $ 10.05 $1,492,441 37.6% 12/31/08 Martin-Williams, Inc. NR/NR/NR 22,555 5.7% $ 20.17 $ 455,002 11.5% 09/07/07 Clarity Coverdale Fury Advertising NR/NR/NR 16,901 4.3% $ 11.25 $ 190,136 4.8% 07/31/09 Kurt Salmon Associates NR/NR/NR 11,051 2.8% $ 4.57 $ 50,503 1.3% 01/31/09 Lapp, Libra, Thomson NR/NR/NR 7,108 1.8% $ 12.50 $ 88,850 2.2% 09/30/08 Top 5 Tenants 206,089 52.3% $ 11.05 $2,276,932 57.4% Non-major Tenants 114,650 29.1% $ 14.73 $1,689,167 42.6% ------- ----- ------- ---------- ----- Occupied Total 320,739 81.4% $ 12.37 $3,966,099 100.0% Vacant Space 73,163 18.6% ------- ----- COLLATERAL TOTAL 393,902 100.0% ======= ===== (1) Certain ratings are those of the parent whether or not the parent guarantees the lease. LEASE ROLLOVER SCHEDULE WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ---------------- ------------- ------------------- ---------- ------------ --------------- --------------- ------------------- 2005(2) 4 $ 23.09 6,280 1.6% 1.6% 3.7% 3.7% 2006 3 $ 17.00 12,632 3.2% 4.8% 5.4% 9.1% 2007 12 $ 17.08 60,484 15.4% 20.2% 26.0% 35.1% 2008 7 $ 10.49 171,368 43.5% 63.7% 45.3% 80.4% 2009 8 $ 10.11 42,253 10.7% 74.4% 10.8% 91.2% 2010 5 $ 10.99 16,533 4.2% 78.6% 4.6% 95.8% 2011 2 $ 33.51 2,097 0.5% 79.1% 1.8% 97.5% 2012 0 $ 0.00 0 0.0% 79.1% 0.0% 97.5% 2013 0 $ 0.00 0 0.0% 79.1% 0.0% 97.5% 2014 1 $ 22.50 1,740 0.4% 79.6% 1.0% 98.5% 2015 2 $ 7.91 7,352 1.9% 81.4% 1.5% 100.0% -- ------- ---- ----- TOTALS 44 320,739 81.4% 100.0% == ======= ==== ===== (2) Includes MTM tenants whose leases expired during or prior to 2005 but the tenant was still in occupancy and paying rent to the borrower as of the occupancy date. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 101 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CHICO MALL(1)(9) - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- MORTGAGE LOAN SELLER CGM CUT-OFF DATE PRINCIPAL BALANCE(2) $42,000,000 PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE 1.1% NUMBER OF MORTGAGE LOANS 1 LOAN PURPOSE Refinance SPONSOR General Growth Properties, Inc., GGPLP L.L.C. OWNERSHIP INTEREST Fee Simple MORTGAGE RATE 4.7360% MATURITY DATE February 11, 2009 AMORTIZATION TYPE Balloon ORIGINAL TERM / AMORTIZATION TERM 39 / 351 REMAINING TERM / REMAINING AMORTIZATION TERM 39 / 351 LOCKBOX In-Place Hard, Springing Cash Management UP-FRONT RESERVES TAX / INSURANCE No / No ONGOING MONTHLY RESERVES(3) TAX/INSURANCE Springing REPLACEMENT Springing TI/LC Springing ADDITIONAL FINANCING(4) Yes MORTGAGE LOAN(5) LOAN COMBINATION(6) --------------- ----------------------- CUT-OFF DATE PRINCIPAL BALANCE $ 42,000,000 $60,320,340 CUT-OFF DATE PRINCIPAL BALANCE/SF $ 108 $ 155 CUT-OFF DATE LTV RATIO 52.37% 75.21% MATURITY DATE LTV RATIO 49.59% 71.22% UW NCF DSCR 1.79x 1.25x LOAN SHADOW RATING MOODY'S/S&P(7) Baa3/BBB- - -------------------------------------------------------------------------------- (1) The Chico Mall Loan is part of a "loan combination" consisting of three (3) mortgage loans made to the same borrower and secured by the same mortgage lien: (a) the Chico Mall Loan, which has a cut-off date principal balance of $42,000,000 and will be included in the trust fund; and (b) two generally subordinate Chico Mall Non-Trust Loans, which have an aggregate cut-off date principal balance of $18,320,340 and will not be included in the trust fund. (2) Represents cut-off date principal balance of the Chico Mall Loan. (3) Upon the occurrence and during the continuance of the trigger event with respect to the Chico Mall Loan, the borrower shall pay to lender on