Filed pursuant to Rule 424(b)(5) File No. 333-127304 The information in this prospectus supplement is not complete and may be changed. We may not sell these securities, nor will we accept offers to buy these securities, prior to the time a final prospectus supplement is delivered. This prospectus supplement is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED OCTOBER 24, 2005 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED AUGUST 15, 2005) CD 2005-C1 COMMERCIAL MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES CD 2005-C1 CLASS A-1, CLASS A-2FL, CLASS A-2FX, CLASS A-3, CLASS A-SB, CLASS A-4, CLASS A-1A, CLASS A-MFL, CLASS A-MFX, CLASS A-J, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS XP APPROXIMATE TOTAL OFFERED CERTIFICATE PRINCIPAL BALANCE AT INITIAL ISSUANCE: $3,582,528,000 We, Citigroup Commercial Mortgage Securities Inc., have prepared this prospectus supplement in order to offer the classes of commercial mortgage pass-through certificates identified above. These certificates are the only securities offered by this prospectus supplement. This prospectus supplement specifically relates to, and is accompanied by, our prospectus dated August 15, 2005. We will not list the offered certificates on any national securities exchange or any automated quotation system of any registered securities associations, such as NASDAQ. The offered certificates will represent interests only in the trust identified in the title above. The offered certificates will not represent interests in or obligations of any other party. The assets of the trust will include a pool of multifamily and commercial mortgage loans with the characteristics described in this prospectus supplement. No governmental agency or instrumentality or private insurer has insured or guaranteed the offered certificates or any of the mortgage loans that back them. Each class of offered certificates will receive monthly distributions of interest, principal or both, commencing in December 2005. The table on page S-7 of this prospectus supplement contains a list of the classes of offered certificates and sets forth the total initial principal balance or notional amount, as applicable, pass-through rate and other select characteristics of each of those classes. Credit enhancement is being provided through the subordination of various other classes, including multiple non-offered classes, of series CD 2005-C1 certificates. That same table on page S-7 of this prospectus supplement also contains a list of the non-offered classes of the series CD 2005-C1 certificates. ---------------- YOU SHOULD FULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-65 IN THIS PROSPECTUS SUPPLEMENT AND ON PAGE 14 IN THE ACCOMPANYING PROSPECTUS PRIOR TO INVESTING IN THE OFFERED CERTIFICATES. ---------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ---------------- Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, Lehman Brothers Inc., Nomura Securities International, Inc., PNC Capital Markets, Inc. and Wachovia Capital Markets, LLC are the underwriters for this offering. They will purchase the offered certificates from us, although not every underwriter may be obligated to purchase offered certificates from us. Our proceeds from the sale of the offered certificates will equal approximately % of the total initial principal balance of the offered certificates, plus accrued interest (except in the case of the class A-2FL and A-MFL certificates), before deducting expenses payable by us. Each underwriter currently intends to sell its allocation of offered certificates from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. See "Method of Distribution" in this prospectus supplement. With respect to this offering, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as joint bookrunning managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to % of the class certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to the remainder of the class certificates and all other classes of offered certificates. Banc of America Securities LLC, Lehman Brothers Inc., Nomura Securities International, Inc., PNC Capital Markets, Inc. and Wachovia Capital Markets, LLC are co-managers. CITIGROUP DEUTSCHE BANK SECURITIES PNC CAPITAL MARKETS, INC. BANC OF AMERICA SECURITIES LLC NOMURA LEHMAN BROTHERS WACHOVIA SECURITIES ---------------- The date of this prospectus supplement is , 2005.
COMMERCIAL MORTGAGE TRUST CD 2005-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES CD 2005-C1 [US MAP OMITTED] CALIFORNIA MISSISSIPPI MARYLAND ILLINOIS 38 properties 1 property 9 properties 1 property 643,878,566 2,793,619 228,928,921 7,400,000 16.6% of total 0.1% of total 5.9% of total 0.2% of total SOUTHERN CALIFORNIA TENNESSEE NEW JERSEY WISCONSIN 26 properties 3 properties 11 properties 2 properties 478,196,120 57,012,490 208,090,760 5,926,402 12.3% of total 1.5% of total 5.4% of total 0.2% of total ARIZONA ALABAMA CONNECTICUT MINNESOTA 9 properties 4 properties 6 properties 2 properties 95,039,874 54,942,103 89,177,362 54,400,000 2.5% of total 1.4% of total 2.3% of total 1.4% of total COLORADO KENTUCKY MASSACHUSETTS NORTH DAKOTA 1 property 2 properties 15 properties 1 property 3,440,000 110,466,252 156,648,009 4,740,000 0.1% of total 2.8% of total 4.0% of total 0.1% of total NEW MEXICO FLORIDA MAINE SOUTH DAKOTA 1 property 19 properties 1 property 1 property 5,888,000 275,913,348 150,000,000 1,496,885 0.2% of total 7.1% of total 3.9% of total 0.0% of total KANSAS GEORGIA NEW HAMPSHIRE NEBRASKA 3 properties 4 properties 1 property 1 property 17,842,623 27,617,583 2,993,809 6,678,664 0.5% of total 0.7% of total 0.1% of total 0.2% of total OKLAHOMA SOUTH CAROLINA NEW YORK WASHINGTON 2 properties 4 properties 20 properties 10 properties 3,833,663 23,885,371 525,694,902 106,745,000 0.1% of total 0.6% of total 13.6% of total 2.8% of total TEXAS NORTH CAROLINA PENNSYLVANIA OREGON 26 properties 9 properties 20 properties 3 properties 259,170,977 71,982,181 209,142,695 29,900,000 6.7% of total 1.9% of total 5.4% of total 0.8% of total LOUISIANA VIRGINIA OHIO NEVADA 3 properties 9 properties 4 properties 4 properties 90,800,000 149,125,294 47,951,685 26,180,764 2.3% of total 3.8% of total 1.2% of total 0.7% of total ARKANSAS DISTRICT OF COLUMBIA MICHIGAN NORTHERN CALIFORNIA 1 property 2 properties 8 properties 12 properties 3,315,000 $34,800,000 84,401,927 165,682,446 0.1% of total 09.% of total 2.2% of total 4.3% of total % OF INITIAL MORTGAGE POOL BALANCE [PIE CHART OMITTED] Mixed Use 1.0% Other 1.0% Manufactured Housing 0.7% Land 0.4% Office 40.1% Anchored Retail 24.4% Multifamily 14.2% Hospitality 6.6% Unanchored Retail 5.4% Industrial 3.5% Self Storage 2.8% [ ] (greater-than) $150 MM of Initial Mortgage Pool Balance [ ] $100 - $150 MM of Initial Mortgage Pool Balance [ ] $50 - $100 MM of Initial Mortgage Pool Balance [ ] $0 - $50 MM of Initial Mortgage Pool Balance
TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGE ---- Important Notice About the Information Contained in this Prospectus Supplement and the Accompanying Prospectus..........S-4 Notice to Residents of the United Kingdom...............................................................................S-4 Notice to Residents of Hong Kong........................................................................................S-4 Notice to Residents of Japan............................................................................................S-4 Notice to Residents of Korea............................................................................................S-5 Notice to Residents of Germany..........................................................................................S-5 Notice to Residents of France...........................................................................................S-5 Notice to Non-U.S. Investors............................................................................................S-6 European Economic Area..................................................................................................S-6 Summary of Prospectus Supplement........................................................................................S-7 Risk Factors...........................................................................................................S-65 Capitalized Terms Used in this Prospectus Supplement...................................................................S-95 Forward-Looking Statements.............................................................................................S-95 Description of the Mortgage Pool.......................................................................................S-95 Servicing of the Underlying Mortgage Loans............................................................................S-151 Description of the Offered Certificates...............................................................................S-195 Yield and Maturity Considerations.....................................................................................S-236 Description of the Swap Agreements....................................................................................S-244 Federal Income Tax Consequences.......................................................................................S-248 ERISA Considerations..................................................................................................S-256 Legal Investment......................................................................................................S-260 Method of Distribution................................................................................................S-260 Legal Matters.........................................................................................................S-263 Ratings...............................................................................................................S-263 Glossary..............................................................................................................S-266 ANNEX A-1--Characteristics of the Underlying Mortgage Loans and the Mortgaged Real Properties.........................A-1-1 ANNEX A-2--Summary Characteristics of the Underlying Mortgage Loans and the Mortgaged Real Properties.................A-2-1 ANNEX A-3--Summary Characteristics of the Underlying Mortgage Loans in Loan Group No. 1 and the related Mortgaged Real Properties..........................................................................................A-3-1 ANNEX A-4--Summary Characteristics of the Underlying Mortgage Loans in Loan Group No. 2 and the related Mortgaged Real Properties..........................................................................................A-4-1 ANNEX A-5--Characteristics of the Multifamily and Manufactured Housing Mortgaged Real Properties......................A-5-1 ANNEX B--Description of Fifteen Largest Mortgage Loans and/or Groups of Cross-Collateralized Mortgage Loans.............B-1 ANNEX C-1--Decrement Tables...........................................................................................C-1-1 ANNEX C-2--Price/Yield Tables for Class XP Certificates ..............................................................C-2-1 ANNEX D--Form of Payment Date Statement.................................................................................D-1 ANNEX E--Reference Rate Schedule........................................................................................E-1 ANNEX F--Class XP Total Notional Amount.................................................................................F-1 ANNEX G--Class A-SB Planned Principal Balance Schedule..................................................................G-1 ANNEX H--Global Clearance, Settlement And Tax Documentation Procedures..................................................H-1 S-3 --------------- IMPORTANT NOTICE ABOUT THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS Information about the offered certificates is contained in two separate documents: o this prospectus supplement, which describes the specific terms of the offered certificates; and o the accompanying prospectus, which provides general information, some of which may not apply to the offered certificates. If the description of the terms of the offered certificates contained in this prospectus supplement varies from the information contained in the accompanying prospectus, you should rely on the information contained in this prospectus supplement. You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized any person to give any other information or to make any representation that is different from the information contained in this prospectus supplement and the accompanying prospectus. NOTICE TO RESIDENTS OF THE UNITED KINGDOM Within the United Kingdom, this prospectus supplement and the accompanying prospectus are directed only at persons who (i) have professional experience in matters relating to investments or (ii) are persons falling within Articles 49(2)(a) through (d) ("high net worth companies, unincorporated associations, etc.") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together being referred to as "Relevant U.K. Persons"). This prospectus supplement and the accompanying prospectus must not be acted on or relied on within the United Kingdom by persons who are not Relevant U.K. Persons. Within the United Kingdom, any investment or investment activity to which this prospectus supplement and the accompanying prospectus relate, including the offered certificates, is available only to Relevant U.K. Persons and will be engaged in only with Relevant U.K. Persons. NOTICE TO RESIDENTS OF HONG KONG The series CD 2005-C1 certificates may not be offered or sold by means of any document other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent, or in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong, and no advertisement, invitation or document relating to the series CD 2005-C1 certificates may be issued, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to series CD 2005-C1 certificates which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made thereunder. NOTICE TO RESIDENTS OF JAPAN The securities have not been and will not be registered under the Securities and Exchange Law of Japan (the Securities and Exchange Law) and the Initial Purchaser has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an S-4 exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan. NOTICE TO RESIDENTS OF KOREA The securities to which these materials relate (the "Subject Securities") have not been and will not be registered under the Securities and Exchange Act of Korea and none of the Subject Securities may be offered or sold, directly or indirectly, in Korea or to any resident of Korea or to any persons for the reoffering or resale, directly or indirectly, in Korea or to any resident of Korea, except pursuant to applicable laws and regulations of Korea. None of the underwriters or any of their respective affiliates makes any representation with respect to the eligibility of any recipients of these materials or of the Subject Securities to acquire the Subject Securities under the laws of Korea, including, without limitation, the Foreign Exchange Transaction Regulations of Korea. In addition, any recipient or purchaser of the Subject Securities represents that it is purchasing or acquiring the Subject Securities as principal for its own account. For a period of one year from the issue date of the Subject Securities, neither the holder of the Subject Securities nor any resident of Korea may transfer the Subject Securities in Korea or to any resident of Korea unless such transfer involves all of the Subject Securities held by it. Also, for a period of one year from the issue date of the Subject Securities, the face amount of each certificate representing the Subject Securities held by a resident of Korea shall not be subdivided into more than one such certificate representing the Subject Securities. Furthermore, the purchaser of the Subject Securities shall comply with all applicable regulatory requirements (including but not limited to requirements under the Foreign Exchange Transaction laws) in connection with the purchase of the Subject Securities. For the avoidance of doubt, it is the sole responsibility of the recipient or purchaser of the Subject Securities to determine whether such recipient or purchaser is eligible for the acquisition of the Subject Securities under applicable laws and regulations of Korea, and whether such recipient or purchaser will have complied with all applicable Korean legal and regulatory requirements in connection with the purchase of the Subject Securities. NOTICE TO RESIDENTS OF GERMANY Each of the underwriters has confirmed that it is aware that no German sales prospectus (Verkaufsprospekt) has been or will be published in respect of the offering of the series CD 2005-C1 certificates and each of the underwriters has represented and agreed that it will comply with the Securities Sales Prospectus Act (Wertpapier - Verkaufsprospektgesetz) Germany or any other laws applicable in Germany governing the issue, offering and sale of the series CD 2005-C1 certificates. In particular, each underwriter has undertaken not to engage in a public offering (Offentliches Angebot) in Germany with respect to any of the series CD 2005-C1 certificates otherwise than in accordance with the German Securities Sales Prospectus Act and any other act replacing or supplementing it and all other applicable laws and regulations. Any series CD 2005-C1 certificates purchased by any person which it wishes to offer for sale or resale may not be offered in any jurisdiction in circumstances which would result in Citigroup Commercial Mortgage Securities Inc. being obliged to register any further prospectus or corresponding document relating to the series CD 2005-C1 certificates in such jurisdiction. NOTICE TO RESIDENTS OF FRANCE The series CD 2005-C1 certificates may not be offered or sold, directly or indirectly, publicly in France. Neither this prospectus supplement nor any other offering material has been or will be submitted to the clearance procedure of the Commission des Operations de Bourse, and neither this prospectus supplement nor any other offering material may be released or distributed publicly in France. The investors in France may only purchase the series CD 2005-C1 certificates for their own account and in accordance with the Ordonnance n(degree)67-833 dated September 28, 1967, as amended, and Decree n(degree)98-880 dated October 1, 1998, provided they are (i) "qualified S-5 investors" and/or (ii) a restricted group of investors within the meaning of said Ordonnance Decree. Each French investor must represent in writing that it is a qualified investor within the meaning of the aforesaid Decree. Any resale, directly or indirectly, to the public of the series CD 2005-C1 certificates may be effected only in compliance with articles 6 and 7 of the aforesaid Ordonnance. NOTICE TO NON-U.S. INVESTORS This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any security other than the offered certificates, nor does it constitute an offer to sell or a solicitation of an offer to buy any of the offered certificates to any person in any jurisdiction in which it is unlawful to make such an offer or solicitation to such person. The distribution of this prospectus supplement and the accompanying prospectus and the offer or sale of the offered certificates may be restricted by law in certain jurisdictions. Persons into whose possession this prospectus supplement and the accompanying prospectus or any of the offered certificates come must inform themselves about, and observe, any such restrictions. Each prospective purchaser of the offered certificates must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the offered certificates or possesses or distributes this prospectus supplement and the accompanying prospectus and must obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the offered certificates under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and neither we nor any of the underwriters have any responsibility therefor. EUROPEAN ECONOMIC AREA Each underwriter has agreed with us that it will abide by certain selling restrictions with respect to offers of series CD 2005-C1 certificates to the public in the European Economic Area. See "Method of Distribution" in this prospectus supplement. S-6 SUMMARY OF PROSPECTUS SUPPLEMENT This summary contains selected information regarding the offering being made by this prospectus supplement. It does not contain all of the information you need to consider in making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF THE OFFERING OF THE OFFERED CERTIFICATES, YOU SHOULD READ CAREFULLY THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IN FULL. INTRODUCTION TO THE TRANSACTION The offered certificates will be part of a series of commercial mortgage pass-through certificates designated as the Series CD 2005-C1 Commercial Mortgage Pass-Through Certificates, which series consists of multiple classes. The table below identifies the respective classes of that series, specifies various characteristics of each of those classes and indicates which of those classes are offered by this prospectus supplement and which are not. - ------------------------------------------------------------------------------------------------------------------------------- SERIES CD 2005-C1 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES(1) - ------------------------------------------------------------------------------------------------------------------------------- APPROX. % APPROX. TOTAL APPROX. % CREDIT TOTAL PRINCIPAL OF INITIAL SUPPORT WEIGHTED BALANCE OR NOTIONAL MORTGAGE AT PASS-THROUGH INITIAL AVERAGE AMOUNT AT POOL INITIAL RATE PASS-THROUGH LIFE PRINCIPAL S&P/MOODY'S CLASS INITIAL ISSUANCE BALANCE(2) ISSUANCE(2) DESCRIPTION RATE (YEARS) WINDOW RATINGS - ------------------------------------------------------------------------------------------------------------------------------- Offered Certificates - ------------------------------------------------------------------------------------------------------------------------------- A-1 $ 174,000,000 4.49% 30.000%(3) % 3.00 12/05-06/10 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- A-2FL $ 200,000,000 5.16% 30.000%(3) Floating(5) LIBOR+ %(6) 4.72 06/10-10/10 AAA/Aaa(7) - ------------------------------------------------------------------------------------------------------------------------------- A-2FX $ 70,000,000 1.80% 30.000%(3) 4.72 06/10-10/10 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- A-3 $ 112,000,000 2.89% 30.000%(3) % 6.78 06/12-09/12 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- A-SB $ 198,275,000 5.11% 30.000%(3) % 7.39 10/10-02/15 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- A-4 $ 1,563,032,000 40.30% 30.000%(3) % 9.68 02/15-09/15 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- A-1A $ 397,464,000 10.25% 30.000%(3) % 8.47 12/05-09/15 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- A-MFL $ 100,000,000 2.58% 20.000%(4) Floating(5) LIBOR+ %(6) 9.89 09/15-10/15 AAA/Aaa(7) - ------------------------------------------------------------------------------------------------------------------------------- A-MFX $ 287,824,000 7.42% 20.000%(4) % 9.89 09/15-10/15 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- A-J $ 305,412,000 7.88% 12.125% % 9.92 10/15-10/15 AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- B $ 29,087,000 0.75% 11.375% % 9.92 10/15-10/15 AA+/Aa1 - ------------------------------------------------------------------------------------------------------------------------------- C $ 43,630,000 1.12% 10.250% % 9.92 10/15-10/15 AA/Aa2 - ------------------------------------------------------------------------------------------------------------------------------- D $ 43,630,000 1.12% 9.125% % 9.92 10/15-10/15 AA-/Aa3 - ------------------------------------------------------------------------------------------------------------------------------- E $ 58,174,000 1.50% 7.625% % 9.92 10/15-10/15 A/A2 - ------------------------------------------------------------------------------------------------------------------------------- XP $ 3,787,751,000(8) NAP NAP Variable IO %(9) NAP NAP AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- Non-Offered Certificates - ------------------------------------------------------------------------------------------------------------------------------- XC $ 3,878,244,727(8) NAP NAP Variable IO %(9) NAP NAP AAA/Aaa - ------------------------------------------------------------------------------------------------------------------------------- F $ 38,783,000 1.00% 6.625% % NAP NAP A-/A3 - ------------------------------------------------------------------------------------------------------------------------------- G $ 43,630,000 1.12% 5.500% % NAP NAP BBB+/Baa1 - ------------------------------------------------------------------------------------------------------------------------------- H $ 43,630,000 1.12% 4.375% % NAP NAP BBB/Baa2 - ------------------------------------------------------------------------------------------------------------------------------- J $ 48,478,000 1.25% 3.125% % NAP NAP BBB-/Baa3 - ------------------------------------------------------------------------------------------------------------------------------- K $ 29,087,000 0.75% 2.375% % NAP NAP BB+/Ba1 - ------------------------------------------------------------------------------------------------------------------------------- L $ 9,696,000 0.25% 2.125% % NAP NAP BB/Ba2 - ------------------------------------------------------------------------------------------------------------------------------- M $ 14,543,000 0.37% 1.750% % NAP NAP BB-/Ba3 - ------------------------------------------------------------------------------------------------------------------------------- N $ 9,696,000 0.25% 1.500% % NAP NAP B+/B1 - ------------------------------------------------------------------------------------------------------------------------------- O $ 9,695,000 0.25% 1.250% % NAP NAP B/B2 - ------------------------------------------------------------------------------------------------------------------------------- P $ 9,696,000 0.25% 1.000% % NAP NAP B-/B3 - ------------------------------------------------------------------------------------------------------------------------------- Q $ 38,782,727 1.00% NAP % NAP NAP NR/NR(10) - ------------------------------------------------------------------------------------------------------------------------------- OCS(11) $ 25,000,000 NAP NAP Loan-Specific % NAP NAP NR(10)/Baa3 - ------------------------------------------------------------------------------------------------------------------------------- R NAP NAP NAP NAP NAP NAP NAP NR/NR(10) - ------------------------------------------------------------------------------------------------------------------------------- Y NAP NAP NAP NAP NAP NAP NAP NR/NR(10) - ------------------------------------------------------------------------------------------------------------------------------- (footnotes on next page) S-7 (footnotes to table on prior page) (1) Various characteristics of the series CD 2005-C1 certificates shown in this table are further discussed below under "--Key Certificate Features Shown in the Table Above". (2) The approximate percentage of the initial mortgage pool balance, and the approximate percentage of the total credit support at initial issuance, of any class shown in the table on page S-7 does not take into account the total principal balance of, or the portion of the One Court Square-Citibank underlying mortgage loan (that is, the non-pooled portion thereof) represented by, the class OCS certificates. See Footnote (11) below. (3) Calculated in the aggregate for the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A certificates. (4) Calculated in the aggregate for the class A-MFL and A-MFX certificates. (5) The assets of the trust will include a swap agreement that relates to the class A-2FL certificates and a separate swap agreement that relates to the class A-MFL certificates. The class A-2FL certificates will represent undivided interests in, among other things, a real estate mortgage investment conduit regular interest, designated as the class A-2FL REMIC II regular interest, and the rights and obligations under the related swap agreement. The class A-MFL certificates will represent undivided interests in, among other things, a real estate mortgage investment conduit regular interest, designated as the class A-MFL REMIC II regular interest, and the rights and obligations under the related swap agreement. For so long as it is in effect, each swap agreement will provide, among other things, that fixed amounts payable by the trust as interest with respect to the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest, as applicable, will be exchanged for floating amounts payable as interest by the swap provider under