each monthly payment date (a) one-twelfth of the taxes and insurance that lender reasonably estimates will be payable during the next ensuring twelve months, (b) $5,351.17 ($0.16/SF/Year), capped at $64,214 (one year of collections) and (c) $17,761.88 ($0.55/SF/Year), capped at $213,142.50 (one year of collections). A "trigger event" means the occurrence of (i) an event of default under the Chico Mall Loan or (ii) the date on which the debt service coverage ratio (based on the Chico Mall Loan, the Chico Mall Non-Trust Loan and any permitted mezzanine debt) drops below 1.15x (on or before December 31, 2005) or 1.20x (after December 31, 2005). A trigger event will continue until the applicable event of default is cured or waived or until the date on which the debt service coverage equals or exceeds 1.15x (on or before December 31, 2005) or 1.20x (after December 31, 2005). (4) Under the related loan documents, the sole member of borrower is permitted to obtain mezzanine financing secured by its ownership interest in the borrower, subject to, among other conditions: (i) a maximum loan-to-value ratio (based on the aggregate balances of the Chico Mall Loan, the Chico Mall Non-Trust Loan and the mezzanine debt) of 76%; (ii) if the mezzanine debt bears interest at a floating rate, the maintenance of an interest rate cap agreement during the term of the mezzanine loan with a strike price that results in a debt service coverage ratio (based on the aggregate debt service payments under the Chico Mall Loan, the Chico Mall Non-Trust Loan and the mezzanine debt) of no less than 1.27x; (iii) if the mezzanine debt bears interest at a fixed rate, a weighted average debt service constant (based on the aggregate balances of the Chico Mall Loan, the Chico Mall Non-Trust Loan and the mezzanine debt) of no greater than 6.27%; (iv) the debt service coverage ratio (based on the aggregate debt service payments under the Chico Mall Loan, the Chico Mall Non-Trust Loan and the mezzanine debt) immediately following the closing of the mezzanine debt will not be less than 1.27x (with the interest rate for any portion of the mezzanine debt that bears interest at a floating rate calculated using the strike price referred to in clause (ii) above); (v) rating agency confirmation; and (vi) an intercreditor agreement in form and substance acceptable to the rating agencies and reasonably acceptable to the mortgage lender. The holders of indirect ownership interests in the borrower are permitted to pledge their interests as security for additional debt, provided that, among other things, the following conditions are satisfied: (i) no event of default under the Chico Mall Loan has occurred and is continuing, (ii) the pledge is to a "qualified pledgee" or is subject to the lender's prior written consent, which may be withheld in the lender's sole and absolute discretion, provided that the lender's consent may not be unreasonably withheld, if the borrower has delivered rating agency confirmation that the pledge will not, in and of itself, result in a downgrade, withdrawal or qualification of the ratings assigned to the series CD 2005-C1 certificates, and (iii) in the event the property manager of the Maine Mall Property will change in connection with the pledge, the replacement property manager must meet the conditions of a substantive manager set forth in the related loan documents. Pledges of equity to or from affiliates of the borrower are also permitted. A "qualified pledgee" generally means (i) one or more institutional entities that (A) has total assets (in name or under management) in excess of $650,000,000, and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity of $250,000,000; and (B) is regularly engaged in the business of making or owning commercial real estate loans or commercial loans secured by a pledge of interests in a mortgage borrower or owning and operating commercial mortgage properties; or (ii) an entity for which the borrower has obtained rating agency confirmation that the pledge to such entity will not, in and of itself, result in a downgrade, withdrawal or qualification of the ratings assigned to the series CD 2005-C1 certificates. [CHICO MALL PICTURE OMITTED] PROPERTY INFORMATION - -------------------------------------------------------------------------------- NUMBER OF MORTGAGED PROPERTIES 1 LOCATION Chico, CA PROPERTY TYPE Retail, Regional Mall SIZE (SF)(8) 389,260 OCCUPANCY % AS OF JANUARY 10, 2005(8) 85.0% YEAR BUILT / YEAR RENOVATED 1988 / 1993 APPRAISED VALUE $80,200,000 PROPERTY MANAGEMENT General Growth Management, Inc. UW ECONOMIC OCCUPANCY % 83.9% UW REVENUES $7,432,462 UW EXPENSES $2,480,438 UW NET OPERATING INCOME (NOI) $4,952,025 UW NET CASH FLOW (NCF) $4,762,563 - -------------------------------------------------------------------------------- (5) Calculated based on the Chico Mall Loan. (6) Calculated based on the aggregate of the Chico Mall Loan and the Chico Mall Non-Trust Loan. (7) Moody's and S&P have confirmed that the Chico Mall Loan has, in the context of its inclusion in the trust, the credit characteristics consistent with that of an investment-grade rated obligation. (8) Does not reflect the square footage of space held by tenants under a ground lease. (9) The related loan documents permit the borrower to obtain the release of one or more parcels or outlots proposed to be transferred to a third party in connection with the expansion or other development of the Chico Mall Property upon satisfaction of certain conditions, including but not limited to, that (i) no default or event of default has occurred and is continuing under the borrower, (ii) the parcel is vacant, non-income producing and unimproved and (iii) each rating agency rating the series CD 2005-C1 certificates has confirmed that the release will not result in a downgrade, withdrawal or qualification of the then-current ratings assigned to the series 2005-C1 certificates. In addition, the related loan documents permit the borrower to obtain a release of one or more portions of the Chico Mall Property provided that certain conditions in the related loan documents are satisfied including that the portion to be released must be vacant, non-income producing and unimproved or improved by landscaping utility facilities or surface parking or be a specified anchor location that simultaneously with such release the mortgage be spread to a substitute parcel of reasonably equivalent to value condition and utility and Borrower satisfy other conditions set forth in the related loan documents provided that a rating confirmation is not required. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 102 PRELIMINARY - SUBJECT TO CHANGE STRUCTURAL AND COLLATERAL TERM SHEET CD 2005-C1 CHICO MALL - -------------------------------------------------------------------------------- TENANT SUMMARY(1) % OF RATINGS NET RENTABLE % OF NET RENT ACTUAL ACTUAL DATE OF LEASE TENANT NAME S&P/MOODY'S/FITCH(2) AREA (SF) RENTABLE AREA PSF RENT RENT EXPIRATION - ------------------------ ---------------------- -------------- --------------- ---------- ------------- ---------- -------------- Anchor Owned J.C. Penney NR/NR/NR SHADOW ANCHOR -- NOT PART OF COLLATERAL Anchor Tenants Sears BB+/Ba1/BB 85,450 21.5% $ 3.50 $ 299,100 7.0% 08/02/08 Gottschalks NR/NR/NR 81,500 20.5% $ 5.16 $ 420,504 9.8% 12/31/17 ----- ------- ---------- ----- Total Anchor Tenants 166,950 41.9% $ 4.31 $ 719,604 16.7% Copeland Sports NR/NR/NR 15,000 3.8% $ 13.32 $ 199,800 4.6% 08/31/08 Lerner New York NR/NR/NR 9,000 2.3% $ 16.00 $ 144,000 3.3% MTM(3) Gap Baa3/BBB-/BBB- 6,558 1.6% $ 11.00 $ 72,144 1.7% 01/31/07 American Eagle NR/NR/NR 5,577 1.4% $ 23.00 $ 128,268 3.0% 11/30/10 Anchor Blue NR/NR/NR 5,414 1.4% $ 17.50 $ 94,740 2.2% 01/31/11 ----------- ----- ------- ---------- ----- Top 5 In-Line Tenants 41,549 10.4% $ 15.38 $ 638,952 14.9% Non-major Tenants 131,449 33.0% $ 22.39 $2,942,826 68.4% ----------- ----- ------- ---------- ----- Occupied Total 339,948 85.4% $ 12.65 $4,301,382 100.0% Vacant Space 58,312 14.6% ----------- ----- COLLATERAL TOTAL 398,260 100.0% =========== ===== TENANT SUMMARY(1) WTD. AVG. IN PLACE # OF LEASES BASE RENT PSF TOTAL SF % OF TOTAL CUMULATIVE % % OF IN PLACE CUMULATIVE % OF IN YEAR ROLLING ROLLING ROLLING SF ROLLING OF SF ROLLING RENT ROLLING PLACE RENT ROLLING - ------------------ ------------- ------------------- ---------- ------------ --------------- --------------- ------------------- 2005(3) 15 $ 16.89 30,987 7.8% 7.8% 12.2% 12.2% 2006 8 $ 20.32 15,527 3.9% 11.7% 7.3% 19.5% 2007 7 $ 15.20 22,979 5.8% 17.4% 8.1% 27.6% 2008 9 $ 7.25 110,500 27.7% 45.2% 18.6% 46.3% 2009 6 $ 30.67 11,459 2.9% 48.1% 8.2% 54.4% 2010 4 $ 22.95 10,444 2.6% 50.7% 5.6% 60.0% 2011 7 $ 21.50 15,772 4.0% 54.7% 7.9% 67.9% 2012 3 $ 22.44 7,017 1.8% 56.4% 3.7% 71.5% 2013 6 $ 29.81 8,796 2.2% 58.6% 6.1% 77.6% 2014 7 $ 24.65 12,774 3.2% 61.8% 7.3% 85.0% 2015 4 $ 19.74 9,193 2.3% 64.1% 4.2% 89.2% -- ------- ---- ---- TOTALS 76 255,448 64.1% 89.2% == ======= ==== ==== (1) Calculated using 398,260 square feet, which includes tenants that occupy space pursuant to ground leases. (2) Certain ratings are those of the parent whether or not the parent guarantees the lease. (3) Includes MTM tenants whose leases expired during or prior to 2005 but the tenant was still in occupancy and paying rent to the borrower as of the occupancy date. ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, SUPERSEDES ANY PRIOR INFORMATION PROVIDED TO YOU AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU. THIS TERM SHEET IS FURNISHED TO PROSPECTIVE INVESTORS SOLELY FOR THE PURPOSES OF EVALUATION THE SECURITIES DESCRIBED HEREIN. THE INFORMATION CONTAINED HEREIN MAY NOT BE REPRODUCED OR USED IN WHOLE OR IN PART FOR ANY OTHER PURPOSES. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON THIS MATERIAL ONLY. THIS MATERIAL IS FOR YOUR INFORMATION AND WE ARE NOT SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. THIS MATERIAL IS BASED ON INFORMATION THAT WE CONSIDER RELIABLE. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED THEREIN. NO UNDERWRITER MAKES ANY REPRESENTATIONS REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. EACH UNDERWRITER AND ITS AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL IS FURNISHED TO YOU BY ONE OF THE UNDERWRITERS LISTED ABOVE, AND NOT BY THE ISSUER OF THE SECURITIES. NONE OF THE UNDERWRITERS LISTED ABOVE IS ACTING AS AGENT FOR THE ISSUER OR ITS AFFILIATES IN CONNECTION WITH THE PROPOSED TRANSACTION. THE ISSUER HAS NOT PREPARED OR TAKEN PART IN THE PREPARATION OF THESE MATERIALS. Page 103
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