the subject swap agreement, with regularly scheduled payments to be made between the trust and the swap counterparty on a net basis. Each swap agreement will provide for the calculation of interest accruing at a LIBOR-based rate on a notional amount equal to the total principal balance of the class A-2FL certificates or the class A-MFL certificates, as applicable, outstanding from time to time. The total principal balance of the class A-2FL certificates at any time will equal the total principal balance of the class A-2FL REMIC II regular interest, and the total principal balance of the class A-MFL certificates will equal the total principal balance of the class A-MFL REMIC II regular interest. The class A-2FL REMIC II regular interest and class A-MFL REMIC II regular interest will accrue interest at the respective pass-through rates described under "Description of the Offered Certificates--Payments--Calculation of Pass-Through Rates" in this prospectus supplement. If, in the case of either the class A-2FL certificates or the class A-MFL certificates, interest distributions with respect to the corresponding REMIC II regular interest are less than the applicable fixed amount payable to the swap counterparty for any distribution date, then there will be a dollar-for-dollar reduction in the amounts payable by the swap counterparty under applicable swap agreement and, accordingly, in the amount of interest payable on the class A-2FL certificates or the class A-MFL certificates, as the case may be, thereby resulting in an effective pass-through rate for that class of series CD 2005-C1 certificates below the applicable LIBOR-based rate. See "Description of the Swap Agreements" in this prospectus supplement. (6) The initial value of LIBOR will be calculated on November , 2005. (7) The respective ratings on the class A-2FL and A-MFL certificates will, in the case of each of those classes, address the payment of interest thereon only up to the pass-through rate for the corresponding REMIC II regular interest. (8) Notional amount. (9) Approximate. (10) "NR" means not rated. (11) The class OCS certificates will represent interests solely in a portion of the underlying mortgage loan that is secured by the mortgaged real property identified on Annex A-1 to this prospectus supplement as One Court Square-Citibank. The portion of the One Court Square-Citibank underlying mortgage loan that is represented by the class OCS certificates is considered the non-pooled portion of that mortgage loan and will not be part of the pooled mortgage assets backing the offered certificates. The remaining portion of the One Court Square-Citibank underlying mortgage loan, which is the pooled portion of that mortgage loan, will be pooled with the other underlying mortgage loans to back the other classes of the series CD 2005-C1 certificates. --------------- The offered certificates will evidence beneficial ownership interests in a common law trust designated as the CD 2005-C1 Commercial Mortgage Trust. We will form the trust at or prior to the time of initial issuance of the offered certificates. The assets of the trust, which we sometimes collectively refer to as the trust fund, will include a pool of multifamily and commercial mortgage loans having the characteristics described in this prospectus supplement. Four (4) mortgage loans that we intend to include in the trust, representing 6.8% of the initial mortgage pool balance and 7.5% of the initial loan group no. 1 balance, are in each case part of a loan combination. A loan combination consists of two or more mortgage loans, only one of which will be an asset of the trust, but all of S-8 which are secured by the same mortgage instrument(s) encumbering the same mortgaged real property or properties. Any mortgage loan that is part of a loan combination, but is not an asset of the trust, is sometimes referred to in this prospectus supplement as a non-trust mortgage loan. Unless specifically indicated otherwise, statistical information in this prospectus supplement with respect to the underlying mortgage loan secured by the mortgaged real property identified on Annex A-1 to this prospectus supplement as One Court Square-Citibank is being presented without regard to the non-pooled portion of that mortgage loan. In addition, references in this prospectus supplement to the initial mortgage pool balance are to the aggregate principal balance of the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan) as of the cut-off date for the mortgage pool described in this prospectus supplement, after application of all scheduled payments of principal due with respect to the underlying mortgage loans on or before that date, whether or not received. The governing document for purposes of issuing the offered certificates and forming the trust will be a pooling and servicing agreement to be dated as of November 1, 2005. The series CD 2005-C1 pooling and servicing agreement will, with one material exception, also govern the servicing and administration of the mortgage loans and other assets that back the offered certificates. In the case of the underlying mortgage loan secured by the mortgaged real property identified on Annex A-1 to this prospectus supplement as Loews Universal Hotel Portfolio, which underlying mortgage loan represents 1.4% of the initial mortgage pool balance and is part of a loan combination, the servicing and administration thereof will be governed by the pooling and servicing agreement for the securitization of a related non-trust mortgage loan. That underlying mortgage loan is sometimes referred to in this prospectus supplement as the outside serviced underlying mortgage loan. The parties to the series CD 2005-C1 pooling and servicing agreement will include us, a trustee, a fiscal agent, a master servicer and a special servicer. We will file a copy of the series CD 2005-C1 pooling and servicing agreement with the SEC as an exhibit to a current report on Form 8-K, within 15 days after the initial issuance of the offered certificates. The SEC will make that current report on Form 8-K and its exhibits available to the public for inspection. See "Available Information; Incorporation by Reference" in the accompanying prospectus. --------------- KEY CERTIFICATE FEATURES SHOWN IN THE TABLE ABOVE ------------------------------------------------- TOTAL PRINCIPAL BALANCE OR NOTIONAL AMOUNT AT INITIAL ISSUANCE............. The 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, J, K, L, M, N, O, P, Q and OCS certificates will be the series CD 2005-C1 certificates with principal balances and are sometimes referred to as the series CD 2005-C1 principal balance certificates. The table on page S-7 of this prospectus supplement sets forth for each of those classes of certificates, the approximate total principal balance of the subject class at initial issuance. The actual total principal balance of any class of series CD 2005-C1 principal balance certificates at initial issuance may be larger or smaller than the amount shown in the table on page S-7 of this prospectus supplement, depending on, among other things, the actual size of the initial mortgage pool balance or, in the case of the class OCS certificates, the actual size of the non-pooled portion of the One Court Square-Citibank underlying mortgage loan. The actual size of the initial mortgage pool balance may be as much as 5% larger or smaller than the amount presented in this prospectus supplement. S-9 The total principal balance of the class A-2FL certificates will at all times equal the related total principal balance of the class A-2FL REMIC II regular interest, and the total principal balance of the class A-MFL certificates will at all times equal the total principal balance of the class A-MFL REMIC II regular interest. The principal balance of any of the series CD 2005-C1 principal balance certificates at any time represents the maximum amount that the holder may receive as principal out of cash flow received on or with respect to the underlying mortgage loans. The class XC and XP certificates will not have principal balances and are sometimes referred to as the series CD 2005-C1 interest-only certificates. For purposes of calculating the amount of accrued interest with respect thereto, however, each of those classes of certificates will have a notional amount. The total notional amount of the class XP certificates from time to time will equal the sum of the components thereof set forth on Annex F to this prospectus supplement. Each of those components of the total notional amount of the class XP certificates will relate to a particular class of series CD 2005-C1 principal balance certificates and, at any time during any of the periods specified on Annex F to this prospectus supplement, will equal the lesser of (a) the specific amount identified in the table on Annex F to this prospectus supplement with respect to the related class of series CD 2005-C1 principal balance certificates for that period and (b) the then total principal balance of the related class of series CD 2005-C1 principal balance certificates. Notwithstanding anything to the contrary in this prospectus supplement, the total notional amount of the class XP certificates will be $0 following the payment date in November 2012. The total notional amount of the class XC certificates will be equal to the total principal balance of the 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, J, K, L, M, N, O, P and Q certificates outstanding from time to time. In general, the total principal balance of each such class of series CD 2005-C1 principal balance certificates will constitute a separate component of the total notional amount of the class XC certificates. However, if a portion, but not all, of the total principal balance of any particular such class of series CD 2005-C1 principal balance certificates is identified on Annex F to this prospectus supplement as being part of the total notional amount of the class XP certificates at any time through the payment date in November 2012, then that identified portion of such total principal balance will represent one separate component of the then total notional amount of the class XC certificates, and the remaining portion of such total principal balance will represent another separate component of the then total notional amount of the class XC certificates. The total S-10 notional amount of the class XC certificates will not include the total principal balance of the class OCS certificates. The class R certificates will not have principal balances or notional amounts. They will be residual interest certificates. The holders of the class R certificates are not expected to receive any material payments. The class Y certificates also will not have principal balances or notional amounts. They will represent the right to receive any collections of additional interest that may accrue with respect to the mortgage loans that have anticipated repayment dates, as described under "--The Underlying Mortgage Loans and the Mortgaged Real Properties" below. That additional interest results from an increase in the applicable accrual rate if the subject mortgage loan remains outstanding past its anticipated repayment date. TOTAL CREDIT SUPPORT AT INITIAL ISSUANCE.......... The respective classes of the series CD 2005-C1 certificates, other than the class Y and R certificates, will entitle their holders to varying degrees of seniority for purposes of: o receiving payments of interest and, except in the case of the class XC and XP certificates, payments of principal; and o bearing the effects of losses on the underlying mortgage loans or on a specified underlying mortgage loan, as well as default-related and other unanticipated expenses of the trust. Without regard to the class OCS certificates: o the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4, A-1A, XC and XP certificates will be the most senior classes of the series CD 2005-C1 certificates; o the class A-MFL and A-MFX certificates will be the next most senior classes of the series CD 2005-C1 certificates; o the class A-J certificates will be the next most senior class of the series CD 2005-C1 certificates; and o the class B, C, D, E, F, G, H, J, K, L, M, N, O, P and Q certificates will, in the case of each such class, be senior to each other such class, if any, with a later alphabetic class designation. The class OCS certificates will represent a subordinated right to receive out of payments and other collections (or advances in S-11 lieu thereof) on the One Court Square-Citibank underlying mortgage loan monthly payments of: interest at the related pass-through rate; and principal in the amounts generally described under "--Payments--Payments of Principal" below. See "Description of the Offered Certificates--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" in this prospectus supplement. The class Y and R certificates will not provide any credit support for, or receive any credit support from, any other class of series CD 2005-C1 certificates. The table on page S-7 of this prospectus supplement shows the approximate total credit support provided to each class of the series CD 2005-C1 certificates, other than the class XC, XP, Q, OCS, Y and R certificates, through the subordination of other classes of the series CD 2005-C1 principal balance certificates (exclusive of the class OCS certificates). In the case of each of those classes of series CD 2005-C1 certificates, the credit support shown in the table on page S-7 of this prospectus supplement represents the total initial principal balance, expressed as a percentage of the initial mortgage pool balance, of all classes of the series CD 2005-C1 principal balance certificates (exclusive of the class OCS certificates) that are subordinate to the indicated class. The above-described relative priorities of the class A-2FL certificates and the class A-MFL certificates are based solely on the priority of payments of interest and principal with respect to the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, respectively, out of collections and advances on the underlying mortgage loans. NO CLASS OF SERIES CD 2005-C1 CERTIFICATES PROVIDES ANY CREDIT SUPPORT TO THE CLASS A-2FL CERTIFICATES OR THE CLASS A-MFL CERTIFICATES FOR A FAILURE BY THE SWAP COUNTERPARTY TO MAKE PAYMENT UNDER THE RELATED SWAP AGREEMENT. PASS-THROUGH RATES........... Each class of the series CD 2005-C1 certificates, other than the class Y and R certificates, will bear interest. The table on page S-7 of this prospectus supplement provides the indicated information regarding the pass-through rate at which each of those classes of the series CD 2005-C1 certificates will accrue interest. Each interest-bearing class of series CD 2005-C1 certificates identified in the table on page S-7 of this prospectus supplement as having a "Fixed" pass-through rate, has a fixed pass-through rate that will remain constant at the initial pass-through rate for that class. S-12 Each interest-bearing class of series CD 2005-C1 certificates identified in the table on page S-7 of this prospectus supplement as having a "WAC" pass-through rate, has a variable pass-through rate equal to a weighted average coupon derived from certain net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan). Each interest-bearing class of series CD 2005-C1 certificates identified in the table on page S-7 of this prospectus supplement as having a "WAC Cap" pass-through rate, has a variable pass-through rate equal to the lesser of: o the rate per annum shown in the table on page S-7 as the initial pass-through rate for that class; and o a weighted average coupon derived from certain net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan). For so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the pass-through rate applicable to payments of interest to holders of the class A-2FL certificates for any interest accrual period will equal the value of LIBOR from time to time (which will be determined as described under "Description of the Offered Certificates--Payments--Calculation of Pass-Through Rates" in this prospectus supplement) plus %; except that, if and to the extent that the amount of interest payable with respect to the class A-2FL REMIC II regular interest out of collections and advances on the underlying mortgage loans -- and, accordingly, the amount of interest payable to the swap counterparty -- for any payment date is less than 1/12 of the product of (a) %, multiplied by (b) the total principal balance of the class A-2FL certificates immediately prior to that payment date, then there will be a dollar-for-dollar reduction in the amounts payable under the related swap agreement for -- and, accordingly, in the actual payments of interest to the holders of the class A-2FL certificates on -- that payment date. Any such reduction will result in the effective pass-through rate for the class A-2FL certificates being less than the applicable value of LIBOR plus %. The pass-through rate for the class A-2FL REMIC II regular interest will be variable and, from time to time, will equal the lesser of (x) % per annum and (y) a weighted average coupon derived from the net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan). However, if there is a continuing payment default on the part of the swap counterparty under the related swap agreement, or if the related swap agreement is terminated and not replaced, then the pass-through rate applicable to the class A-2FL certificates will convert to the pass-through rate applicable to the class A-2FL S-13 REMIC II regular interest. See "Description of the Swap Agreements--The Swap Agreements" and "Description of the Offered Certificates--Payments" in this prospectus supplement. For so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the pass-through rate applicable to payments of interest to holders of the class A-MFL certificates for any interest accrual period will equal the value of LIBOR from time to time (which will be determined as described under "Description of the Offered Certificates--Payments--Calculation of Pass-Through Rates" in this prospectus supplement) plus %; except that, if and to the extent that the amount of interest payable with respect to the class A-MFL REMIC II regular interest out of collections and advances on the underlying mortgage loans -- and, accordingly, the amount of interest payable to the swap counterparty -- for any payment date is less than 1/12 of the product of (a) %, multiplied by (b) the total principal balance of the class A-MFL certificates immediately prior to that payment date, then there will be a dollar-for-dollar reduction in the amounts payable under the related swap agreement for -- and, accordingly, in the actual payments of interest to the holders of the class A-MFL certificates on -- that payment date. Any such reduction will result in the effective pass-through rate for the class A-MFL certificates being less than the applicable value of LIBOR plus %. The pass-through rate for the class A-MFL REMIC II regular interest will be variable and, from time to time, will equal the lesser of (x) % per annum and (y) a weighted average coupon derived from the net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan). However, if there is a continuing payment default on the part of the swap counterparty under the related swap agreement, or if the related swap agreement is terminated and not replaced, then the pass-through rate applicable to the class A-MFL certificates will convert to the pass-through rate applicable to the class A-MFL REMIC II regular interest. See "Description of the Swap Agreements--The Swap Agreements" and "Description of the Offered Certificates--Payments" in this prospectus supplement. As described under "--Key Certificate Features Shown in the Table Above--Total Principal Balance or Notional Amount at Initial Issuance" above, the total notional amount of the class XP certificates from time to time consists of multiple components. The pass-through rate for the class XP certificates, for each interest accrual period from and including the initial interest accrual period through and including the October 2012 interest accrual period, will equal the weighted average of the respective S-14 strip rates, which we refer to as class XP strip rates, at which interest accrues during the subject interest accrual period on the respective components of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, with the relevant weighting to be done based upon the relative sizes of those components. For purposes of accruing interest during any interest accrual period from and including the initial interest accrual period through and including the October 2012 interest accrual period, on any particular component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, the applicable class XP strip rate will equal the excess, if any, of: (1) the lesser of-- (a) the reference rate specified on Annex E to this prospectus supplement for the related payment date, and (b) the weighted average of certain net interest rates on the underlying mortgage loans for that interest accrual period (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), over (2) the pass-through rate in effect during that interest accrual period for the class of series CD 2005-C1 principal balance certificates whose total principal balance, or a designated portion thereof, comprises the subject component (or, in the case of each of the A-2FL and A-MFL classes, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest). Following the October 2012 interest accrual period, the class XP certificates will cease to accrue interest. In connection therewith, the class XP certificates will have a 0% pass-through rate for the November 2012 interest accrual period and for each interest accrual period thereafter. The October 2012 interest accrual period for the class XC and XP certificates corresponds to the payment date in November 2012. As described under "--Key Certificate Features Shown in the Table Above--Total Principal Balance or Notional Amount at Initial Issuance" above, the total notional amount of the class XC certificates from time to time consists of multiple components. The pass-through rate for the class XC certificates will, with respect to any interest accrual period, equal a weighted average S-15 of the respective strip rates, which we refer to as class XC strip rates, at which interest accrues during that interest accrual period on the respective components of the total notional amount of the class XC certificates outstanding immediately prior to the related payment date, with the relevant weighting to be done based upon the relative sizes of those components. For purposes of accruing interest during any interest accrual period from and including the initial interest accrual period through and including the October 2012 interest accrual period, on any particular component of the total notional amount of the class XC certificates outstanding immediately prior to the related payment date, the applicable class XC strip rate will be calculated as follows: (1) if the subject component consists of the entire total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that total principal balance also constitutes, in its entirety, a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of (a) the weighted average of certain net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), over (b) the greater of (i) the reference rate specified on Annex E to this prospectus supplement for the related payment date and (ii) the pass-through rate in effect during that interest accrual period for that class of series CD 2005-C1 principal balance certificates (or, in the case of each of the A-2FL and A-MFL classes, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest); (2) if the subject component consists of a designated portion (but not all) of the total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that designated portion of that total principal balance also constitutes a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of (a) the weighted average of certain net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), over (b) the greater of (i) the reference rate specified on Annex E to this prospectus supplement for the related payment date and (ii) the pass-through rate in effect during that interest accrual period for that class of series S-16 CD 2005-C1 principal balance certificates (or, in the case of each of the A-2FL and A-MFL classes, if applicable, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest); (3) if the subject component consists of the entire total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that total principal balance does not, in whole or in part, also constitute a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of (a) the weighted average of certain net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), over (b) the pass-through rate in effect during that interest accrual period for that class of series CD 2005-C1 principal balance certificates (or, in the case of each of the A-2FL and the A-MFL classes, if applicable, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest); and (4) if the subject component consists of a designated portion (but not all) of the total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that designated portion of that total principal balance does not also constitute a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of (a) the weighted average of certain net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), over (b) the pass-through rate in effect during that interest accrual period for that class of series CD 2005-C1 principal balance certificates (or, in the case of each of the A-2FL and A-MFL classes, if applicable, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest). Notwithstanding the foregoing, for purposes of accruing interest on the class XC certificates during each interest accrual period subsequent to the October 2012 interest accrual period, consistent with the discussion under "--Key Certificate Features Shown in the Table Above--Total Principal Balance or Notional Amount at Initial Issuance" above, the total principal balance of S-17 each class of series CD 2005-C1 principal balance certificates (exclusive of the class OCS certificates) will constitute a single separate component of the total notional amount of the class XC certificates, and the applicable class XC strip rate with respect to each of those components for each of those interest accrual periods will equal the excess, if any, of (a) the weighted average of certain net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), over (b) the pass-through rate in effect during the subject interest accrual period for the class of series CD 2005-C1 principal balance certificates whose total principal balance makes up that component (or, in the case of each of the A-2FL and A-MFL classes, if applicable, the pass-through rate in effect during the subject interest accrual period for the corresponding REMIC II regular interest). The respective initial pass-through rates listed in the table on page S-7 for the class , , , and certificates are each approximate. The references to "certain net interest rates on the underlying mortgage loans" above in this "--Pass-Through Rates" subsection mean, as to any particular mortgage loan in the trust, a net interest rate that is generally equal to (a) the related mortgage rate in effect as of the date of initial issuance of the offered certificates (without regard to any subsequent modification, waiver or amendment), minus (b) the annual rate at which the related master servicing fee, including any primary servicing fee, is calculated under the series CD 2005-C1 pooling and servicing agreement and, in the case of the outside serviced underlying mortgage loan, the annual rate at which the related servicing fee is calculated under the applicable pooling and servicing agreement; provided that, if the subject underlying mortgage loan accrues interest on the basis of the actual number of days elapsed during any one-month interest accrual period in a year assumed to consist of 360 days, then, in some months, the subject net interest rate described above as the difference between the rates described in clauses (a) and (b) above will be converted to an annual rate that would generally produce an equivalent amount of interest accrued during the same one-month interest accrual period on the basis of an assumed 360-day year consisting of twelve 30-day months. The pass-through rate for the class OCS certificates will generally equal the "net interest rate" contemplated by the preceding paragraph with respect to the One Court Square-Citibank underlying mortgage loan. See "Description of the Offered Certificates--Payments--Calculation of Pass-Through Rates" in this prospectus supplement. S-18 WEIGHTED AVERAGE LIFE AND PRINCIPAL WINDOW............. The weighted average life of any class of offered certificates (other than the class XP certificates) refers to the average amount of time, expressed in years, that will elapse from the date of their issuance until each dollar to be applied in reduction of the total principal balance of those certificates is paid to investors. The principal window for any class of offered certificates (other than the class XP certificates) is the period during which the holders of that class of offered certificates will receive payments of principal. The weighted average life and principal window shown in the table on page S-7 of this prospectus supplement for each class of offered certificates (other than the class XP certificates) were calculated based on the following assumptions with respect to each underlying mortgage loan (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan): o the related borrower timely makes all payments on the mortgage loan; o if the mortgage loan has an anticipated repayment date, as described under "--The Underlying Mortgage Loans and the Mortgaged Real Properties" below, the mortgage loan will be paid in full on that date; and o the mortgage loan will not otherwise be prepaid prior to stated maturity. The weighted average life and principal window shown in the table on page S-7 of this prospectus supplement for each class of offered certificates (other than the class XP certificates) were further calculated based on the other maturity assumptions referred to under "--Yield and Maturity Considerations" in, and set forth in the glossary to, this prospectus supplement. RATINGS...................... The ratings shown in the table on page S-7 of this prospectus supplement for the offered certificates are those of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and Moody's Investors Service, Inc., respectively. It is a condition to their issuance that the respective classes of the offered certificates receive credit ratings no lower than those shown in the table on page S-7 of this prospectus supplement. As discussed in this prospectus supplement and in the accompanying prospectus, the ratings assigned to each class of offered certificates will represent the likelihood of: o timely receipt by the related certificateholders of all interest (subject to the proviso below) to which they are entitled on each payment date; and S-19 o except in the case of the class XP certificates, the ultimate receipt by the related certificateholders of all principal to which they are entitled by the applicable rated final payment date (see "--Relevant Dates and Periods--Rated Final Payment Date" below); provided that the respective ratings on the class A-2FL and A-MFL certificates will, in the case of each of those classes, address the payment of interest thereon only up to the pass-through rate for the corresponding REMIC II regular interest. A security rating is not a recommendation to buy, sell or hold securities and the assigning rating agency may revise or withdraw its rating at any time. The respective ratings on the class A-2FL and A-MFL certificates do not represent any assessment as to whether the floating interest rate on either class of those certificates will convert to the pass-through rate for the corresponding REMIC II regular interest or vice versa or any DTC delays related thereto. The respective ratings on the class A-2FL and A-MFL certificates do not, in the case of either of those classes, constitute a rating with respect to the likelihood of the receipt of payments to be made by the swap counterparty or any interest rate reductions or increases contemplated in this prospectus supplement. For a description of the limitations of the ratings of the offered certificates, see "Ratings" in this prospectus supplement. RELEVANT PARTIES ---------------- WE AND US.................... Our name is Citigroup Commercial Mortgage Securities Inc. We are a Delaware corporation. Our address is 388 Greenwich Street, New York, New York 10013 and our telephone number is (212) 816-6000. We are a wholly-owned subsidiary of Citigroup Financial Products Inc. and an affiliate of Citigroup Global Markets Inc., one of the underwriters, and Citigroup Global Markets Realty Corp., one of the mortgage loan sellers. We will transfer to the trust the original mortgage loans that will back the series CD 2005-C1 certificates. See "Citigroup Commercial Mortgage Securities Inc." in the accompanying prospectus. TRUSTEE...................... LaSalle Bank National Association, a national banking association, will act as the trustee on behalf of all the series CD 2005-C1 certificateholders, and in that capacity, except as otherwise described under "--Relevant Parties--Loews Universal Hotel Portfolio Mortgagee of Record, Master Servicer and Special Servicer" below, will be mortgagee of record with respect to the underlying mortgage loans. It maintains an office at 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603. The trustee will be responsible for, among other things, S-20 distributing payments to series CD 2005-C1 certificateholders and making various statements and reports available to series CD 2005-C1 certificateholders. See "Description of the Offered Certificates--The Trustee" in this prospectus supplement. The trustee will also have, or be responsible for appointing an agent to perform, additional duties with respect to tax administration. FISCAL AGENT................. ABN AMRO Bank N.V., a Netherlands banking corporation, will act as the fiscal agent on behalf of all the series CD 2005-C1 certificateholders. It maintains an office at 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603. See "Description of the Offered Certificates--The Fiscal Agent" in this prospectus supplement. MASTER SERVICER.............. Midland Loan Services, Inc., a Delaware corporation, will act as the master servicer with respect to the underlying mortgage loans, except as otherwise described under "--Relevant Parties--Loews Universal Hotel Portfolio Mortgagee of Record, Master Servicer and Special Servicer" below. The primary servicing offices of Midland Loan Services, Inc. are located at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210. See "Servicing of the Underlying Mortgage Loans--The Master Servicer and the Special Servicer" in this prospectus supplement. Midland Loan Services, Inc. is a subsidiary of PNC Bank, National Association, one of the mortgage loan sellers, and an affiliate of PNC Capital Markets, Inc., one of the underwriters. SPECIAL SERVICER............. LNR Partners, Inc., a Florida corporation, will act as the special servicer with respect to the underlying mortgage loans, except as otherwise described under "--Relevant Parties--Loews Universal Hotel Portfolio Mortgagee of Record, Master Servicer and Special Servicer" below. See "Servicing of the Underlying Mortgage Loans--The Master Servicer and the Special Servicer" in this prospectus supplement. LOEWS UNIVERSAL HOTEL PORTFOLIO MORTGAGEE OF RECORD, MASTER SERVICER AND SPECIAL SERVICER......... The entire Loews Universal Hotel Portfolio loan combination (including the Loews Universal Hotel Portfolio underlying mortgage loan), which we identify under "--The Underlying Mortgage Loans and the Mortgaged Real Properties--Loan Combinations", is currently being--and, upon issuance of the series CD 2005-C1 certificates, will continue to be--serviced and administered pursuant to the separate pooling and servicing agreement relating to the J.P. Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC12 commercial mortgage securitization, which provides for servicing arrangements that are similar but not identical to those under the series CD 2005-C1 pooling and servicing agreement. In that regard-- S-21 o LaSalle Bank National Association, which is the trustee under the J.P. Morgan Series 2005-CIBC12 pooling and servicing agreement, will, in that capacity, be the mortgagee of record with respect to the entire Loews Universal Hotel Portfolio loan combination; o GMAC Commercial Mortgage Corporation, which is the master servicer under the J.P. Morgan Series 2005-CIBC12 pooling and servicing agreement, will, in that capacity, be the initial master servicer for the entire Loews Universal Hotel Portfolio loan combination; and o J.E. Robert Company, Inc., which is the special servicer under the J.P. Morgan Series 2005-CIBC12 pooling and servicing agreement, will, in that capacity, be the initial special servicer for the entire Loews Universal Hotel Portfolio loan combination. THE NON-TRUST MORTGAGE LOAN NOTEHOLDERS............. Four (4) underlying mortgage loans are, in each case, part of a loan combination comprised of two (2) or more mortgage loans that are obligations of the same borrower, only one of which will be included in the trust fund. The remaining mortgage loan(s) in a loan combination will not be included in the trust fund, provided that all of the mortgage loans in the subject loan combination are together secured by the same mortgage instrument(s) encumbering the same mortgaged real property or properties. A non-trust mortgage loan may be subordinate or pari passu in right of payment with the underlying mortgage loan in the same loan combination. All of the mortgage loans comprising a given loan combination are cross-defaulted, but none of the loan combinations is cross-collateralized or cross-defaulted with any other loan combination. See "--Underlying Mortgage Loans and the Mortgaged Real Properties" below. Except as described above under "--Relevant Parties--Loews Universal Hotel Portfolio Mortgagee of Record, Master Servicer and Special Servicer" above, each of the loan combinations will be serviced under the series CD 2005-C1 pooling and servicing agreement by the master servicer and the special servicer thereunder. Pursuant to one or more co-lender or similar agreements with respect to each of the loan combinations, the holder of a particular non-trust mortgage loan in the subject loan combination, or a group of holders of non-trust mortgage loans in the subject loan combination (acting together), or the holders of the majority of the mortgage loans in the subject loan combination (acting together), may be granted various rights and powers, including (a) cure rights with respect to the underlying mortgage loan in that loan combination, (b) a purchase option with respect to the underlying mortgage loan in that loan combination, (c) the right to advise, consent, direct and/or consult with the applicable servicer regarding various servicing S-22 matters, including certain modifications, affecting that loan combination and/or (d) the right to replace the special servicer with respect to that loan combination. In some cases, those rights and powers may be assignable or may be exercised through a representative or designee. See "Description of the Mortgage Pool--Loan Combinations" and "Servicing of the Underlying Mortgage Loans--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" in this prospectus supplement for a more detailed description of certain of the foregoing rights of the respective non-trust mortgage loan noteholders. See also "Risk Factors--Risks Related to the Underlying Mortgage Loans--Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt Secured by the Related Mortgaged Real Property", "--Conflicts Between Certificateholders and Holders of the Non-Trust Loans" and "--You Will Have Less Control Over the Servicing of the Outside Serviced Mortgage Loan" in this prospectus supplement. CLASS OCS CERTIFICATEHOLDERS AND CLASS OCS REPRESENTATIVE.. The class OCS certificates will evidence an interest solely in a portion of the underlying mortgage loan secured by the mortgaged real property identified on Annex A-1 to this prospectus supplement as One Court Square-Citibank. The holders -- or, if applicable, the beneficial owners -- of class OCS certificates entitled to a majority of the series CD 2005-C1 voting rights allocated to the class OCS certificates, will be entitled, among other things, to appoint a representative that may, with certain limitations, advise, consent to and direct the applicable servicer with respect to various servicing matters, including certain modifications, involving the One Court Square-Citibank underlying mortgage loan; provided that, upon the occurrence of various trigger events related to collateral value, those rights may become exercisable by holders of the controlling class of series CD 2005-C1 certificates or their representative. Under certain default scenarios, the holders -- or, if applicable, the beneficial owners -- of the class OCS certificates entitled to a majority of the series CD 2005-C1 voting rights allocated to the class OCS certificates, will (a) have a par purchase option with respect to the One Court Square-Citibank underlying mortgage loan and (b) have certain rights to cure defaults of the related borrower and delay the transfer of the One Court Square-Citibank underlying mortgage loan into special servicing. See "Servicing of the Underlying Mortgage Loans--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders", "-- S-23 Replacement of the Special Servicer" and "--Fair Value Purchase Option" in this prospectus supplement. CONTROLLING CLASS OF SERIES CD 2005-C1 CERTIFICATEHOLDERS AND THE SERIES CD 2005-C1 CONTROLLING CLASS REPRESENTATIVE............... At any time of determination, the controlling class of series CD 2005-C1 certificateholders will be the holders of the most subordinate class of series CD 2005-C1 certificates, exclusive of the XC, XP, OCS, Y and R classes, that has a total principal balance that is greater than 25% of the total initial principal balance of that class. However, if no class of series CD 2005-C1 certificates, exclusive of the XC, XP, OCS, Y and R classes, has a total principal balance that satisfies the condition set forth in the preceding sentence at the time of determination, then the controlling class of series CD 2005-C1 certificateholders will be the holders of the most subordinate class of series CD 2005-C1 certificates then outstanding, exclusive of the XC, XP, OCS, Y and R classes, that has a total principal balance greater than zero. For purposes of determining, and exercising the rights of, the controlling class of series CD 2005-C1 certificateholders, the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A certificateholders will be considered a single class, and the class A-MFL and A-MFX certificateholders will be considered a single class. The holders -- or, if applicable, the beneficial owners -- of certificates representing a majority interest in the controlling class of series CD 2005-C1 certificates will be entitled, among other things, to: o replace the special servicer, subject to the conditions described under "Servicing of the Underlying Mortgage Loans--Replacement of the Special Servicer" in this prospectus supplement, subject to the rights in that regard of one or more non-trust mortgage loan noteholders or its (or their) representative with respect to each of the loan combinations we identify under "--The Underlying Mortgage Loans and the Mortgaged Real Properties" below; and o select a representative that, subject to the conditions described under "Servicing of the Underlying Mortgage Loans--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" in this prospectus supplement, may direct the special servicer with respect to various servicing matters under the series CD 2005-C1 pooling and servicing agreement, except to the extent that (a) one or more related non-trust mortgage loan noteholders or its (or their) representative may otherwise do so with respect to any loan combination serviced under the series CD 2005-C1 pooling and servicing S-24 agreement and (b) the class OCS representative may otherwise do so with respect to the One Court Square underlying mortgage loan. Unless there are significant losses on the underlying mortgage loans, the controlling class of series CD 2005-C1 certificateholders will be the holders of a non-offered class of series CD 2005-C1 certificates. The series CD 2005-C1 controlling class certificateholders will have the right to replace the special servicer under the applicable pooling and servicing agreement with respect to the Loews Universal Hotel Portfolio loan combination under the limited circumstances described under "Description of the Mortgage Pool--Loan Combinations--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans--Termination of the Series 2005-CIBC12 Special Servicer". The holder -- or, if applicable, the beneficial owner -- of series CD 2005-C1 certificates evidencing the largest percentage interest of voting rights allocated to the series CD 2005-C1 controlling class will have a Fair Value Purchase Option with respect to defaulted underlying mortgage loans that satisfy the criteria described in this prospectus supplement. See "Servicing of the Underlying Mortgage Loans--Fair Value Purchase Option" in this prospectus supplement and "Description of the Mortgage Pool--Loan Combinations--The Loews Universal Hotel Portfolio Loan Combination--Sale of Defaulted Mortgage Loan," respectively, in this prospectus supplement. MORTGAGE LOAN SELLERS........ We will acquire the mortgage loans that support the offered certificates, from: o Citigroup Global Markets Realty Corp., which is a New York corporation and an affiliate of both us and Citigroup Global Markets Inc., one of the underwriters; o German American Capital Corporation, which is a Maryland corporation and an affiliate of Deutsche Bank Securities Inc., one of the underwriters; o Prudential Mortgage Capital Funding, LLC, which is a Delaware limited liability company; and o PNC Bank, National Association, which is a national banking association and an affiliate of PNC Capital Markets, Inc., one of the underwriters, and the parent of Midland Loan Services, Inc., the master servicer. S-25 See "Description of the Mortgage Pool--The Mortgage Loan Sellers" in this prospectus supplement. SWAP COUNTERPARTY............ Citibank N.A., one of our affiliates and an affiliate of Citigroup Global Markets Realty Corp., one of the mortgage loan sellers, and Citigroup Global Markets Inc., one of the underwriters, will be the counterparty under the swap agreement relating to the class A-2FL and class A-MFL certificates. As of the date of this prospectus supplement, the swap counterparty has been assigned a long-term senior unsecured debt rating of "AA" and a short-term unsecured debt rating of "A-1+" by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., a long-term senior unsecured debt rating of "Aa1" and a short-term unsecured debt rating of "P-1" by Moody's Investors Service, Inc and a long-term senior unsecured debt rating of "AA+" and a short-term unsecured debt rating of "F1+" by Fitch, Inc. See "Description of the Swap Agreements" in this prospectus supplement. UNDERWRITERS................. Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Banc of America Securities LLC, Lehman Brothers Inc., Nomura Securities International, Inc., PNC Capital Markets, Inc. and Wachovia Capital Markets, LLC are the underwriters with respect to this offering. With respect to this offering, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as joint bookrunning managers in the following manner: Deutsche Bank Securities Inc. is acting as sole bookrunning manager with respect to % of the class certificates, and Citigroup Global Markets Inc. is acting as sole bookrunning manager with respect to the remainder of the class certificates and all other classes of offered certificates. Banc of America Securities LLC, Lehman Brothers Inc., Nomura Securities International, Inc., PNC Capital Markets, Inc. and Wachovia Capital Markets, LLC are co-managers. See "Method of Distribution" in this prospectus supplement. RELEVANT DATES AND PERIODS -------------------------- CUT-OFF DATE................. References in this prospectus supplement to the "cut-off date" mean, individually and collectively, as the context may require: with respect to 205 of the underlying mortgage loans, the related due date of each such underlying mortgage loan in November 2005; and with respect to 20 underlying mortgage loans having their first due dates in December 2005, November 1, 2005. All payments and collections received on each underlying mortgage loan after the cut-off date, excluding any payments or collections that represent amounts due on or before that date, will belong to the trust. ISSUE DATE................... The date of initial issuance of the offered certificates will be on or about November 15, 2005. S-26 PAYMENT DATE................. Payments on the offered certificates are scheduled to occur monthly, commencing in December 2005. During any given month, the payment date will be the fourth business day following the related determination date. DETERMINATION DATE........... The 11th day of each month or, if such 11th day is not a business day, the next succeeding business day, commencing in December 2005. RECORD DATE.................. The record date for each monthly payment on an offered certificate will be the last business day of the prior calendar month. The registered holders of the offered certificates at the close of business on each record date, will be entitled to receive, on the following payment date, any payments on those certificates, except that the last payment on any offered certificate will be made only upon presentation and surrender of the certificate. COLLECTION PERIOD............ Amounts available for payment on the series CD 2005-C1 certificates on any payment date will depend on the payments and other collections received, and any advances of payments due, on or with respect to the underlying mortgage loans during the related collection period. Each collection period: o will relate to a particular payment date; o will be approximately one month long; o will begin when the prior collection period ends or, in the case of the first collection period, will begin on the day following the cut-off date; and o will end at the close of business on the determination date immediately preceding the related payment date. INTEREST ACCRUAL PERIOD...... The amount of interest payable with respect to the interest-bearing classes of series CD 2005-C1 certificates, the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest on any payment date will be a function of the interest accrued during the related interest accrual period. The interest accrual period for the interest-bearing classes of the series CD 2005-C1 certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest for any payment date will be the calendar month immediately preceding the month in which that payment date occurs. The interest accrual period for the class A-2FL and A-MFL certificates for any payment date will be the period from and including the payment date in the month preceding the month in which the related payment date occurs (or, in the case of the first payment date, from and including the date of initial issuance of the class A-2FL and A-MFL certificates) to, but excluding, the related payment S-27 date; except that, in the case of each of the A-2FL class and the A-MFL class, if there is a continuing payment default on the part of the swap counterparty under the related swap agreement, or if the related swap agreement is terminated and not replaced, then the interest accrual period with respect to the subject class of series CD 2005-C1 certificates for any payment date will also be the calendar month preceding the month in which that payment date occurs. Interest will be calculated with respect to each interest-bearing class of series CD 2005-C1 certificates (other than the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest assuming that each year consists of twelve 30-day months, and interest will be calculated with respect to the class A-2FL and A-MFL certificates based upon the actual number of days in the related interest accrual period and a year consisting of 360 days; except that, in the case of each of the A-2FL class and the A-MFL class, if there is a continuing payment default on the part of the swap counterparty under the related swap agreement, or if the related swap agreement is terminated and not replaced, then the subject class of series CD 2005-C1 certificates will also accrue interest on the basis of a 360-day year consisting of twelve 30-day months. LIBOR DETERMINATION DATE..... The applicable value of LIBOR, for purposes of calculating the pass-through rate for the class A-2FL and A-MFL certificates as well as the payment obligations under the related swap agreements, will initially be determined on November , 2005 and will thereafter be determined monthly on the second LIBOR business day preceding the applicable interest accrual period. RATED FINAL PAYMENT DATE..... The rated final payment date for each class of the offered certificates with a principal balance is the payment date in July 2048. See "Ratings" in this prospectus supplement. DESCRIPTION OF THE OFFERED CERTIFICATES OFFERED CERTIFICATES......... We are offering to you the following classes of certificates of our Commercial Mortgage Pass- Through Certificates, Series CD 2005-C1 pursuant to this prospectus supplement: o class A-1; o class A-2FL; o class A-2FX; o class A-3; o class A-SB; o class A-4; S-28 o class A-1A; o class A-MFL; o class A-MFX; o class A-J; o class B; o class C; o class D; o class E; and o class XP. REGISTRATION AND DENOMINATIONS................ We intend to deliver the offered certificates in book-entry form in original denominations of-- o in the case of the class XP certificates, $250,000 initial notional amount and in any whole dollar denominations in excess thereof; and o in the case of the other offered certificates, $10,000 initial principal balance and in any whole dollar denomination in excess thereof. You will initially hold your offered certificates, directly or indirectly, through The Depository Trust Company, in the United States, or Clearstream Banking Luxembourg or Euroclear Bank S.A./N.V., as operator of the Euroclear System, in Europe. As a result, you will not receive a fully registered physical certificate representing your interest in any offered certificate, except under the limited circumstances described under "Description of the Offered Certificates--Registration and Denominations" in this prospectus supplement and under "Description of the Certificates--Book-Entry Registration" in the accompanying prospectus. PAYMENTS A. GENERAL.................... For purposes of allocating payments on certain classes of the offered certificates, the pool of mortgage loans backing the series CD 2005-C1 certificates will be divided into: o a loan group no. 1, consisting of 191 mortgage loans that represent 89.8% of the initial mortgage pool balance and are secured by the various property types that constitute collateral for those mortgage loans; and S-29 o a loan group no. 2, consisting of 34 mortgage loans that represent 10.2% of the initial mortgage pool balance and are secured by multifamily and manufactured housing properties. The trustee will make payments of interest and, except in the case of the class XC and XP certificates, principal with respect to the following classes of series CD 2005-C1 certificates (or, in the case of the reference to "A-2FL below, the class A-2FL REMIC II regular interest, and in the case of the reference to "A-MFL" below, the class A-MFL REMIC II regular interest), in the following order: PAYMENT ORDER CLASS ------------- ----- 1st........................ A-1, A-2FL, A-2FX, A-3, A-SB, A-4, A-1A, XC and XP 2nd........................ A-MFL and A-MFX 3rd........................ A-J 4th........................ B 5th........................ C 6th........................ D 7th........................ E 8th........................ F 9th........................ G 10th....................... H 11th....................... J 12th....................... K 13th....................... L 14th....................... M 15th....................... N 16th....................... O 17th....................... P 18th....................... Q Interest payments with respect to the class A-1, A-2FX, A-3, A-SB, A-4, A-1A, XC and XP certificates and the class A-2FL REMIC II regular interest are to be made concurrently: o in the case of the class A-1, A-2FX, A-3, A-SB and A-4 certificates and the class A-2FL REMIC II regular interest, on a pro rata basis in accordance with the respective amounts of interest payable with respect to those classes of series CD 2005-C1 certificates and that REMIC II regular interest, from available funds attributable to loan group no. 1; o in the case of the class A-1A certificates, from available funds attributable to loan group no. 2; and o in the case of the class XC and XP certificates, on a pro rata basis in accordance with the respective amounts of interest payable with respect to those classes of series S-30 CD 2005-C1 certificates, from available funds attributable to loan group no. 1 and loan group no. 2; provided that, if the foregoing would result in a shortfall in the interest payment on the class A-1, A-2FX, A-3, A-SB, A-4, A-1A, XC or XP certificates or the class A-2FL REMIC II regular interest, then payments of interest will be made on those classes of series CD 2005-C1 certificates and that REMIC II regular interest, on a pro rata basis in accordance with the respective amounts of interest payable with respect thereto, from available funds attributable to the entire mortgage pool. The allocation of principal payments among the class A-1, A-2FX, A-3, A-SB, A-4 and A-1A certificates and the class A-2FL REMIC II regular interest is described under "--Payments--Payments of Principal" below. Payments of interest made on or with respect to the class A-2FL REMIC II regular interest will be applied to make payments to the swap counterparty and/or the class A-2FL certificateholders, as applicable. Payments of principal made on or with respect to the class A-2FL REMIC II regular interest will be applied to make payments to the class A-2FL certificateholders. The allocation of interest payments between the class A-MFL REMIC II regular interest and the class A-MFX certificates is to be made concurrently, on a pro rata basis in accordance with the respective amounts of interest payable with respect thereto. The allocation of principal payments between the class A-MFL REMIC II regular interest and the class A-MFX certificates is to be made concurrently, on a pro rata basis in accordance with the relative sizes of the respective then outstanding total principal balances thereof. Payments of interest made on or with respect to the class A-MFL REMIC II regular interest will be applied to make payments to the swap counterparty and/or the class A-MFL certificateholders, as applicable. Payments of principal made on or with respect to the class A-MFL REMIC II regular interest will be applied to make payments to the class A-MFL certificateholders. The class OCS certificates will represent a subordinated right to receive out of payments and other collections (or advances in lieu thereof) on the One Court Square-Citibank underlying mortgage loan, monthly payments of: interest at the related pass-through rate; and principal in the amounts generally described under "--Payments--Payments of Principal" below. See "Description of the Offered Certificates--Payments--Allocation of Payments on the One Court Square--Citibank Mortgage Loan; Payments on the Class OCS Certificates" in this prospectus supplement. S-31 The class Y and R certificates do not bear interest. The class XC, XP, Y and R certificates do not have principal balances and do not entitle their respective holders to payments of principal. See "Description of the Offered Certificates--Payments--Priority of Payments", "--Payments--Payments on the Class A-2FL and Class A-MFL Certificates" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" in this prospectus supplement. No payments or other collections on the non-trust mortgage loans, which we discuss under "--The Underlying Mortgage Loans and Mortgaged Real Properties--Loan Combinations" below will be available for payments on the series CD 2005-C1 certificates. B. PAYMENTS OF INTEREST...... Each class of series CD 2005-C1 certificates (other than the class Y and R certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, will bear interest. In each case, that interest will accrue during each interest accrual period based upon: o the pass-through rate applicable for the particular class of series CD 2005-C1 certificates or the particular REMIC II regular interest, as the case may be, for that interest accrual period; o the total principal balance or notional amount, as the case may be, of the particular class of series CD 2005-C1 certificates or the particular REMIC II regular interest, as the case may be, outstanding immediately prior to the related payment date; and o the assumption that each year consists of twelve 30-day months (or, in the case of each of the A-2FL class and the A-MFL class, for so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, based on the actual number of days in the applicable interest accrual period and the assumption that each year consists of 360 days). In addition, if the pass-through rate of the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest for any interest accrual period is limited by the weighted average of the net interest rates of the underlying mortgage loans, without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan, then the amount by which the interest distributable with respect to that REMIC II regular interest is reduced as a result of such limitation will result in the amount of interest payable by the trust to the swap counterparty S-32 being reduced by that amount. As a result, there will be a dollar-for-dollar reduction in the amount payable by the swap counterparty to the trust, and a corresponding dollar-for-dollar reduction in the amount of interest payable with respect to the class A-2FL certificates or the class A-MFL certificates, as applicable, on that payment date. On each payment date, subject to available funds from collections and advances on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), the payment priorities described under "--Payments--General" above and, in the case of each of the A-2FL class and the A-MFL class, the amount received from or payable to the swap counterparty under the related swap agreement for that payment date, the holders of each class of offered certificates will generally be entitled to receive: o all interest accrued with respect to that class of offered certificates during the related interest accrual period, as described above in this "--Payments--Payments of Interest" subsection; plus o any interest that such class of offered certificateholders was entitled to receive (or, in the case of each of the A-2FL class and the A-MFL class, to the extent not otherwise payable to the swap counterparty to make up prior shortfalls, that was payable with respect to the corresponding REMIC II regular interest) on all prior payment dates, to the extent not previously received; minus o such class' allocable share (in the case of each of the A-2FL class and the A-MFL class, through the corresponding REMIC II regular interest) of any shortfalls in interest collections due to prepayments on the underlying mortgage loans, to the extent that such interest shortfalls are not offset by certain payments made by the master servicer; minus o except in the case of the class XP certificates, such class' allocable share (in the case of each of the A-2FL class and the A-MFL class, through the corresponding REMIC II regular interest) of any reduction in interest paid on any underlying mortgage loan as a result of a modification that allows the reduction in accrued but unpaid interest to be added to the principal balance of the subject mortgage loan. See "Description of the Offered Certificates--Payments--Payments of Interest", "--Payments--Priority of Payments", "--Payments--Payments on the Class A-2FL and Class A-MFL S-33 Certificates" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" in this prospectus supplement. C. SWAP AGREEMENTS........... The assets of the trust will include two interest rate swap agreements between the trustee on behalf of the trust and Citibank N.A. as swap counterparty. One of those swap agreements will relate to the class A-2FL certificates, and the notional amount of that swap agreement for any payment date will be equal to the total initial principal balance of the class A-2FL certificates (and, correspondingly, of the class A-2FL REMIC II regular interest) immediately prior to that payment date. The other of those swap agreements will relate to the class A-MFL certificates, and the notional amount of that other swap agreement for any payment date will equal the total principal balance of the class A-MFL certificates (and, correspondingly, of the class A-MFL REMIC II regular interest) immediately prior to that payment date. The maturity date of each swap agreement will be the earlier of the rated final payment date for the offered certificates and the date on which the notional amount of the subject swap agreement is zero (including as a result of the termination of the trust fund). Under the swap agreement that relates to the class A-2FL certificates: (1) the trust will generally be obligated to pay to the swap counterparty with respect to each payment date, out of interest amounts paid or payable, as the case may be, with respect to the class A-2FL REMIC II regular interest, an amount equal to the sum of (a) any prepayment premiums or yield maintenance charges allocable to the class A-2FL REMIC II regular interest and (b) 1/12th of the product of (i) the notional amount of the subject swap agreement for that payment date and (ii) % per annum; and (2) the swap counterparty will generally be obligated to pay to the trust with respect to each payment date an amount equal to the product of (i) the notional amount of the subject swap agreement for that payment date, (ii) the applicable value of LIBOR plus % and (iii) a fraction, the numerator of which is the actual number of days elapsed during the related interest accrual period, and the denominator of which is 360. If the pass-through rate on the class A-2FL REMIC II regular interest is reduced below % per annum or if there is an interest shortfall with respect to the class A-2FL REMIC II regular interest, then the amount payable by the trust to the swap counterparty with respect to any payment date under the swap agreement relating to the class A-2FL certificates will be reduced by an amount equal to the excess, if any, of (1) 1/12th of the product of (a) % per annum, multiplied by (b) the notional amount of the subject swap agreement for that payment date over (2) the lesser of (x) 1/12th of the product of (i) a weighted average coupon derived from the net interest rates of S-34 the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), multiplied by (ii) the notional amount of the subject swap agreement for that payment date and (y) the amount of interest distributions with respect to the class A-2FL REMIC II regular interest pursuant to the priority of distributions on that payment date. As a result, the amount payable by the swap counterparty to the trust with respect to the subject payment date under the swap agreement relating to the class A-2FL certificates will be reduced (to not less than zero) by the exact same amount as the reduction determined as described in the immediately preceding sentence. If the reduction in the amount payable by the trust to the swap counterparty with respect to any payment date under the swap agreement relating to the class A-2FL certificates, which reduction is determined as described in the second to last sentence of the prior paragraph, exceeds the total amount payable by the swap counterparty to the trust without regard to that reduction, then the swap counterparty will in the future be entitled to be reimbursed by the trust to the extent that such reduction more than offset the payment from the swap counterparty; provided that any such reimbursement payment from the trust will, with respect to any future payment date, generally be limited to the excess, if any, of (a) the amount of interest distributions with respect to the class A-2FL REMIC II regular interest with respect to that future payment date, over (b) 1/12th of the product of (i) % per annum and (ii) the notional amount of the subject swap agreement for that payment date. Under the swap agreement that relates to the class A-MFL certificates: (1) the trust will generally be obligated to pay to the swap counterparty with respect to each payment date, out of interest amounts paid or payable, as the case may be, with respect to the class A-MFL REMIC II regular interest, an amount equal to the sum of (a) any prepayment premiums or yield maintenance charges allocable to the class A-MFL REMIC II regular interest and (b) 1/12th of the product of (i) the notional amount of the subject swap agreement for that payment date and (ii) % per annum; and (2) the swap counterparty will generally be obligated to pay to the trust with respect to each payment date an amount equal to the product of (i) the notional amount of the subject swap agreement for that payment date, (ii) the applicable value of LIBOR plus % and (iii) a fraction, the numerator of which is the actual number of days elapsed during the related interest accrual period, and the denominator of which is 360. If the pass-through rate on the class A-MFL REMIC II regular interest is reduced below % per annum or if there is an interest shortfall with respect to the class A-MFL REMIC II regular interest, then the amount payable by the trust to the swap S-35 counterparty with respect to any payment date under the swap agreement relating to the class A-MFL certificates will be reduced by an amount equal to the excess, if any, of (1) 1/12th of the product of (a) % per annum, multiplied by (b) the notional amount of the subject swap agreement for that payment date over (2) the lesser of (x) 1/12th of the product of (i) a weighted average coupon derived from the net interest rates of the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), multiplied by (ii) the notional amount of the subject swap agreement for that payment date and (y) the amount of interest distributions with respect to the class A-MFL REMIC II regular interest pursuant to the priority of distributions on that payment date. As a result, the amount payable by the swap counterparty to the trust with respect to the subject payment date under the swap agreement relating to the class A-MFL certificates will be reduced (to not less than zero) by the exact same amount as the reduction determined as described in the immediately preceding sentence. If the reduction in the amount payable by the trust to the swap counterparty with respect to any payment date under the swap agreement relating to the class A-MFL certificates, which reduction is determined as described in the second to last sentence of the prior paragraph, exceeds the total amount payable by the swap counterparty to the trust without regard to that reduction, then the swap counterparty will in the future be entitled to be reimbursed by the trust to the extent that such reduction more than offset the payment from the swap counterparty; provided that any such reimbursement payment from the trust will, with respect to any future payment date, generally be limited to the excess, if any, of (a) the amount of interest distributions with respect to the class A-MFL REMIC II regular interest with respect to that future payment date, over (b) 1/12th of the product of (i) % per annum and (ii) the notional amount of the subject swap agreement for that payment date. Payments by the trust to the swap counterparty, and by the swap counterparty to the trust under each swap agreement, as described above in this "--The Swap Agreements" section will, in general, be made on a net basis, and any such amounts paid to or retained by the trust will be available to make payments of interest to the class A-2FL certificateholders or the class A-MFL certificateholders, as the case may be. See "Risk Factors--Risks Relating to the Swap Agreement" and "Description of the Swap Agreements" in this prospectus supplement. D. PAYMENTS OF PRINCIPAL...... Subject to-- o available funds, S-36 o the payment priorities described under "--Payments--General" above, and o the reductions in their respective total principal balances as described under "--Reductions of Certificate Principal Balances in Connection with Losses on the Underlying Mortgage Loans and Default-Related and Other Unanticipated Expenses" below, the holders of each class of offered certificates, exclusive of the class XP certificates, will be entitled to receive a total amount of principal over time equal to the total principal balance of their particular class. The total payments of principal to be made on the series CD 2005-C1 certificates on any payment date will, in general, be a function of: o the amount of scheduled payments of principal due or, in some cases, deemed due on the underlying mortgage loans during the related collection period, which payments are either received as of the end of that collection period or advanced by the master servicer, the trustee or the fiscal agent; and o the amount of any prepayments and other unscheduled collections of previously unadvanced principal with respect to the underlying mortgage loans that are received during the related collection period. In the case of each of the A-2FL class and the A-MFL class, however, any payments of principal will first be made with respect to the corresponding REMIC II regular interest, after which any corresponding payments will be made to the holders of the subject class of certificates. If the master servicer, the special servicer, the trustee or the fiscal agent reimburses itself out of general collections on the mortgage pool for any advance (including the portion of any monthly debt service advance with respect to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan) that it has determined is not recoverable out of collections on the related underlying mortgage loan, then that advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed first out of payments and other collections of principal otherwise distributable on the series CD 2005-C1 principal balance certificates, prior to being deemed reimbursed out of payments and other collections of interest otherwise distributable on the series CD 2005-C1 certificates. In addition, if payments and other collections of principal on the mortgage pool are applied to reimburse, or pay interest on, any advance that is determined to be nonrecoverable S-37 from collections on the related underlying mortgage loan, as described in the prior sentence, then that advance will be reimbursed, and/or interest thereon will be paid, first out of payments or other collections of principal on the loan group (i.e., loan group no. 1 or loan group no. 2, as applicable) that includes the subject underlying mortgage loan as to which the advance was made, and prior to using payments or other collections of principal on the other loan group. Notwithstanding the prior paragraph, amounts otherwise payable as interest and/or principal on the class OCS certificates will not be available to reimburse advances in respect of any underlying mortgage loan other than the One Court Square-Citibank underlying mortgage loan. The trustee must make payments of principal in a specified sequential order, taking account of whether the payments (or advances in lieu thereof) and other collections of principal that are to be distributed were received and/or made with respect to underlying mortgage loans in loan group no. 1 or underlying mortgage loans in loan group no. 2 (in each case, without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), such that: o no payments of principal will be made to the holders of the class F, G, H, J, K, L, M, N, O, P and Q certificates until the total principal balance of the class A-1, A-2FX, A-3, A-SB, A-4, A-1A, A-MFX, A-J, B, C, D and E certificates, the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest is reduced to zero; o no payments of principal will be made to the holders of the class A-J, B, C, D or E certificates until, in the case of each of those classes, the total principal balance of all more senior classes of offered certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest is reduced to zero; o no payments of principal will be made to the holders of the class A-MFX certificates or with respect to the class A-MFL REMIC II regular interest until the total principal balance of the class A-1, A-2FX, A-3, A-SB, A-4 and A-1A certificates and the class A-2FL REMIC II regular interest is reduced to zero, and any and all payments of principal with respect to the class A-MFL REMIC II regular interest and the class A-MFX certificates will be allocated between them on a pro rata basis in accordance with the respective total principal balances thereof; S-38 o except as described in the second paragraph following these bullets, no payments of principal with respect to loan group no. 1 will be made to the holders of the class A-1A certificates until the total principal balance of the class A-1, A-2FX, A-3, A-SB and A-4 certificates and the class A-2FL REMIC II regular interest is reduced to zero; o except as described in the second paragraph following these bullets, no payments of principal with respect to loan group no. 2 will be made to the holders of the class A-1, A-2FX, A-3, A-SB and A-4 certificates or with respect to the class A-2FL REMIC II regular interest until the total principal balance of the class A-1A certificates is reduced to zero; and o except as described in the two paragraphs following these bullets, no payments of principal will be made to the holders of the class A-4 certificates until the total principal balance of the class A-1, A-2FX, A-3 and A-SB certificates and the class A-2FL REMIC II regular interest is reduced to zero, no payments of principal will be made to the holders of the class A-SB certificates until the total principal balance of class A-1, A-2FX and A-3 certificates and the class A-2FL REMIC II regular interest is reduced to zero, no payments of principal will be made to the holders of the class A-3 certificates until the total principal balance of the class A-1 and A-2FX certificates and the class A-2FL REMIC II regular interest is reduced to zero, and no payments of principal will be made to the holders of the class A-2FX certificates or with respect to the class A-2FL REMIC II regular interest until the total principal balance of the class A-1 certificates is reduced to zero. The discussion in the foregoing paragraph notwithstanding, and except as otherwise described in the following paragraph, on each payment date the total principal balance of the class A-SB certificates must, subject to available funds, be paid down, if necessary, to the scheduled principal balance for that class for that payment date that is set forth on Annex G to this prospectus supplement before any payments of principal are made with respect to the class A-1 certificates, the class A-2FL REMIC II regular interest, the class A-2FX certificates and/or the class A-3 certificates. Because of losses on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan) and/or default-related or other unanticipated expenses of the trust, the total principal balance of the class A-MFL REMIC II regular interest and the class A-MFX, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O, P and S-39 Q certificates could be reduced to zero at a time when the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A certificates, or any two or more of those classes of series CD 2005-C1 certificates, remain outstanding. Under those circumstances, the trustee will remit payments of principal to the holders of the outstanding class A-1, A-2FX, A-3, A-SB, A-4 and/or A-1A certificates and with respect to the class A-2FL REMIC II regular interest on a pro rata basis in accordance with the respective total principal balances of those classes of series CD 2005-C1 certificates and without regard to loan groups or the scheduled principal balance of the class A-SB certificates. All distributions of principal with respect to the class A-2FL REMIC II regular interest will be made to a segregated account or sub-account maintained by the trustee from which they will, in turn, be distributed to the holders of the class A-2FL certificates. All distributions of principal with respect to the class A-2FL REMIC II regular interest will be made to a segregated account or sub-account maintained by the trustee from which they will, in turn, be distributed to the holders of the class A-2FL certificates. All distributions of principal with respect to the class A-MFL REMIC II regular interest will be made to a segregated account or sub-account maintained by the trustee from which they will, in turn, be distributed to the holders of the class A-MFL certificates. So long as certain default scenarios do not exist with respect to the One Court Square-Citibank underlying mortgage loan, the holders of the class OCS certificates will be entitled to receive, on a subordinate basis, payments of principal equal to a proportionate share (generally based on an amount equal to the total principal balance of those certificates as a percentage of the principal amount of the One Court Square-Citibank underlying mortgage loan) of (a) all scheduled payments of principal due or, in some cases, deemed due on the One Court Square-Citibank underlying mortgage loan from time to time, to the extent those payments are, in each case, either received as of the end of the collection period when due or deemed due or advanced by the master servicer, the trustee or the fiscal agent, and (b) any prepayments and other unscheduled collections of previously unadvanced principal with respect to the One Court Square-Citibank underlying mortgage loan. However, for so long as certain default scenarios exist with respect to the One Court Square-Citibank underlying mortgage loan, the holders of the class OCS certificates will not receive any payments of principal unless and until the holders of the other series CD 2005-C1 principal balance certificates collectively receive or are deemed to receive over time payments of principal equal to the cut-off date principal balance of the pooled portion of the One Court Square-Citibank underlying mortgage loan. See "Description of the Offered Certificates--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" in this prospectus supplement. S-40 The class XC, XP, R and Y certificates do not have principal balances and do not entitle their holders to payments of principal. See "Description of the Offered Certificates--Payments--Payments of Principal" "--Payments--Priority of Payments", "--Payments--Payments on the Class A-2FL and Class A-MFL Certificates" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" in this prospectus supplement. E. PAYMENTS OF PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES...................... If any prepayment premium or yield maintenance charge is collected on any of the underlying mortgage loans, then the trustee will remit that amount as described under "Description of the Offered Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH LOSSES ON THE UNDERLYING MORTGAGE LOANS AND DEFAULT-RELATED AND OTHER UNANTICIPATED EXPENSES....... As and to the extent described under "Description of the Offered Certificates--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement, losses on the underlying mortgage loans and default-related and/or otherwise unanticipated expenses of the trust will be allocated to reduce the respective total principal balances of the following classes of series CD 2005-C1 principal balance certificates (or, in the case of the reference to "A-2FL" below, the class A-2FL REMIC II regular interest, and in the case of the reference to "A-MFL" below, the class A-MFL REMIC II regular interest), sequentially, in the following order (subject to the discussion in the next paragraph): S-41 REDUCTION ORDER CLASS --------------- ----------------------- 1st..................... Q 2nd..................... P 3rd..................... O 4th..................... N 5th..................... M 6th..................... L 7th..................... K 8th..................... J 9th..................... H 10th.................... G 11th.................... F 12th.................... E 13th.................... D 14th.................... C 15th.................... B 16th.................... A-J 17th.................... A-MFL and A-MFX, pro rata by total principal balance 18th.................... A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A, pro rata by total principal balance Notwithstanding the foregoing, losses on and/or default-related or other unanticipated expenses of the trust with respect to the One Court Square-Citibank underlying mortgage loan will be allocated, as and to the extent described under "Description of the Offered Certificates--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement, to reduce the total principal balance of the class OCS certificates, prior to being allocated to reduce the total principal balance of any class identified in the foregoing table. Also notwithstanding the foregoing, if any advance is reimbursed out of general collections on the mortgage pool because collections on the related underlying mortgage loan are determined to be insufficient to make that reimbursement, then any resulting shortfall will not be considered a loss or part of a loss allocable as described above until a final recovery determination is made with respect to the related underlying mortgage loan as to which the subject advance was made. Although losses on the underlying mortgage loans, extraordinary expenses and available funds shortfalls will not be directly allocated to the class A-2FL or A-MFL certificates, such losses and shortfalls may be allocated to the class A-2FL or A-MFL REMIC II regular interest in reduction of the total principal S-42 balance of the subject REMIC II regular interest and the amount of its interest entitlement, respectively. Any decrease in the total principal balance of the class A-2FL REMIC II regular interest will result in a corresponding decrease in the total principal balance of the class A-2FL certificates, and any interest shortfalls suffered by the class A-2FL REMIC II regular interest (for whatever reason) will reduce the amount of interest distributed on the class A-2FL certificates to the extent described in this prospectus supplement. Likewise, any decrease in the total principal balance of the class A-MFL REMIC II regular interest will result in a corresponding decrease in the total principal balance of the class A-MFL certificates, and any interest shortfalls suffered by the class A-MFL REMIC II regular interest (for whatever reason) will reduce the amount of interest distributed on the class A-MFL certificates to the extent described in this prospectus supplement. See "Description of the Offered Certificates--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS..................... Except as described below, the master servicer will be required to make, for each payment date, a total amount of advances of principal and/or interest generally equal to all monthly debt service payments -- other than balloon payments -- and assumed monthly debt service payments, in each case net of related master servicing fees and special servicing fees (and, in the case of the Loews Universal Hotel Portfolio underlying mortgage loan, further net of any related servicing fees under the applicable pooling and servicing agreement), that: o were due or deemed due, as the case may be, with respect to the underlying mortgage loans (including the non-pooled portion of the One Court Square-Citibank underlying mortgage loan) during the related collection period; and o were not paid by or on behalf of the respective borrowers or otherwise collected as of the close of business on the last day of the related collection period. In addition, the trustee--or the fiscal agent on its behalf--must make any of those advances that the master servicer is required, but fails, to make. As described under "Description of the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" in this prospectus supplement, any party that makes an advance will be entitled to be reimbursed for the advance, together with interest at the prime rate described in that section of this prospectus supplement. Notwithstanding the foregoing, none of the master servicer, the trustee or the fiscal agent will be required to make any advance that it determines, or that the special servicer determines, will not be recoverable from proceeds of the related underlying mortgage loan. The trustee and the fiscal agent will be entitled to rely on S-43 any determination of nonrecoverability made by the master servicer, and the trustee, the fiscal agent and the master servicer, in the case of a specially serviced mortgage loan or a mortgage loan as to which the related mortgaged real property has become a foreclosure property, must rely on any determination of nonrecoverability made by the special servicer. In addition, if any of the adverse events or circumstances that we refer to under "Servicing of the Underlying Mortgage Loans--Required Appraisals" in, and identify in the glossary to, this prospectus supplement, occurs or exists with respect to any underlying mortgage loan serviced under the series CD 2005-C1 pooling and servicing agreement or the mortgaged real property for that mortgage loan, then the special servicer will generally be obligated to obtain a new appraisal (or, in cases involving underlying mortgage loans with principal balances that are, in any such case, less than $2 million, may conduct an internal valuation) of that property. If, based on that appraisal or other valuation, it is determined that: o the principal balance of, and other delinquent amounts due under, the subject underlying mortgage loan, together with various related expenses and fees; exceed o an amount generally equal to: 1. 90% of the new appraised or estimated value of that real property (net of any prior liens and estimated liquidation expenses); plus 2. certain escrows and reserves and any letters of credit constituting additional security for the subject mortgage loan, then the amount otherwise required to be advanced with respect to interest on the subject mortgage loan will be reduced, thereby reducing the amounts available for payment on the series CD 2005-C1 certificates. The reduction will be based on an allocation of the amount of that excess--generally referred to as an appraisal reduction amount--to one or more classes of the series CD 2005-C1 principal balance certificates, the class A-2FL REMIC II regular interest and/or the class A-MFL REMIC II regular interest and will generally equal one month's interest at the related pass-through rates on the respective allocated portions. Due to the payment priorities, any reduction will first reduce the funds available to pay interest on the most subordinate interest-bearing class of series CD 2005-C1 certificates outstanding that evidences an interest in the subject underlying mortgage loan. The calculation of any appraisal reduction amount, as described in the preceding paragraph, in respect of the One Court Square- S-44 Citibank underlying mortgage loan will take into account both the pooled and non-pooled portions of that mortgage loan. The calculation of any appraisal reduction amount, as described in the preceding paragraph, in respect of any underlying mortgage loan that is part of a loan combination serviced under the series CD 2005-C1 pooling and servicing agreement, will, in each case, take into account all of the mortgage loans comprising the subject loan combination. The applicable servicer will determine whether an appraisal reduction amount exists with respect to the entire loan combination based on a calculation that generally treats the subject loan combination as if it were a single underlying mortgage loan. Any resulting appraisal reduction amount will be allocated among the mortgage loans in the related loan combination, first to the related subordinate non-trust mortgage loan(s) (up to the amount of the outstanding principal balance thereof), and then, to the underlying mortgage loan that we intend to include in the trust. Any resulting appraisal reduction amount relating to the One Court Square-Citibank underlying mortgage loan will be allocated first to the non-pooled portion of such underlying mortgage loan (up to the amount of the outstanding principal balance thereof), and then to the pooled portion of such underlying mortgage loan. In the case of the underlying mortgage loan secured by the mortgaged real property identified on Annex A-1 to this prospectus supplement as Loews Universal Hotel Portfolio, which is the outside serviced underlying mortgage loan, if adverse events or circumstances similar to those referred to above occur or exist with respect to the related loan combination, the applicable servicers under the related pooling and servicing agreement pursuant to which that underlying mortgage loan is being serviced, will be similarly required to obtain a new appraisal and determine, in a manner similar to the foregoing discussion, whether an appraisal reduction amount exists with respect to the subject loan combination, which would be treated as a single mortgage loan for those purposes, taking into account the related non-trust loans. Any resulting appraisal reduction amount with respect to the Loews Universal Hotel Portfolio loan combination will be allocated among the mortgage loans in the related loan combination, as follows: first, to the related subordinate non-trust loans (up to the aggregate amount of the outstanding principal balance thereof); and then, on a pro rata basis by outstanding principal balance, between the underlying mortgage loan that we intend to include in the trust and the related non-trust mortgage loans that are pari passu in right of payment and in certain other respects with that underlying mortgage loan. The amount of advances of interest on any underlying mortgage loan will reflect any appraisal reduction amount allocable thereto. S-45 See "Description of the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" and "Servicing of the Underlying Mortgage Loans--Required Appraisals" in this prospectus supplement. See also "Description of the Certificates--Advances" in the accompanying prospectus. REPORTS TO CERTIFICATEHOLDERS........... On each payment date, various statements and reports prepared by the trustee, the master servicer and/or the special servicer regarding the offered certificates and the underlying mortgage loans will be made available to you via the trustee's internet website and will contain the information described under "Description of the Offered Certificates--Reports to Certificateholders; Available Information" in this prospectus supplement. Upon reasonable prior notice, you may also review at the offices of the trustee, the master servicer and/or the special servicer during normal business hours a variety of information and documents that pertain to the underlying mortgage loans and the mortgaged real properties for those loans. We expect that the available information and documents will include loan modifications, borrower operating statements, rent rolls and property inspection reports, all to the extent received by the trustee, the master servicer and/or the special servicer, as applicable. See "Description of the Offered Certificates--Reports to Certificateholders; Available Information" in this prospectus supplement. OPTIONAL TERMINATION......... Specified parties to the transaction may terminate the trust through the purchase of all the mortgage loans and any REO properties in the trust fund when the total principal balance of the underlying mortgage loans, including the non-pooled portion of the One Court Square-Citibank underlying mortgage loan, net of outstanding advances of principal, is less than approximately 1.0% of the initial total principal balance of the series CD 2005-C1 principal balance certificates. See "Description of the Offered Certificates--Termination" in this prospectus supplement. THE UNDERLYING MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES --------------------------------------------------------------- GENERAL...................... In this section, "--The Underlying Mortgage Loans and the Mortgaged Real Properties", we provide summary information with respect to the mortgage loans that we intend to include in the trust fund. For more detailed information regarding those mortgage loans, you should review the following sections in this prospectus supplement: o "Risk Factors--Risks Related to the Underlying Mortgage Loans"; S-46 o "Description of the Mortgage Pool"; o Annex A-1--Characteristics of the Underlying Mortgage Loans and the Mortgaged Real Properties; o Annex A-2--Summary Characteristics of the Underlying Mortgage Loans and the Mortgaged Real Properties; o Annex A-3--Summary Characteristics of the Underlying Mortgage Loans in Loan Group No. 1 and the related Mortgaged Real Properties; o Annex A-4--Summary Characteristics of the Underlying Mortgage Loans in Loan Group No. 2 and the related Mortgaged Real Properties; o Annex A-5--Characteristics of the Multifamily and Manufactured Housing Mortgaged Real Properties; and o Annex B--Description of Fifteen Largest Mortgage Loans and/or Groups of Cross-Collateralized Mortgage Loans. For purposes of calculating distributions on certain classes of the offered certificates, the pool of mortgage loans backing the series CD 2005-C1 certificates (exclusive of the non-pooled portion of the One Court Square-Citibank underlying mortgage loan) will be divided into a loan group no. 1 and a loan group no. 2. Loan group no. 1 will consist of 191 mortgage loans, with an initial loan group no. 1 balance of $3,480,780,409 and representing approximately 89.8% of the initial mortgage pool balance, that are secured by the various property types that constitute collateral for those mortgage loans. Loan group no. 2 will consist of 34 mortgage loans, with an initial loan group no. 2 balance of $397,464,318 and representing approximately 10.2% of the initial mortgage pool balance, that are secured by multifamily and manufactured housing properties. When reviewing the information that we have included in this prospectus supplement, including the Annexes hereto, with respect to the mortgage loans that are to back the offered certificates, please note that-- o All numerical information provided with respect to the 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 S-47 underlying mortgage loans (exclusive of the cut-off date principal balance of the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), references to the initial loan group no. 1 balance mean the aggregate cut-off date principal balance of the underlying mortgage loans in loan group no. 1 (exclusive of the cut-off date principal balance of the non-pooled portion of the One Court Square-Citibank underlying mortgage loan) and references to the initial loan group no. 2 balance mean the aggregate cut-off date principal balance of the underlying mortgage loans in loan group no. 2. We will transfer each of the underlying mortgage loans, at its respective cut-off date principal balance, to the trust. We show the cut-off date principal balance for each of the underlying mortgage loans (or, in the case of the One Court Square-Citibank underlying mortgage loan, the cut-off date principal balance for the pooled portion of that mortgage loan) on Annex A-1 to this prospectus supplement. 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 underlying mortgage 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 no. 1 balance or the initial loan group no. 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 underlying mortgage 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 in this prospectus supplement with respect to the One Court Square-Citibank underlying mortgage loan is being presented without regard to the non-pooled portion of that mortgage loan. o If an underlying mortgage loan is part of a loan combination that includes one or more subordinate non-trust mortgage loans, then, unless specifically indicated otherwise, statistical information presented in this prospectus supplement with respect to that underlying S-48 mortgage loan is presented without regard to the related subordinate non-trust mortgage loan(s). o If an underlying 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, then, unless specifically indicated otherwise (for example, with respect to loan-to-value and debt service coverage ratios and cut-off date balances per unit of mortgaged real property, in which cases, each related pari passu non-trust mortgage loan is taken into account), statistical information presented in this prospectus supplement with respect to that underlying mortgage loan excludes the related pari passu non-trust mortgage loans. 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 in this prospectus supplement. o The general characteristics of the entire mortgage pool backing the offered certificates are not necessarily representative of the general characteristics of either loan group no. 1 or loan group no. 2. The yield and risk of loss on any class of offered certificates may depend on, among other things, the composition of each of loan group no. 1 and loan group no. 2. The general characteristics of each such loan group should also be analyzed when making an investment decision. o Whenever loan-level information, such as loan-to-value ratios or debt service coverage ratios, is presented in the context of the mortgaged real properties, the loan level statistic attributed to a mortgaged real property is the same as the statistic for the related underlying mortgage loan. o Whenever we refer to a particular underlying mortgage loan or mortgaged real property by name, we mean the underlying mortgage loan or mortgaged real property, as the case may be, identified by that name on Annex A-1 to this prospectus supplement. Whenever we identify a particular underlying mortgage loan by loan number, we are referring to the underlying mortgage loan identified by that loan number on Annex A-1 to this prospectus supplement. o Statistical information regarding the underlying mortgage loans may change prior to the date of initial issuance of the offered certificates due to changes in the composition of the mortgage pool prior to that date, and S-49 the initial mortgage pool balance may be as much as 5% larger or smaller than indicated. o Ten (10) mortgage loans that we intend to include in the trust, representing 5.0% of the initial mortgage pool balance, of which nine (9) mortgage loans are in loan group no. 1, representing 3.9% of the initial loan group no. 1 balance, and one (1) mortgage loan is in loan group no. 2, representing 14.6% of the initial loan group no. 2 balance, have not closed as of the date of the preparation of this prospectus supplement and therefore certain mortgage loan characteristics included in this prospectus supplement for those mortgage loans, including the interest rates thereof, have been estimated. As a result, certain statistical information in this prospectus supplement may change if those mortgage loans bear a different interest rate than anticipated. SOURCE OF THE UNDERLYING MORTGAGE LOANS............... We are not the originator of the mortgage loans that we intend to include in the trust fund. We will acquire those mortgage loans from four separate sellers. Except as indicated below, each of those mortgage loans was originated by-- o the related mortgage loan seller from whom we acquired the mortgage loan, o an affiliate of the related mortgage loan seller, or o a correspondent in the related mortgage loan seller's conduit lending program. In the case of one (1) mortgage loan (loan number 7), the related mortgage loan seller acquired the subject mortgage loan from an unaffiliated originator. LOAN COMBINATIONS............ Four (4) underlying mortgage loans are, in each case, part of a loan combination comprised of two (2) or more mortgage loans that are obligations of the same borrower, only one of which will be included in the trust fund. The remaining mortgage loan(s) in a loan combination will not be included in the trust fund, provided that all of the mortgage loans in the subject loan combination are together secured by the same mortgage instrument(s) encumbering the same mortgaged real property or properties. A non-trust mortgage loan may be subordinate or pari passu in right of payment with the underlying mortgage loan in the same loan combination. All of the mortgage loans comprising a given loan combination are cross-defaulted, but none of the loan combinations is cross-collateralized or cross-defaulted with any other loan combination. The following underlying mortgage loans are each part of a loan combination: S-50 ------------------------------------------------------------------------------------------------------- U/W NCF ORIGINAL ORIGINAL DSCR PRINCIPAL PRINCIPAL AND CUT-OFF BALANCE OF BALANCE OF DATE LOAN- % OF INITIAL RELATED RELATED TO-VALUE OF MORTGAGED PROPERTY NAME MORTGAGE PARI PASSU SUBORDINATE ENTIRE (AS IDENTIFIED ON ANNEX A-1 CUT-OFF DATE POOL NON-TRUST NON-TRUST LOAN THIS PROSPECTUS SUPPLEMENT) PRINCIPAL BALANCE BALANCE LOAN(S) LOAN(S) COMBINATION ------------------------------------------------------------------------------------------------------- 1. Maine Mall $150,000,000 3.9% NAP $41,527,238 1.20x/67.65% $37,129,952 ------------------------------------------------------------------------------------------------------- 2. Loews Universal $ 55,000,000 1.4% $ 65,000,000 $25,000,000 3.15x/59.45% Hotel Portfolio $ 80,000,000 $25,000,000 $ 100,000,000 $ 100,000,000 ------------------------------------------------------------------------------------------------------- 3. Chico Mall $ 42,000,000 1.1% NAP $ 8,976,967 1.25x/75.21% $ 9,343,373 ------------------------------------------------------------------------------------------------------- 4. Steadfast-Koll $ 15,365,801 0.4% NAP $ 970,000 1.15x/82.30% Building ------------------------------------------------------------------------------------------------------- See "Description of the Mortgage Pool--The Loan Combinations" in this prospectus supplement for a more detailed description, with respect to each loan combination, of the related co-lender arrangement and the priority of payments among the mortgage loans comprising such loan combination. Also see "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement. PAYMENT AND OTHER TERMS A. General.................... Each of the mortgage loans that we intend to include in the trust fund is the obligation of a borrower to repay a specified sum with interest. Repayment of each of the mortgage loans that we intend to include in the trust fund is secured by a mortgage lien on the fee simple and/or leasehold interest of the related borrower or another party in one or more commercial or multifamily real properties. Except for limited permitted encumbrances, which we identify in the glossary to this prospectus supplement, that mortgage lien will be a first priority lien. All of the mortgage loans that we intend to include in the trust fund are or should be considered nonrecourse. None of those mortgage loans is insured or guaranteed by any governmental agency or instrumentality or by any private mortgage insurer. B. Mortgage Rates............. Each of the mortgage loans that we intend to include in the trust fund currently accrues interest at the annual rate specified with respect to that loan on Annex A-1 to this prospectus supplement. Except as otherwise described below with respect to each mortgage loan that has an anticipated repayment date, the mortgage rate for each mortgage loan that we intend to include in the trust fund is, in the absence of default, fixed for the entire term of the loan. S-51 C. Due Dates.................. Subject, in some cases, to a next business day convention-- o ninety-four (94) of the mortgage loans that we intend to include in the trust fund, representing 48.5% of the initial mortgage pool balance, of which 71 mortgage loans are in loan group no. 1, representing 45.9% of the initial loan group no. 1 balance, and 23 mortgage loans are in loan group no. 2, representing 71.0% of the initial loan group no. 2 balance, provide for scheduled payments of principal and/or interest to be due on the first day of each month; o one hundred eighteen (118) of the mortgage loans that we intend to include in the trust fund, representing 45.5% of the initial mortgage pool balance, of which 112 mortgage loans are in loan group no. 1, representing 48.9% of the initial loan group no. 1 balance, and six (6) mortgage loans are in loan group no. 2, representing 15.1% of the initial loan group no. 2 balance, provide for scheduled payments of principal and/or interest to be due on the eleventh day of each month; o three (3) of the mortgage loans that we intend to include in the trust fund, representing 3.7% of the initial mortgage pool balance, of which two (2) mortgage loans are in loan group no. 1, representing 3.2% of the initial loan group no. 1 balance, and one (1) mortgage loan is in loan group no. 2, representing 8.1% of the initial loan group no. 2 balance, provide for scheduled payments of principal and/or interest to be due on the tenth day of each month; and o ten (10) of the mortgage loans that we intend to include in the trust fund, representing 2.4% of the initial mortgage pool balance, of which six (6) mortgage loans are in loan group no. 1, representing 2.0% of the initial loan group no. 1 balance, and four (4) mortgage loans are in loan group no. 2, representing 5.9% of the initial loan group no. 2 balance, provide for scheduled payments of principal and/or interest to be due on the fifth day of each month. S-52 D. Balloon Loans.............. Two hundred eight (208) of the mortgage loans that we intend to include in the trust fund, representing 85.5% of the initial mortgage pool balance, of which 174 mortgage loans are in loan group no. 1, representing 83.8% of the initial loan group no. 1 balance, and 34 mortgage loans are in loan group no. 2, representing 100.0% of the initial loan group no. 2 balance, each provide for: o an amortization schedule that is significantly longer than its remaining term to stated maturity or for no amortization prior to stated maturity; and o a substantial balloon payment of principal on its maturity date. One hundred (100) of the 208 balloon mortgage loans that we intend to include in the trust fund, representing 41.6% of the initial mortgage pool balance, of which 84 mortgage loans are in loan group no. 1, representing 39.1% of the initial loan group no. 1 balance, and 16 mortgage loans are in loan group no. 2, representing 63.2% of the initial loan group no. 2 balance, provide for payments of interest only for periods ranging from the first 12 to the first 72 payments following origination. Thirteen (13) of the 208 balloon mortgage loans that we intend to include in the trust fund, representing 14.5% of the initial mortgage pool balance, of which nine (9) mortgage loans are in loan group no. 1, representing 13.8% of the initial loan group no. 1 balance, and four (4) mortgage loans are in loan group no. 2, representing 20.9% of the initial loan group no. 2 balance, provide for payments of interest only until maturity. E. ARD Loans.................. Seventeen (17) of the mortgage loans that we intend to include in the trust, representing 14.5% of the initial mortgage pool balance and 16.2% of the initial loan group no. 1 balance, respectively, each provides incentives to the related borrower to pay the subject mortgage loan in full by a specified date prior to maturity. We consider that date to be the anticipated repayment date for each of those mortgage loans. There can be no assurance, however, that these incentives will result in any of those mortgage loans being paid in full on or before its anticipated repayment date. The incentives, which in each case will become effective as of the related anticipated repayment date may (but need not), include: o the calculation of interest at an annual rate in excess of the initial mortgage rate, which additional interest will be deferred, may be compounded and will be payable only after the outstanding principal balance of the mortgage loan is paid in full; and o the application of all or a portion of excess cash flow from the mortgaged real property, after debt service S-53 payments and any specified reserves or expenses have been funded or paid, to pay the principal amount of the mortgage loan, which payment of principal will be in addition to the principal portion of the normal monthly debt service payment. Two (2) of the 17 mortgage loans with anticipated repayment dates that we intend to include in the trust fund, representing 10.2% of the initial mortgage pool balance, and 11.3% of the initial loan group no. 1 balance, provide for payments of interest only until the related anticipated repayment date. Five (5) of the 17 mortgage loans with anticipated repayment dates that we intend to include in the trust fund, representing 1.9% of the initial mortgage pool balance and 2.1% of the initial loan group no. 1 balance, respectively, provide for payments of interest only for the periods ranging from the first 24 payments to the first 60 payments following origination. DELINQUENCY STATUS........... None of the mortgage loans that we intend to include in the trust fund was more than 30 days delinquent with respect to any monthly debt service payment as of the cut-off date. PREPAYMENT RESTRICTIONS...... As described more fully in Annex A-1 to this prospectus supplement, as of the cut-off date, all of the mortgage loans that we intend to include in the trust fund provide for a prepayment lockout period during which voluntary prepayments are prohibited. In each case, that initial prepayment lockout period will be followed by one or more of the following: o a prepayment lockout/defeasance period during which voluntary prepayments are prohibited, but defeasance is allowed; o a prepayment consideration period during which a voluntary prepayment must be accompanied by prepayment consideration; and/or o an open prepayment period during which voluntary prepayments are permitted without payment of any prepayment consideration. Notwithstanding the foregoing prepayment restrictions, prepayments may occur in connection with loan defaults, casualties and condemnations in respect of the mortgaged real properties and, in certain cases, out of cash holdbacks where certain conditions relating to the holdback have not been satisfied. Prepayment premiums and/or yield maintenance charges may not be payable in connection with prepayments of this type. S-54 The prepayment terms of each of the mortgage loans that we intend to include in the trust fund are set forth in Annex A-1 to this prospectus supplement. DEFEASANCE................... One hundred ninety-nine (199) of the mortgage loans to be included in the trust fund, representing 91.9% of the initial mortgage pool balance, of which 169 mortgage loans are in loan group no. 1, representing 93.0% of the initial loan group no. 1 balance, and 30 mortgage loans are in loan group no. 2, representing 82.3% of the initial loan group no. 2 balance, permit the related borrower to defease the mortgage loan and obtain a release of the mortgaged real property from the related mortgage lien by delivering U.S. Treasury obligations or other government securities as substitute collateral, but continue to prohibit voluntary prepayments during the defeasance period. None of those 199 mortgage loans permits defeasance prior to the second anniversary of the date of initial issuance of the series CD 2005-C1 certificates. ADDITIONAL STATISTICAL INFORMATION.................. Set forth below is selected statistical information regarding the mortgage pool, loan group no. 1 and loan group no. 2, respectively. A. GENERAL CHARACTERISTICS.... The mortgage pool, loan group no. 1 and loan group no. 2, respectively, will have the following general characteristics as of the cut-off date: MORTGAGE LOAN GROUP LOAN GROUP POOL NO. 1 NO. 2 -------------- -------------- ------------ Initial mortgage pool/loan group balance....... $3,878,244,727 $3,480,780,409 $397,464,318 Number of mortgage loans....................... 225 191 34 Number of mortgaged real properties............ 261 227 34 Highest cut-off date principal balance......... $290,000,000 $290,000,000 $58,000,000 Lowest cut-off date principal balance.......... $1,322,049 $1,392,304 $1,322,049 Average cut-off date principal balance......... $17,236,643 $18,223,981 $11,690,127 Highest mortgage rate.......................... 6.5600% 6.5600% 6.0400% Lowest mortgage rate........................... 4.7250% 4.7250% 4.8500% Weighted average mortgage rate................. 5.2598% 5.2557% 5.2956% Longest original loan term to maturity or anticipated repayment date.................. 180 months 180 months 180 months Shortest original loan term to maturity or anticipated repayment date.................. 39 months 39 months 60 months Weighted average original loan term to maturity or anticipated repayment date...... 112 months 112 months 108 months Longest remaining loan term to maturity or anticipated repayment date.................. 180 months 178 months 180 months Shortest remaining loan term to maturity or anticipated repayment date.................. 39 months 39 months 58 months Weighted average remaining loan term to maturity or anticipated repayment date...... 110 months 110 months 107 months S-55 MORTGAGE LOAN GROUP LOAN GROUP POOL NO. 1 NO. 2 -------------- -------------- ------------ Highest underwritten net cash flow debt service coverage ratio...................... 10.04x 10.04x 2.24x Lowest underwritten net cash flow debt service coverage ratio.............................. 1.03x 1.03x 1.19x Weighted average underwritten net cash flow debt service coverage ratio................. 1.57x 1.60x 1.31x Highest cut-off date loan-to-value ratio....... 86.56% 80.62% 86.56% Lowest cut-off date loan-to-value ratio........ 6.33% 6.33% 50.85% Weighted average cut-off date loan-to-value ratio....................................... 68.32% 67.49% 75.57% Highest maturity date/ARD loan-to-value ratio.. 86.56% 79.80% 86.56% Lowest maturity date/ARD loan-to-value ratio... 4.46% 4.46% 42.01% Weighted average maturity date/ARD loan-to-value ratio......................... 61.80% 61.07% 68.17% When reviewing the foregoing table, please note the following: o The initial mortgage pool balance is subject to a permitted variance of plus or minus 5%. The initial loan group no. 1 balance and the initial loan group no. 2 balance may each also vary. o With respect to 13 mortgage loans that we intend to include in the trust fund (loan numbers 13, 40, 52, 81, 82, 89, 113, 155, 168, 169, 177, 188 and 189), which collectively represent 4.2% of the initial mortgage pool balance (11 mortgage loans in loan group no. 1, representing 3.9% of the initial loan group no. 1 balance, and two (2) mortgage loans are in loan group no. 2, representing 6.7% of the initial loan group no. 2 balance), the underwritten net cash flow debt service coverage ratios have, and with respect to eight (8) mortgage loans (loan numbers 13, 40, 82, 155, 168, 177, 188 and 189), which represent 2.7% of the initial mortgage pool balance, of which six (6) mortgage loans are in loan group no. 1, representing 2.3% of the initial loan group no. 1 balance, and two (2) mortgage loans are in loan group no. 2, representing 6.7% of the initial loan group no. 2 balance, the cut-off date loan-to-value ratio and the maturity date/ARD loan-to-value ratio have been calculated and/or presented on an adjusted basis that (a) takes into account various assumptions regarding the financial performance of the related mortgaged real property that are consistent with the respective performance related criteria required to obtain the release of a cash holdback or letter of credit that serves as additional collateral or otherwise covers losses to a limited extent and/or (b) reflects an application of that cash holdback or letter of credit to pay down the subject S-56 mortgage loan, with (if applicable) a corresponding reamortization of the monthly debt service payment. If the related cash holdbacks or letters of credit were not taken into account for any of these 13 underlying mortgage loans, then: (a) the underwritten net cash flow debt service coverage ratios for the mortgage pool would range from 1.02:1 to 10.04:1, with a weighted average of 1.57:1; (b) the cut-off date loan-to-value ratios of the mortgage pool would range from 6.33% to 87.62%, with a weighted average of 68.41%; (c) the maturity date/ARD loan-to-value ratios of the mortgage pool would range from 4.46% to 86.56%, with a weighted average of 61.90%; (d) the underwritten net cash flow debt service coverage ratios for loan group no. 1 would range from 1.02:1 to 10.04:1, with a weighted average of 1.60:1; (e) the cut-off date loan-to-value ratios of loan group no. 1 would range from 6.33% to 80.62%, with a weighted average of 67.57%; (f) the maturity date/ARD loan-to-value ratios of loan group no. 1 would range from 4.46% to 79.80%, with a weighted average of 61.16%; (g) the underwritten net cash flow debt service coverage ratios for loan group no. 2 would range from 1.17:1 to 2.24:1, with a weighted average of 1.31:1; (h) the cut-off date loan-to-value ratios of loan group no. 2 would range from 50.85% to 87.62%, with a weighted average of 75.78%; and (i) the maturity date/ARD loan-to-value ratios of loan group no. 2 would range from 42.01% to 86.56%, with a weighted average of 68.39%. Weighted average underwritten net cash flow debt service coverage, cut-off date loan-to-value ratio and maturity date/ARD loan-to-value ratio information for the mortgage pool (or portions thereof that contain any of those 13 underlying mortgage loans) set forth in this prospectus supplement reflect the respective adjustments referenced above. S-57 o In the case of each underlying mortgage loan that is part of a loan combination, the loan-to-value and debt service coverage information presented in the foregoing table takes into account each pari passu non-trust mortgage loan, if any, in that loan combination, but does not reflect any subordinate non-trust mortgage loan(s) in that loan combination. o In the case of the One Court Square-Citibank underlying mortgage loan the loan-to-value and debt service coverage information presented in the foregoing table takes into account the pooled portion of that mortgage loan, but excludes the non-pooled portion of that mortgage loan. o The maximum mortgage interest rate, minimum mortgage interest rate and weighted average mortgage interest rate in the foregoing table are based on anticipated interest rate information for ten (10) mortgage loans that we intend to include in the trust, representing 5.0% of the initial mortgage pool balance, of which nine (9) mortgage loans are in loan group no. 1, representing 3.9% of the initial loan group no. 1 balance, and one (1) mortgage loan is in loan group no. 2, representing 14.6% of the initial loan group no. 2 balance. Those ten (10) mortgage loans have not closed as of the date of this prospectus supplement, and therefore those statistics may change if those mortgage loans bear a different interest rate than anticipated. B. GEOGRAPHIC CONCENTRATION... The table below shows the number of, and percentage of the initial mortgage pool balance, the initial loan group no. 1 balance and the initial loan group no. 2 balance, secured by, mortgaged real properties located in the indicated states or regions: NUMBER OF % OF INITIAL % OF INITIAL % OF INITIAL MORTGAGED MORTGAGE LOAN GROUP LOAN GROUP STATE/REGION PROPERTIES POOL BALANCE NO. 1 BALANCE NO. 2 BALANCE ----------------------------- ---------- ------------ --------------- ------------- California................... 38 16.6% 17.3% 10.7% Southern California...... 26 12.3 12.5 10.7 Northern California...... 12 4.3 4.8 - New York..................... 20 13.6 15.1 - Florida...................... 19 7.1 5.2 23.5 Texas........................ 26 6.7 6.5 7.9 Maryland..................... 9 5.9 5.7 8.1 Pennsylvania................. 20 5.4 4.1 17.1 New Jersey................... 11 5.4 6.0 - Massachusetts................ 15 4.0 3.6 7.7 Maine........................ 1 3.9 4.3 - Virginia..................... 9 3.8 4.1 1.9 Other........................ 93 27.6 28.1 8.3 S-58 The reference to "Other" in the foregoing table, insofar as it relates to the entire mortgage pool, includes 27 other states and the District of Columbia. No more than 2.9% of the initial mortgage pool balance is secured by mortgaged real properties located in any of those other jurisdictions. Northern California includes areas with zip codes of 94107 and above, and Southern California includes areas with zip codes of 93401 and below. C. PROPERTY TYPES............. The table below shows the number of, and percentage of the initial mortgage pool balance, the initial loan group no. 1 balance and the initial loan group no. 2 balance, secured by, mortgaged real properties predominantly operated for each indicated purpose: NUMBER OF % OF INITIAL % OF INITIAL % OF INITIAL MORTGAGED MORTGAGE LOAN GROUP LOAN GROUP PROPERTY TYPES PROPERTIES POOL BALANCE NO. 1 BALANCE NO. 2 BALANCE ------------------------------------- ---------- ------------ ------------- ------------- Office............................... 71 40.1% 44.7% -% Suburban........................ 46 20.7 23.0 - Central Business District....... 12 16.5 18.4 - Flex............................ 8 1.8 2.0 - Medical Office.................. 10 2.2 2.4 - Retail............................... 74 29.8 33.2 - Anchored........................ 36 13.4 15.0 - Regional Mall................... 3 7.6 8.4 - Unanchored...................... 17 3.7 4.2 - Shadow Anchored................. 7 2.0 2.3 - Lifestyle Center................ 1 1.6 1.8 - Anchored, Single Tenant......... 9 1.4 1.6 - Unanchored, Single Tenant....... 1 0.1 0.1 - Multifamily.......................... 45 14.2 4.9 96.3 Conventional.................... 34 11.4 3.9 76.5 Section 8....................... 7 1.5 0.6 8.7 Student Housing................. 2 1.1 - 11.1 Independent Living.............. 1 0.2 0.2 - Residential Cooperative......... 1 0.1 0.1 - Hospitality.......................... 19 6.6 7.3 - Industrial........................... 15 3.5 3.9 - Self Storage......................... 25 2.8 3.1 - Mixed Use............................ 6 1.0 1.1 - Other................................ 2 1.0 1.1 - Manufactured Housing................. 3 0.7 0.3 3.7 Land................................. 1 0.4 0.5 - With respect to each of the seven (7) mortgaged real properties identified in the foregoing table as "Shadow Anchored" none of the relevant anchor tenants is on any portion of the particular property that is subject to the lien of the related mortgage instrument. S-59 D. ENCUMBERED INTERESTS....... The table below shows the number of, and percentage of the initial mortgage pool balance secured by, mortgaged real properties for which the whole or predominant encumbered interest is as indicated: NUMBER OF % OF INITIAL MORTGAGED MORTGAGE ENCUMBERED INTERESTS PROPERTIES POOL BALANCE ------------------------------------- ---------- ------------ Fee Simple........................... 250(1) 94.2% Leasehold............................ 9(2) 3.1 Fee Simple in part and Leasehold in part.............................. 2(3) 2.7 --------------------- (1) Two hundred sixteen (216) of these mortgaged real properties secure mortgage loans in loan group no. 1, representing 93.5% of the initial loan group no. 1 balance, and 34 of these mortgaged real properties secure mortgage loans in loan group no. 2, representing 100.0% of the initial loan group no. 2 balance. (2) All of these mortgaged real properties secure mortgage loans in loan group no. 1, representing 3.5% of the initial loan group no. 1 balance. (3) All of these mortgaged real properties secure mortgage loans in loan group no. 1, representing 3.0% of the initial loan group no. 1 balance. It should be noted that each mortgage loan secured by overlapping fee and leasehold interests is presented as being secured by a fee simple interest in this prospectus supplement and is therefore included within the category referred to as "Fee Simple" in the chart above. LEGAL AND INVESTMENT CONSIDERATIONS ----------------------------------- FEDERAL INCOME TAX CONSEQUENCES................. The trustee or its agent will make elections to treat designated portions of the assets of the trust as three separate real estate mortgage investment conduits -- or REMICs -- under Sections 860A through 860G of the Internal Revenue Code of 1986, as amended. One of those REMICs will primarily consist of the One Court Square-Citibank underlying mortgage loan. The other two of those REMICs will be as follows: o REMIC I, the lowest tier REMIC, which will hold, among other things, the underlying mortgage loans -- or, in the case of the One Court Square-Citibank underlying mortgage loan, one or more regular interests in the related single loan REMIC referred to above -- and various other related assets; and o REMIC II, which will hold the regular interests in REMIC I. Notwithstanding the foregoing, neither REMIC I nor the One Court Square-Citibank individual loan REMIC will hold collections of additional interest accrued, and deferred as to S-60 payment, with respect to any underlying mortgage loan with an anticipated repayment date. Any assets not included in a REMIC, including the class A-2FL REMIC II regular interest, the class A-MFL REMIC II regular interest, the related swap agreements and the trustee's floating rate account, will constitute one or more grantor trusts for federal income tax purposes. The offered certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest will be treated as regular interests in REMIC II. This means that they will be treated as newly issued debt instruments for federal income tax purposes. The class A-2FL certificates will represent undivided beneficial ownership interests in the class A-2FL REMIC II regular interest, the related swap agreement and the applicable sub-account of the trustee's floating rate account. The class A-MFL certificates will represent undivided beneficial ownership interests in the class A-MFL REMIC II regular interest, the related swap agreement and the applicable sub-account of the trustee's floating rate account. You will have to report income on your offered certificates in accordance with the accrual method of accounting even if you are otherwise a cash method taxpayer. The offered certificates (exclusive of the class A-2FL and A-MFL certificates) will not represent any interest in the grantor trust referred to above. One or more classes of the offered certificates may be issued with more than de minimis original issue discount. If you own an offered certificate issued with original issue discount, you may have to report original issue discount income and be subject to a tax on this income before you receive a corresponding cash payment. When determining the rate of accrual of original issue discount, market discount and premium, if any, for federal income tax purposes, the prepayment assumption used will be that following any date of determination: o the underlying mortgage loans with anticipated repayment dates will be paid in full on those dates; o no mortgage loan in the trust fund will otherwise be prepaid prior to maturity; and o there will be no extension of maturity for any mortgage loan in the trust fund. For a more detailed discussion of the federal income tax aspects of investing in the offered certificates, see "Federal Income Tax S-61 Consequences" in each of this prospectus supplement and the accompanying prospectus. ERISA........................ The acquisition of an offered certificate by an employee benefit plan or other plan or arrangement subject to the Employee Retirement Income Security Act of 1974, as amended, or to section 4975 of the Internal Revenue Code of 1986, as amended, could, in some instances, result in a prohibited transaction or other violation of the fiduciary responsibility provisions of these laws. We anticipate that, subject to satisfaction of the conditions referred to under "ERISA Considerations" in this prospectus supplement, retirement plans and other employee benefit plans and arrangements subject to-- o Title I of the Employee Retirement Income Security Act of 1974, as amended, or o Section 4975 of the Internal Revenue Code of 1986, as amended, initially will be able to invest in the offered certificates without giving rise to a prohibited transaction. This is based upon an individual prohibited transaction exemption granted to a predecessor of Citigroup Global Markets Inc. by the U.S. Department of Labor. If you are a fiduciary or any other person investing the assets of any retirement plan or other employee benefit plan or arrangement subject to Title I of ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended, you should review carefully with your legal advisors whether the purchase or holding of the offered certificates could give rise to a transaction that is prohibited under ERISA or Section 4975 of the Internal Revenue Code of 1986, as amended. In addition, if you are a fiduciary of any such retirement plan or other employee benefit plan and are considering an investment in the class A-2FL or A-MFL certificates, you should review the specific requirements for purchases of class A-2FL and A-MFL certificates by plans. See "ERISA Considerations" in this prospectus supplement and in the accompanying prospectus. LEGAL INVESTMENT............. The offered certificates will not be mortgage related securities within the meaning of the Secondary Mortgage Market Enhancement Act of 1984. All institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult with their own legal advisors in determining whether and to what extent the offered certificates will be legal investments for them. See S-62 "Legal Investment" in this prospectus supplement and in the accompanying prospectus. INVESTMENT CONSIDERATIONS.... The yield to maturity of any offered certificate will depend upon, among other things: o the price paid for the offered certificate; and o the rate, timing and amount of payments on the offered certificate. The rate and timing of payments and other collections of principal on or with respect to the underlying mortgage loans could affect the yield to maturity on an offered certificate. In the case of offered certificates purchased at a discount, a slower than anticipated rate of payments and other collections of principal on the underlying mortgage loans could result in a lower than anticipated yield. In the case of offered certificates purchased at a premium, a faster than anticipated rate of payments and other collections of principal on the underlying mortgage loans could result in a lower than anticipated yield. In addition, if you are contemplating the purchase of class XP certificates, you should be aware that-- o the yield to maturity on the class XP certificates will be highly sensitive to the rate and timing of any principal prepayments and/or other early liquidations of the underlying mortgage loans; o a faster than anticipated rate of payments and other collections of principal on the underlying mortgage loans could result in a lower anticipated yield with respect to the class XP certificates; and o an extremely rapid rate of prepayments and/or other liquidations of the underlying mortgage loans could result in a complete or partial loss of your initial investment with respect to the class XP certificates. Holders of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates will be affected by the rate and timing of payments and other collections of principal on the underlying mortgage loans in loan group no. 1 and, in the absence of significant losses on the mortgage pool, should be largely unaffected by the rate and timing of payments and other collections of principal on the underlying mortgage loans in loan group no. 2. Conversely, holders of the class A-1A certificates will be affected by the rate and timing of payments and other collections of principal on the underlying mortgage loans in loan group no. 2 and, only after the retirement of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates or in connection with significant losses on the S-63 mortgage pool, will be affected by the rate and timing of payments and other collections of principal on the underlying mortgage loans in loan group no. 1. The yield on the class A-2FL and A-MFL certificates will be highly sensitive to changes in the level of LIBOR. The yield on the class A-2FL and A-MFL certificates, as well as on the other offered certificates with variable or capped pass-through rates, could also be adversely affected if the underlying mortgage loans with relatively higher net mortgage rates pay principal faster than the underlying mortgage loans with relatively lower net mortgage rates. In addition, the pass-through rate for, and yield on, the class XP certificates will vary with changes in the relative sizes of the respective components that make up the related total notional amount of that class, with each of those components consisting of the total principal balance, or a designated portion of the total principal balance, of a class of series CD 2005-C1 principal balance certificates. See "Yield and Maturity Considerations" in this prospectus supplement and in the accompanying prospectus. S-64 RISK FACTORS The offered certificates are not suitable investments for all investors. In particular, you should not purchase any class of offered certificates unless you understand and are able to bear the risks associated with that class. The offered certificates are complex securities and it is important that you possess, either alone or together with an investment advisor, the expertise necessary to evaluate the information contained in this prospectus supplement and the accompanying prospectus in the context of your financial situation. You should consider the following factors, as well as those set forth under "Risk Factors" in the accompanying prospectus, in deciding whether to purchase any offered certificates. The "Risk Factors" section in the accompanying prospectus includes a number of general risks associated with making an investment in the offered certificates. RISKS RELATED TO THE OFFERED CERTIFICATES The Class A-MFL, A-MFX, A-J, B, C, D and E Certificates Are Subordinate to, and Are Therefore Riskier than, the Class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A Certificates. If you purchase class A-MFL, A-MFX, A-J, B, C, D or E certificates, then your offered certificates (in the case of the class A-MFL certificates, by virtue of the interest evidenced thereby in the class A-MFL REMIC II regular interest) will provide credit support to other classes of series CD 2005-C1 certificates. As a result, you will receive payments after, and must bear the effects of losses on the underlying mortgage loans before, the holders of those other classes of series CD 2005-C1 certificates. When making an investment decision, you should consider, among other things: o the payment priorities of the respective classes of the series CD 2005-C1 certificates; o the order in which the principal balances of the respective classes of the series CD 2005-C1 certificates with balances will be reduced in connection with losses and default-related shortfalls; and o the characteristics and quality of the mortgage loans in the trust fund. See "Description of the Mortgage Pool" and "Description of the Offered Certificates--Payments" and "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. See also "Risk Factors--The Investment Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable", "--Any Credit Support for Your Offered Certificates May Be Insufficient to Protect You Against All Potential Losses" and "--Payments on the Offered Certificates Will Be Made Solely from the Limited Assets of the Related Trust, and Those Assets May Be Insufficient to Make All Required Payments on Those Certificates" in the accompanying prospectus. The Offered Certificates Have Uncertain Yields to Maturity. The yield on your offered certificates will depend on: o the price you paid for your offered certificates; and o the rate, timing and amount of payments on your offered certificates. S-65 The rate, timing and amount of payments on your offered certificates will, in turn, depend on: o the pass-through rate for, and the other payment terms of, your offered certificates; o the rate and timing of payments, including prepayments, and other collections of principal on the underlying mortgage loans; o the rate and timing of any purchases, including repurchases by mortgage loan sellers as a result of material breaches of representations and warranties and material document deficiencies, of mortgage loans out of the trust fund; o the rate and timing of defaults, and the severity of losses, if any, on the underlying mortgage loans; o the rate, timing and severity of any unanticipated or default-related trust expenses that reduce amounts available for payment on the offered certificates; o the rate, timing, severity and allocation of any other shortfalls that reduce amounts available for payment on your offered certificates; o the collection of prepayment premiums and yield maintenance charges with respect to the underlying mortgage loans and the extent to which those amounts are paid to you; and o servicing decisions with respect to the underlying mortgage loans. In general, the factors described in the preceding paragraph cannot be predicted with any certainty. Accordingly, you may find it difficult to analyze the effect that these factors might have on the yield to maturity of your offered certificates. Further, in the absence of significant losses on the mortgage pool, holders of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates should be concerned with the factors described in the second through eighth bullets of the preceding paragraph primarily insofar as they relate to the underlying mortgage loans in loan group no. 1. Until the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates are retired, holders of the class A-1A certificates should, in the absence of significant losses on the mortgage pool, be concerned with the factors described in the second through eighth bullets of the preceding paragraph primarily insofar as they relate to the underlying mortgage loans in loan group no. 2. The yield to investors in the class A-2FL and A-MFL certificates will be highly sensitive to changes in the level of LIBOR. Investors in the class A-2FL and A-MFL certificates should consider the risk that lower than anticipated levels of LIBOR could result in actual yields that are lower than anticipated yields on those certificates. In addition, because interest payments on the class A-2FL or A-MFL certificates may be reduced or the pass-through rate on the class A-2FL or A-MFL certificates may convert to the pass-through rate on the corresponding REMIC II regular interest, in connection with certain events discussed in this prospectus supplement, the yield to investors in those certificates under such circumstances may not be as high as that offered by other LIBOR-based investments that are not subject to such interest rate restrictions. In general, the earlier a change in the level of LIBOR, the greater the effect on the yield to maturity to an investor in the class A-2FL and A-MFL certificates. As a result, the effect on such investor's yield to maturity of a level of LIBOR that is lower than the rate anticipated by such investor during the period immediately following the issuance of the class A-2FL and A-MFL certificates may not be offset by a subsequent like increase in the level of LIBOR. In the case of either such class of series CD 2005-C1 certificates, the failure by the swap counterparty in its obligation to make payments under the related swap agreement, the conversion to a pass- S-66 through rate that is below the rate that would otherwise be payable under the related swap agreement at the applicable floating rate and/or the reduction of interest payments resulting from payment of interest to the corresponding REMIC II regular interest based on a pass-through rate below % per annum, in the case of the class A-2FL certificates, and %, in the case of the class A-MFL certificates, would have such a negative impact. There can be no assurance that a default by the swap counterparty and/or the conversion of the pass-through rate from a rate based on LIBOR to the pass-through rate on the corresponding REMIC II regular interest would not adversely affect the amount and timing of distributions to the holders of the class A-2FL certificates or the class A-MFL certificates, as applicable. See "Yield and Maturity Considerations" in this prospectus supplement. See "Description of the Mortgage Pool", "Servicing of the Underlying Mortgage Loans", "Description of the Offered Certificates--Payments" and "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" and "Yield and Maturity Considerations" in this prospectus supplement. See also "Risk Factors--The Investment Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable" and "Yield and Maturity Considerations" in the accompanying prospectus. The Investment Performance of Your Offered Certificates May Vary Materially and Adversely from Your Expectations Because the Rate of Prepayments and Other Unscheduled Collections of Principal on the Underlying Mortgage Loans Is Faster or Slower than You Anticipated. If you purchase your offered certificates at a premium, and if payments and other collections of principal on the mortgage loans in the trust fund occur at a rate faster than you anticipated at the time of your purchase, then your actual yield to maturity may be lower than you had assumed at the time of your purchase. Conversely, if you purchase your offered certificates at a discount, and if payments and other collections of principal on the mortgage loans in the trust fund occur at a rate slower than you anticipated at the time of your purchase, then your actual yield to maturity may be lower than you had assumed at the time of your purchase. Holders of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates will be affected by the rate of payments and other collections of principal on the underlying mortgage loans in loan group no. 1 and, in the absence of significant losses on the mortgage pool, should be largely unaffected by the rate of payments and other collections of principal on the underlying mortgage loans in loan group no. 2. Conversely, holders of the class A-1A certificates will be affected by the rate and timing of payments and other collections of principal on the underlying mortgage loans in loan group no. 2 and, only after the retirement of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates or in connection with significant losses on the mortgage pool, will be affected by the rate and timing of payments and other collections of principal on the underlying mortgage loans in loan group no. 1. If you purchase a class XP certificate, your yield to maturity will be particularly sensitive to the rate and timing of principal payments on the underlying mortgage loans. Depending on the timing thereof, a payment of principal in reduction of the total principal balance of the 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, J, K and L certificates may result in a reduction in the total notional amount of the class XP certificates. Accordingly, if principal payments on the underlying mortgage loans occur at a rate faster than that assumed at the time of purchase, then your actual yield to maturity with respect to the class XP certificates may be lower than that assumed at the time of purchase. Your yield to maturity could also be adversely affected by-- o the repurchase of any underlying mortgage loan in connection with a material breach of representation and warranty or a material document omission, all as described under "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement, S-66 o the sale of defaulted underlying mortgage loans out of the trust in accordance with a fair value or other purchase option, and o the termination of the trust, as described under "Description of the Offered Certificates--Termination" in this prospectus supplement. Prior to investing in the class XP certificates, you should fully consider the associated risks, including the risk that an extremely rapid rate of amortization, prepayment or other early liquidation of the underlying mortgage loans could result in your failure to fully recover your initial investment. The ratings on the class XP certificates do not address whether a purchaser of those certificates would be able to recover its initial investment in them. You should consider that prepayment premiums and yield maintenance charges may not be collected in all circumstances. Furthermore, even if a prepayment premium or yield maintenance charge is collected and payable on your offered certificates, it may not be sufficient to offset fully any loss in yield on your offered certificates resulting from the corresponding prepayment. The yield on the class A-2FL and A-MFL certificates and the other offered certificates with variable or capped pass-through rates could also be adversely affected if the underlying mortgage loans with relatively higher net mortgage rates pay principal faster than the underlying mortgage loans with relatively lower net mortgage rates. In addition, the pass-through rate for, and yield on, the class XP certificates will vary with changes in the relative sizes of the respective components that make up the related total notional amount of that class, with each of those components consisting of the total principal balance, or a designated portion of the total principal balance, of a class of series CD 2005-C1 principal balance certificates. The Right of the Master Servicer, the Special Servicer, the Trustee and the Fiscal Agent to Receive Interest on Advances, and the Right of the Special Servicer to Receive Special Servicing Compensation, May Result in Additional Losses to the Trust Fund. The master servicer, the special servicer, the trustee and the fiscal agent will each generally be entitled to receive interest on unreimbursed advances made by it. This interest will generally accrue from the date on which the related advance is made through the date of reimbursement. In addition, the special servicer will be entitled to receive special servicing fees, liquidation fees and workout fees as compensation for performing its obligations. The right to receive payments of interest and fees is senior to the rights of holders to receive distributions on the offered certificates and, consequently, may result in losses being allocated to the offered certificates that would not have resulted absent the accrual of this interest. Potential Conflicts of Interest May Affect the Servicing of Underlying Mortgage Loans in Accordance with the Series CD 2005-C1 Pooling and Servicing Agreement. The master servicer, the special servicer or any of their respective affiliates may: o acquire series CD 2005-C1 certificates; and o engage in other financial transactions, including as a lender, with the underlying borrowers and their respective affiliates. A special servicer or any affiliate of a special servicer is not precluded by the terms of the documents governing this transaction from buying certain non-offered classes of series CD 2005-C1 certificates, including the controlling class. In addition, the master servicer, the special servicer or any of their respective affiliates may have interests when dealing with the underlying mortgage loans that are in conflict with those of holders of the offered certificates. These relationships may create conflicts of interest. If the special servicer, an affiliate thereof or any other related entity holds any of the series CD 2005-C1 non-offered certificates, it might seek to reduce the potential for losses on those non-offered certificates by deferring acceleration or other action with respect to a S-68 defaulted or specially serviced mortgage loan in the hope of maximizing future proceeds. That failure to take immediate action, however, might pose a greater risk to the trust and ultimately result in less proceeds to the trust than would be realized if earlier action had been taken. As described in "Summary of Prospectus Supplement--Relevant Parties" in this prospectus supplement, the master servicer is an affiliate of one of the underwriters and a wholly owned subsidiary of one of the mortgage loan sellers. The holders (or, in the case of a class of book-entry certificates, the beneficial owners) of series CD 2005-C1 certificates representing a majority interest in the controlling class of series CD 2005-C1 certificates will be entitled to designate a series CD 2005-C1 controlling class representative to exercise the rights and powers in respect of the mortgage pool described under "Servicing of the Underlying Mortgage Loans--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" in this prospectus supplement. You should expect that the series CD 2005-C1 controlling class representative will exercise those rights and powers on behalf of the series CD 2005-C1 controlling class certificateholders, and it will not be liable to any class of series CD 2005-C1 certificateholders for doing so. In addition, subject to the conditions described under "Servicing of the Underlying Mortgage Loans--Replacement of the Special Servicer" in this prospectus supplement, the holders of series CD 2005-C1 certificates representing a majority interest in the controlling class of series CD 2005-C1 certificates may remove any special servicer, with or without cause, and appoint a successor special servicer chosen by them without the consent of the holders of any other series CD 2005-C1 certificates, the trustee or the master servicer. In the absence of significant losses on the underlying mortgage loans, the series CD 2005-C1 controlling class will be a non-offered class of series CD 2005-C1 certificates. The series CD 2005-C1 controlling class certificateholders are therefore likely to have interests that conflict with those of the holders of the offered certificates. Notwithstanding the foregoing, with respect to the Loews Universal Hotel Portfolio underlying mortgage loan, see the risk factors described under "--Risks Related to the Underlying Mortgage Loans--Conflicts Between Certificateholders and Holders of the Non-Trust Loans" and "--Risks Related to the Underlying Mortgage Loans--You Will Have Less Control Over the Servicing of the Outside Serviced Mortgage Loan" below. The holders (or, in the case of a class of book-entry certificates, beneficial owners) of class OCS certificates entitled to a majority of the series CD 2005-C1 voting rights allocated to the class OCS certificates will be entitled to designate a class OCS representative having the rights and powers, and will themselves have certain rights and powers, in respect of the One Court Square-Citibank underlying mortgage loan, subject to the conditions described under "Servicing of the Underlying Mortgage Loans--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" in this prospectus supplement. You should expect that the class OCS representative will exercise its rights and powers on behalf of the class OCS certificateholders, and it will not be liable to any class of series CD 2005-C1 certificateholders for doing so. The class OCS certificates, which are not offered by this prospectus supplement, represent interests solely in the non-pooled portion of the One Court Square-Citibank underlying mortgage loan. Accordingly, the holders of the class OCS certificates are likely to have interests that conflict with those of the holders of the offered certificates. You May Be Bound by the Actions of Other Series CD 2005-C1 Certificateholders. In some circumstances, the consent or approval of the holders of a specified percentage of the series CD 2005-C1 certificates will be required to direct, consent to or approve certain actions, including amending the series CD 2005-C1 pooling and servicing agreement. In these cases, this consent or approval will be sufficient to bind all holders of series CD 2005-C1 certificates. RISKS RELATED TO THE SWAP AGREEMENTS Distributions on the Class A-2FL and Class A-MFL Certificates will Depend, in Part, on Payments Received from the Swap Counterparty. The trust will have the benefit of a swap agreement relating to the class S-69 A-2FL certificates and a swap agreement relating to the class A-MFL certificates, in both cases with Citibank N.A. Because the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest each accrues interest at a fixed rate of interest subject to a maximum pass-through rate equal to a weighted average coupon derived from net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan), the ability of the holders of the class A-2FL certificates and holders of the class A-MFL certificates to obtain the payment of interest at the designated LIBOR-based pass-through rate (which payment of interest may be reduced in certain circumstances as described in this prospectus supplement) will, in the case of each of those classes, depend on payment by the swap counterparty pursuant to the related swap agreement. See "Description of the Swap Agreements" in this prospectus supplement. A Decline in the Ratings of the Swap Counterparty, Among Other Things, May Result in the Termination of the Swap Agreements and as a Result, the Respective Pass-Through Rates on the Class A-2FL and Class A-MFL Certificates May Each Convert to the Pass-Through Rate on the Corresponding REMIC II Regular Interest. If the swap counterparty's long-term or short-term ratings fall below the ratings specified under "Description of the Swap Agreements--The Swap Agreements" in this prospectus supplement, then: (a) in the case of the collateralization event, the swap counterparty will be required to post collateral to the extent necessary to fund any termination fee payable by the swap counterparty in the event of a termination of the swap agreements, to find a suitable replacement swap counterparty or to find a suitable guarantor of its obligations under the swap agreements; and (b) in the case of a rating agency trigger event, the swap counterparty will be required to find a suitable replacement swap counterparty or find a suitable guarantor of its obligations under the swap agreements. If the swap counterparty fails to post acceptable collateral, find a suitable replacement swap counterparty or find a suitable guarantor of its obligations under either swap agreement after a collateralization event, or if the swap counterparty fails to find a suitable replacement swap counterparty or find a suitable guarantor of its obligations under either swap agreement after a rating agency trigger event, or if another event of default or a termination event occurs under either swap agreement, then the trustee will be required to take such actions (following the expiration of any applicable grace period), unless otherwise directed in writing by the holders of 25% (by balance) of the class A-2FL certificates or the class A-MFL certificates, as applicable, to enforce the rights of the trustee under that swap agreement as may be permitted by the terms of that swap agreement, including the termination of that swap agreement, and use any termination fees received from the swap counterparty to enter into a replacement swap agreement on substantially similar terms. Other events of default under each swap agreement will include the failure of either party to make any payment required thereunder, which failure is not remedied within one (1) business day following notice thereof. Each swap agreement will provide for other customary events of default and termination events. If a guarantor of the swap counterparty's obligations under a swap agreement is in place, then the ratings requirements of that swap agreement with respect to the swap counterparty will be satisfied provided that the ratings of that guarantor satisfy those rating requirements. If the costs attributable to entering into a replacement swap agreement would exceed the net proceeds of the liquidation of either swap agreement, then a replacement swap agreement will not be entered into and any such proceeds will instead be distributed to the holders of the class A-2FL certificates or the class A-MFL certificates, as applicable. There can be no assurance that the swap counterparty will maintain the required ratings or have sufficient assets or otherwise be able to fulfill its obligations under the swap agreements, and there can be no assurance that any termination fee payable by the swap counterparty under either swap agreement will be sufficient for the trustee to engage a replacement swap counterparty. Furthermore, a termination fee may not be payable by the swap counterparty in connection with certain termination events. In addition, and notwithstanding the foregoing, the trustee will not be obligated to take any enforcement action with respect to either swap agreement unless it has received from the related class of series CD 2005-C1 certificateholders (i.e., the A-2FL class or the A-MFL class) an indemnity satisfactory to it with respect to the S-70 costs, expenses and liabilities associated with enforcing the rights of the trust under the swap agreement. No such costs, expenses and/or liabilities will be payable out of the trust fund. During the occurrence of a continuing payment default on the part of the swap counterparty under either swap agreement, or if either swap agreement is terminated and no replacement swap counterparty is found, the pass-through rate for the related class of series CD 2005-C1 certificates (i.e., the A-2FL class or the A-MFL class) will convert to the pass-through rate on the corresponding REMIC II regular interest, which is a fixed rate of interest subject to a maximum pass-through rate equal to a weighted average coupon derived from the net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan). Any such conversion to the pass-through rate on the corresponding REMIC II regular interest might result in a temporary delay of payment of the distributions to the holders of the class A-2FL certificates or the class A-MFL certificates, as applicable, if notice of the resulting change in payment terms of the class A-2FL certificates or the class A-MFL certificates, as applicable, is not given to DTC within the time frame in advance of the payment date that DTC requires to modify the payment. If the Pass-Through Rate of the Corresponding REMIC II Regular Interest is Limited by a Weighted Average of the Net Interest Rates on the Underlying Mortgage Loans, or if Interest Distributions with Respect to the Corresponding REMIC II Regular Interest are Insufficient to Make the Required Payment to the Swap Counterparty, Interest Distributions on the Class A-2FL Certificates or the Class A-MFL Certificates, as Applicable, Will Be Reduced. Interest distributions with respect to each of the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest will be subject to a maximum pass-through rate equal to a weighted average coupon derived from net interest rates on the underlying mortgage loans (without regard to the non-pooled portion of the One Court Square-Citibank underlying mortgage loan). If, in the case of the class A-2FL REMIC II regular interest, this weighted average coupon drops below % per annum, then interest distributions on the class A-2FL certificates will be reduced dollar-for-dollar with the reduction in the amount of interest allocated to the class A-2FL REMIC II regular interest as a result of that weighted average coupon dropping below % per annum. If, in the case of the class A-MFL REMIC II regular interest, this weighted average coupon drops below % per annum, then interest distributions on the class A-MFL certificates will be reduced dollar-for-dollar with the reduction in the amount of interest allocated to the class A-MFL REMIC II regular interest as a result of that weighted average coupon dropping below % per annum. In addition, if for any other reason the funds allocated to payment of interest distributions on the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest are insufficient to make all required interest payments on that REMIC II regular interest (for example, as a result of prepayment interest shortfalls), then interest distributions on the class A-2FL certificates or the class A-MFL certificates, as applicable, will also be reduced dollar-for-dollar. See "Description of the Swap Agreements" in this prospectus supplement. The Swap Agreements May Be Assigned. The swap counterparty may assign its rights and obligations under each swap agreement provided that, among other conditions, the ratings of the replacement swap counterparty would not cause a collateralization event under that swap agreement. RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS The Absence of or Inadequacy of Insurance Coverage on the Mortgaged Real Properties May Adversely Affect Payments on Your Certificates. After the terrorist attacks of September 11, 2001, the cost of insurance coverage for acts of terrorism increased and the availability of such insurance decreased. In response to this situation, Congress enacted the Terrorism Risk Insurance Act of 2002 (TRIA), which established a three-year federal back-stop program under which the federal government and the insurance industry share in the risk of loss associated with certain future terrorist attacks. Pursuant to the provisions of the act, (a) qualifying insurers must offer terrorism insurance coverage in all property and casualty insurance policies on terms not materially different than terms applicable to other losses, (b) the federal government will reimburse insurers 90% of amounts paid on claims, in excess of a specified deductible, provided that aggregate property and casualty insurance losses resulting from an act of terrorism exceed $5,000,000, (c) the federal government's aggregate insured losses are S-71 limited to $100 billion per program year, (d) reimbursement to insurers will require a claim based on a loss from a terrorist act (as specifically defined), (e) to qualify for reimbursement, an insurer must have previously disclosed to the policyholder the premium charged for terrorism coverage and its share of anticipated recovery for insured losses under the federal program, and (f) the federal program by its terms terminates (unless extended by Congressional action) December 31, 2005. In a recently issued (June 30, 2005) report on terrorism insurance, the U.S. Treasury Department concluded that the short term effect of non-renewal or non-extension of TRIA would be a decrease in the availability of terrorism coverage, higher costs for policies that could be purchased, and consequently less coverage being taken up in the market. It further concluded, however, that over time the private sector would develop additional capacity by tapping into the capital markets and employing risk transfer mechanisms. Prior to the terrorist attacks in London in July, the Bush administration had stated that it would only support extending TRIA if changes were made to the law to increase the magnitude of the events that would trigger coverage under TRIA, increase deductibles and co-payments, and eliminate some lines of insurance altogether. The London terrorist attacks have reinvigorated the debate over extension of TRIA, with many insurers and reinsurers asserting a need to extend TRIA's back stop provisions. In addition, proposals for replacing TRIA, including a proposal to create a pool into which participating insurers would deposit a part of their written premiums, are being considered. Whether or not Congress will act prior to December 2005, and the nature and extent of any actions it may take with respect to TRIA, remain to be seen; there can be no assurance that TRIA will be extended, nor that alternative terrorism legislation will be enacted. TRIA only applies to losses resulting from attacks that have been committed by individuals on behalf of a foreign person or foreign interest, and does not cover acts of purely domestic terrorism. Further, any such attack must be certified as an "act of terrorism" by the federal government, which decision is not subject to judicial review. As a result, insurers may continue to try to exclude from coverage under their policies losses resulting from terrorist acts not covered by the act. Moreover, the act's deductible and copayment provisions still leave insurers with high potential exposure for terrorism-related claims. Because nothing in the act prevents an insurer from raising premium rates on policyholders to cover potential losses, or from obtaining reinsurance coverage to offset its increased liability, the cost of premiums for such terrorism insurance coverage is still expected to be high. With respect to each of the mortgaged real properties securing a mortgage loan that we intend to include in the trust fund, the related borrower is required under the related mortgage loan documents to maintain comprehensive all-risk casualty insurance (which may be provided under a blanket insurance policy). Generally, but not in all cases, the mortgage loans specifically require terrorism insurance, but in the case of some mortgage loans, such insurance may be required only to the extent it can be obtained for premiums less than or equal to a "cap" amount specified in the related loan documents, only if it can be purchased at commercially reasonable rates and/or only with a deductible at a certain threshold. With respect to those mortgage loans that do not specifically require coverage for acts of terrorism, the related mortgage loan documents may permit the lender to require such insurance as is reasonable. However, the related borrower may challenge whether maintaining insurance against acts of terrorism is reasonable in light of all the circumstances, including the cost. In the case of some of the mortgaged real properties securing mortgage loans that we intend to include in the trust fund, the insurance covering any of such mortgaged real properties for acts of terrorism may be provided through a blanket policy that also covers properties unrelated to the trust fund. Acts of terrorism at those other properties could exhaust coverage under the blanket policy. No representation is made as to the adequacy of any such insurance coverage provided under a blanket policy, in light of the fact that multiple properties are covered by that policy. In the case of certain mortgage loans that we intend to include in the trust fund, the requirement that terrorism insurance be obtained was waived. In the case of certain other mortgage loans that we intend to include in the trust, the borrower was not required to maintain terrorism insurance for the related mortgaged real property. S-72 If a borrower is required to maintain insurance for terrorist or similar acts that was not previously maintained, the borrower may incur higher costs for insurance premiums in obtaining such coverage which would have an adverse effect on the net cash flow of the related mortgaged real property. Further, if the federal insurance back-stop program under TRIA, which is discussed above, is not extended or renewed, premiums for terrorism insurance coverage will likely increase and/or the terms of such insurance may be materially amended to enlarge stated exclusions or to otherwise effectively decrease the scope of coverage available. In addition, in the event that any mortgaged real property securing an underlying mortgage loan sustains damage as a result of an uninsured terrorist or similar act, such damaged mortgaged real property may not generate adequate cash flow to pay, and/or provide adequate collateral to satisfy, all amounts owing under such mortgage loan, which could result in a default on that mortgage loan and, potentially, losses on some classes of the series CD 2005-C1 certificates. Repayment of the Underlying Mortgage Loans Depends on the Operation of the Mortgaged Real Properties. The underlying mortgage loans are secured by mortgage liens on fee simple and/or leasehold interests primarily in the following types of real property: office; retail; multifamily; hospitality; industrial; self storage; mixed use; other; manufactured housing; and land. See the property type table under "Summary of Prospectus Supplement--The Underlying Mortgage Loans and the Mortgaged Real Properties--Additional Statistical Information--Property Types" in this prospectus supplement for statistical information regarding the various types of real properties that secure the underlying mortgage loans. The risks associated with lending on these types of real properties are inherently different from those associated with lending on the security of single-family residential properties. This is because, among other reasons, repayment of each of the underlying mortgage loans is dependent on: o the successful operation and value of the related mortgaged real property; and o the related borrower's ability to refinance the mortgage loan or sell the related mortgaged real property. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance" and "Description of the Trust S-73 Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates" in the accompanying prospectus. Risks Associated with Condominium Ownership. Six (6) mortgage loans (loan numbers 38, 47, 122, 169, 176 and 199), representing 0.6%, 0.5%, 0.2%, 0.2%, 0.1% and 0.1%, respectively, of the initial mortgage pool balance and 0.6%, 0.5%, 0.3%, 0.2%, 0.2% and 0.1%, respectively, of the initial loan group no. 1 balance, are each secured by the related borrower's interest in commercial condominium units. A condominium owner is generally responsible for the payment of common area maintenance charges. In the event those charges are not paid when due, the condominium association may have a lien for those unpaid charges against the owner of the subject condominium unit, and, in some cases, pursuant to the condominium declaration, the lien of the mortgage for a related underlying mortgage loan is subordinate to that lien for unpaid common area maintenance charges. In addition, pursuant to a condominium declaration, the holders of the remaining units may be responsible for common area maintenance charges that remain unpaid by any particular unit holder. In addition, a board of managers generally has discretion to make decisions affecting the condominium building and there is no assurance that the borrower under a mortgage loan secured by one or more interests in that condominium will have any control over decisions made by the related board of managers. Therefore, decisions made by that board of managers, including with respect to assessments to be paid by the unit owners, insurance to be maintained on the condominium building, restoration following a casualty and many other decisions affecting the maintenance of that building, may have an adverse impact on the underlying mortgage loans that are secured by mortgaged real properties consisting of such condominium interests. There can be no assurance that the related board of managers will always act in the best interests of the borrower under those mortgage loans. Further, due to the nature of condominiums, a default on the part of the borrower with respect to such mortgaged real properties will not allow the special servicer the same flexibility in realizing on the collateral as is generally available with respect to properties that are not condominiums. The rights of other unit owners, the documents governing the management of the condominium units and the state and local laws applicable to condominium units must be considered. A mortgaged real property may not be readily convertible (or convertible at all) due to use and other restrictions imposed by the condominium declaration and other related documents, especially in a situation where the mortgaged real property does not represent the entire condominium regime. In addition, in the event of a casualty with respect to the subject mortgaged real property, due to the possible existence of multiple loss payees on any insurance policy covering such mortgaged real property, there could be a delay in the restoration of the mortgaged real property and/or the allocation of related insurance proceeds, if any. Consequently, servicing and realizing upon the collateral described above could subject the series CD 2005-C1 certificateholders to a greater delay, expense and risk than with respect to a mortgage loan secured by a property that does not consist of a condominium. Further, the liquidation value of a mortgaged real property subject to limitations on convertibility of use, may be substantially less than would be the case if the property were readily adaptable to other uses. The Underlying Mortgage Loans Have a Variety of Characteristics That May Expose Investors to Greater Risk of Default and Loss. When making an investment decision, you should consider, among other things, the following characteristics of the underlying mortgage loans and/or the mortgaged real properties for those loans. Any or all of these characteristics can affect, perhaps materially and adversely, the investment performance of your offered certificates. Several of the items below include a cross-reference to where the associated risks are further discussed in this prospectus supplement or in the accompanying prospectus. In addition, several of those items include a cross reference to where further information about the particular characteristic may be found in this prospectus supplement. o The Mortgaged Real Property Will Be the Principal Asset Available to Satisfy the Amounts Owing Under an Underlying Mortgage Loan in the Event of Default. All of the mortgage loans S-74 that we intend to include in the trust fund are or should be considered nonrecourse loans. If the related borrower defaults on any of the underlying mortgage loans, only the mortgaged real property (and any reserves, letters of credit or other additional collateral for the mortgage loan), and none of the other assets of the borrower, is or should be expected to be available to satisfy the debt. Even if the related loan documents permit recourse to the borrower or a guarantor, the trust may not be able to ultimately collect the amount due under a defaulted mortgage loan or under a guaranty. None of the mortgage loans are insured or guaranteed by any governmental agency or instrumentality or by any private mortgage insurer. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--Most of the Mortgage Loans Underlying Your Offered Certificates Will Be Nonrecourse" in the accompanying prospectus. o In Some Cases, a Mortgaged Real Property Is Dependent on a Single Tenant or on One or a Few Significant Tenants. In the case of 31 mortgaged real properties, securing 14.8% of the initial mortgage pool balance and 16.5% of the initial loan group no. 1 balance, the related borrower has leased the particular property to a single tenant that occupies 100.0% of the leasable square footage at that property. In the case of 103 mortgaged real properties, securing 42.5% of the initial mortgage pool balance and 47.3% of the initial loan group no. 1 balance, including the 31 properties referred to in the prior sentence, the related borrower has leased the property to at least one tenant that occupies 25% or more of the leasable square footage at the particular mortgaged real property. Accordingly, the full and timely payment of each of the related mortgage loans is highly dependent on the continued operation of a major tenant, which, in some cases, is the sole tenant, at the mortgaged real property. In addition, certain of these tenants may have leases that expire or lease termination options prior to the related loan maturity date. See Annex A-1 for the lease expiration dates for significant tenants. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value of the Underlying Real Property, Which May Decline Over Time and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--The Successful Operation of a Multifamily or Commercial Property Depends on Tenants", "--Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value of the Underlying Real Property, Which May Decline Over Time and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--Dependence on a Single Tenant or a Small Number of Tenants Makes a Property Riskier Collateral" and "--Repayment of a Commercial or Multifamily Mortgage Loan Depends Upon the Performance and Value of the Underlying Real Property, Which May Decline Over Time and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance--Tenant Bankruptcy Adversely Affects Property Performance" in the accompanying prospectus. o Ten Percent or More of the Initial Mortgage Pool Balance Is Made Up of Mortgage Loans Secured by Mortgage Liens on Each of the Following Property Types: Office, Retail and Multifamily. Seventy-one (71) of the mortgaged real properties, securing 40.1% of the initial mortgage pool balance and 44.7% of the initial loan group no. 1 balance, are used entirely or primarily for office purposes. Some of those office properties are heavily dependent on one or a few major tenants that lease a substantial portion of the mortgaged real property or the entire mortgaged real property. A number of factors may adversely affect the value and successful operation of an office property. Some of these factors include: 1. the strength, stability, number and quality of the tenants; S-75 2. accessibility from surrounding highways/streets; 3. the physical condition and amenities of the subject building in relation to competing buildings, including the condition of the HVAC system, parking and the subject building's compatibility with current business wiring requirements; 4. whether the area in which the office property is located is a desirable business location, including local labor cost and quality, access to transportation, tax environment, including tax benefits, and quality of life issues, such as schools and cultural amenities; and 5. the financial condition of the owner of the subject property. See "Description of the Trust Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates--Office Properties" in the accompanying prospectus. Seventy-four (74) mortgaged real properties, securing 29.8% of the initial mortgage pool balance and 33.2% of the initial loan group no. 1 balance, are primarily used for retail purposes. A number of factors may adversely affect the value and successful operation of a retail property. Some of these factors include: 1. the strength, stability, number and quality of the tenants; 2. tenants' sales; 3. tenant mix and whether rent concessions are required; 4. whether the subject property is in a desirable location; 5. the physical condition and amenities of the subject building in relation to competing buildings; 6. competition from nontraditional sources such as catalog retailers, home shopping networks, electronic media shopping, telemarketing and outlet centers; 7. whether a retail property is anchored, shadow anchored or unanchored and, if anchored or shadow anchored, the strength, stability, quality and continuous occupancy of the anchor tenant or the shadow anchor, as the case may be, are particularly important factors; and 8. the financial condition of the owner of the subject property. We consider 55 of the foregoing retail properties, securing 24.4% of the initial mortgage pool balance and 27.2% of the initial loan group no. 1 balance, to be anchored retail properties, which signifies that there is at least one anchor tenant located at the property. An anchor tenant is a retail tenant or retail occupant whose space is or would be substantially larger in size than that of other tenants at a retail mall or shopping center and whose operation is or would be vital in attracting customers to a retail mall or shopping center. Seven (7) of those 55 anchored retail properties, securing 2.0% of the initial mortgage pool balance and 2.3% of the initial loan group no. 1 balance, are shadow anchored, which means that none of the anchor stores is on any portion of the subject property that is subject to the lien of the related mortgage instrument. Another nine (9) of those anchored retail properties, securing 1.4% of the initial mortgage pool balance and 1.6% of the initial loan group no. 1 balance, are occupied by a single tenant. The remaining 19 S-76 retail properties, securing 5.4% of the initial mortgage pool balance and 6.0% of the initial loan group no. 1 balance, are unanchored retail properties. In addition, six (6) of the mortgaged real properties, securing 1.0% of the initial mortgage pool balance and 1.1% of the initial loan group no. 1 balance, is used for mixed use purposes that include a significant retail component. In those cases where the property owner does not control the space occupied by the anchor tenant, the property owner may not be able to take actions with respect to the space that it otherwise typically would, such as granting concessions to retain an anchor tenant or removing an ineffective anchor tenant. The presence or absence of an anchor tenant in a retail property can be important, because anchor tenants play a key role in generating customer traffic and making the retail property desirable for other tenants. Some tenants, in particular anchor tenants (or shadow anchor tenants), may have the right to cease operations or may not be prohibited from ceasing operations at the property while continuing to pay rent during their lease terms. Also, if an anchor tenant or a shadow anchor tenant ceases operations at a retail property or if their sales do not reach a specified threshold, other tenants at the property may be entitled to terminate their leases prior to the scheduled termination date or to pay rent at a reduced rate for the remaining term of the leases. See "Description of the Trust Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates--Retail Properties" in the accompanying prospectus. Forty-five (45) of the mortgaged real properties, securing 14.2% of the initial mortgage pool balance (13 of which secure mortgage loans in loan group no. 1, representing 4.9% of the initial loan group no. 1 balance, and 32 of which secure mortgage loans in loan group no. 2, representing 96.3% of the initial loan group no. 2 balance), are primarily used for multifamily rental purposes. A number of factors may adversely affect the value and successful operation of a multifamily rental property. Some of these factors include: 1. the number of competing residential developments in the local market, including apartment buildings and site-built single family homes; 2. the physical condition and amenities of the subject apartment building in relation to competing buildings; 3. the subject property's reputation; 4. applicable state and local regulations designed to protect tenants in connection with evictions and rent increases; 5. local factory or other large employer closings; 6. the level of mortgage rates to the extent it encourages tenants to purchase single-family housing; 7. compliance and continuance of any government housing rental subsidiary programs from which the subject property receives benefits; 8. distance from employment centers and shopping areas; and 9. the financial condition of the owner of the subject property. S-77 In addition, multifamily rental properties are typically in markets that, in general, are characterized by low barriers to entry. Therefore, a particular multifamily rental property market with historically low vacancies could experience substantial new construction and a resultant oversupply of rental units within a relatively short period of time. Since apartments within a multifamily rental property are typically leased on a short-term basis, the tenants residing at a particular property may easily move to alternative multifamily rental properties with more desirable amenities or locations or to single family housing. Multifamily rental properties that are wholly or predominately occupied by students may be more susceptible to damage or wear and tear than other types of multifamily housing and may be dependent on the financial well-being of the college or university to which they relate. Such multifamily properties may be subject to competition from on-campus housing units, may not be readily convertible to other types of multifamily use, and will likely be subject to a higher turnover rate than other types of multifamily properties due to the relatively short-term nature of student leases. See "Description of the Trust Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates--Multifamily Rental Properties" in the accompanying prospectus. In addition, 19 of the mortgaged real properties, securing 6.6% of the initial mortgage pool balance and 7.3% of the initial loan group no. 1 balance, respectively, are hospitality properties. Mortgage loans that are secured by liens on such type of property are exposed to unique risks particular to that type of property. For a discussion of factors uniquely affecting hospitality properties, see "Description of the Trust Assets--Mortgage Loans--A Discussion of the Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates--Hospitality Properties" in the accompanying prospectus. The inclusion in the trust fund of a significant concentration of mortgage loans that are secured by mortgage liens on a particular type of income-producing property makes the overall performance of the mortgage pool materially more dependent on the factors that affect the operations at and value of that property type. See "Description of the Trust Assets--Mortgage Loans--A Discussion of Various Types of Multifamily and Commercial Properties that May Secure Mortgage Loans Underlying a Series of Offered Certificates" in the accompanying prospectus. S-78 o Five Percent or More of the Initial Mortgage Pool Balance Will Be STecured by Mortgage Liens on Real Property Located in Each of California, New York, Florida, Texas, Maryland, Pennsylvania and New Jersey. Mortgage loans representing 5% or more of the initial mortgage pool balance are secured by mortgaged real properties located in each of the following states or regions: NUMBER OF % OF INITIAL % OF INITIAL % OF INITIAL MORTGAGED MORTGAGE LOAN GROUP NO. 1 LOAN GROUP NO. STATE/REGION PROPERTIES POOL BALANCE BALANCE 2 BALANCE ----------------------------- ---------- ------------ --------------- -------------- California................... 38 16.6% 17.3% 10.7% Southern California(1)... 26 12.3 12.5 10.7 Northern California(2)... 12 4.3 4.8 -- New York..................... 20 13.6 15.1 -- Florida...................... 19 7.1 5.2 23.5 Texas........................ 26 6.7 6.5 7.9 Maryland..................... 9 5.9 5.7 8.1 Pennsylvania................. 20 5.4 4.1 17.1 New Jersey................... 11 5.4 6.0 -- --------- Total 143 60.6% 59.9% 67.3% ========= --------------------- (1) Southern California includes properties that are located in zip codes of 93401 and lower. (2) Northern California includes properties that are located in zip codes of 94107 and higher. The inclusion of a significant concentration of mortgage loans that are secured by mortgage liens on real properties located in a particular state, region or other jurisdiction makes the overall performance of the mortgage pool materially more dependent on economic and other conditions or events in that state or region. See "--Uninsured Loss; Sufficiency of Insurance" and "--Impact of Recent Hurricane Activity May Adversely Affect the Performance of Mortgage Loans" below in this "Risk Factors" section and see "Risk Factors--Geographic Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss" in the accompanying prospectus. o The Mortgage Pool Will Include Material Concentrations of Balloon Loans and Mortgage Loans with an Anticipated Repayment Date. Two hundred eight (208) mortgage loans, representing 85.5% of the initial mortgage pool balance, of which 174 mortgage loans are in loan group no. 1, representing 83.8% of the initial loan group no. 1 balance, and 34 mortgage loans are in loan group no. 2, representing 100.0% of the initial loan group no. 2 balance, are balloon loans. In addition, 17 mortgage loans, representing 14.5% of the initial mortgage pool balance, and 16.2% of the initial loan group no. 1 balance, provide incentives for the related borrowers to repay those loans by their respective anticipated repayment dates prior to maturity. Thirteen (13) of the balloon loans that we intend to include in the trust fund, representing 14.5% of the initial mortgage pool balance, of which nine (9) mortgage loans are in loan group no. 1, representing 13.8% of the initial loan group no. 1 balance, and four (4) mortgage loans are in loan group no. 2, representing 20.9% of the initial loan group no. 2 balance, provide for payments of interest only until maturity; and another 100 of the balloon loans that we intend to include in the trust fund, representing 41.6% of the initial mortgage pool balance, of which 84 mortgage loans are in loan group no. 1, representing 39.1% of the initial loan group no. 1 balance, and 16 mortgage loans are in loan group no. 2, representing 63.2% of the initial loan group no. 2 balance, provide for payments of interest only for periods ranging from the first 12 payments to the first 72 payments of those mortgage loans. Five (5) of the 17 mortgage loans with anticipated repayment dates that we intend to include in the trust fund, representing 1.9% of the initial mortgage pool balance and S-79 2.1% of the initial loan group no. 1 balance, respectively, provide for payments of interest only for the first 24 payments to the first 60 payments following origination. Two (2) of the 17 mortgage loans with anticipated repayment date that we intend to include in the trust fund, representing 10.2% of the initial mortgage pool balance and 11.3% of the initial loan group no. 1 balance, respectively, provide for payments of interest only until the related anticipated repayment date. Two hundred one (201) mortgage loans, representing 84.3% of the initial mortgage pool balance, have either a maturity date or an anticipated repayment date during the 12-month period from and including January 2015 to and including December 2015; one hundred seventy-one (171) mortgage loans, representing 84.8% of the initial loan group no. 1 balance, have either a maturity date or an anticipated repayment date during the 12-month period from and including January 2015 to and including December 2015; and 30 mortgage loans, representing 79.3% of the initial loan group no. 2 balance, have either a maturity date or an anticipated repayment date during the 12-month period from and including January 2015 to and including December 2015. The ability of a borrower to make the required balloon payment on a balloon loan or payment of the entire principal balance of an interest-only balloon loan, at maturity, and the ability of a borrower to repay a mortgage loan on or before any related anticipated repayment date, in each case depends upon, among other things, the borrower's ability either to refinance the loan or to sell the mortgaged real property. Although a mortgage loan may provide the related borrower with incentives to repay the loan by an anticipated repayment date prior to maturity, the failure of that borrower to do so will not be a default under that loan. See "Description of the Mortgage Pool--Terms and Conditions of the Underlying Mortgage Loans" in this prospectus supplement and "Risk Factors--The Investment Performance of Your Offered Certificates Will Depend Upon Payments, Defaults and Losses on the Underlying Mortgage Loans; and Those Payments, Defaults and Losses May Be Highly Unpredictable--There Is an Increased Risk of Default Associated with Balloon Payments" in the accompanying prospectus. o The Mortgage Pool Will Include Some Disproportionately Large Mortgage Loans. The inclusion in the mortgage pool of one or more loans that have outstanding principal balances that are each substantially larger than the other mortgage loans in that pool can result in losses that are more severe, relative to the size of the mortgage pool, than would be the case if the total balance of the mortgage pool were distributed more evenly. The fifteen largest mortgage loans and/or groups of cross-collateralized mortgage loans to be included in the trust fund represent 39.0% of the initial mortgage pool balance. The fifteen largest mortgage loans and/or groups of cross-collateralized mortgage loans to be included in loan group no. 1 represent 42.9% of the initial loan group no. 1 balance. The fifteen largest mortgage loans and/or groups of cross-collateralized mortgage loans to be included in loan group no. 2 represent 78.8% of the initial loan group no. 2 balance. See "Description of the Mortgage Pool--General" and "--Cross-Collateralized Mortgage Loans and Multiple Property Mortgage Loans" in this prospectus supplement and "Risk Factors--Loan Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss" in the accompanying prospectus. See also attached to this prospectus supplement Annex B--Description of Fifteen Largest Mortgage Loans and/or Groups of Cross-Collateralized Mortgage Loans. o The Mortgage Pool Will Include Mortgage Loans Secured In Whole or In Part By Leasehold Interests in the Related Mortgaged Real Properties. Six (6) mortgage loans representing 3.0% of the initial mortgage pool balance, and 3.4% of the initial loan group no. 1 balance, respectively, are each secured by a mortgage lien on the related borrower's leasehold interest in a material portion of the corresponding mortgaged real property, but not on the fee simple interest in that property. In addition, three (3) mortgage loans, representing 4.9% of the initial mortgage pool balance and 5.5% of the initial loan group no. 1 balance, respectively, are each secured by a mortgage lien on the related borrower's interest on a portion of the mortgaged real property and the fee simple interest in the other portion of that property. Because of possible termination of S-80 the related ground lease, lending secured by a leasehold interest in a real property is riskier than lending secured by an actual ownership interest in that property. See "Description of the Mortgage Pool--Additional Loan and Property Information--Ground Leases" in this prospectus supplement. In addition, the terms of certain ground leases may require that insurance proceeds or condemnation awards be applied to restore the property or be paid, in whole or in part, to the ground lessor rather than be applied against the outstanding principal balance of the related mortgage loan. Furthermore, if an underlying mortgage loan is secured by a mortgage on both the related borrower's leasehold interest in the related mortgaged real property and the underlying fee interest in such property (in which case we reflect in this prospectus supplement that the mortgage loan is secured by a mortgage on the related fee interest), the related borrower may be a special purpose entity, but the owner and pledgor of the related fee interest may not be a special purpose entity. See also "Risk Factors--Ground Leases Create Risks for Lenders that Are Not Present When Lending on an Actual Ownership Interest in a Real Property" and "Legal Aspects of Mortgage Loans--Foreclosure--Leasehold Considerations" in the accompanying prospectus. With respect to one (1) mortgage loan (loan number 180) that we intend to include in the trust fund, representing 0.1% of the initial mortgage pool balance and 0.2% of the initial loan group no. 1 balance, the underlying fee owners have the exclusive right, for a period of 30 days following an acceleration of the mortgage loan upon an event of default thereunder, to purchase the lender's right, title and interest under the related mortgage note and mortgage loan documents, upon payment to lender of an amount generally equal to all amounts secured by the related mortgage note and mortgage loan documents. o Several of the Mortgaged Real Properties Are Legal Nonconforming Uses or Legal Nonconforming Structures. Several of the mortgage loans that we intend to include in the trust fund are secured by a mortgage lien on a real property that is a legal nonconforming use or structure or that is subject to a de minimis zoning violation. This may impair the ability of the borrower to restore the improvements on a mortgaged real property to its current form or use following a major casualty. See "Description of the Mortgage Pool--Zoning and Building Code Compliance" in this prospectus supplement and "Risk Factors--Changes in Zoning Laws May Adversely Affect the Use or Value of a Real Property" in the accompanying prospectus. o Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt Secured by the Related Mortgaged Real Property. Four (4) mortgage loans that we intend to include in the trust, representing 6.8% of the initial mortgage pool balance and 7.5% of the initial loan group no. 1 balance, are each part of a loan combination that includes one or more additional mortgage loans (not included in the trust) that are secured by the same mortgage instrument(s) encumbering the same mortgaged real property or properties, as applicable, as is the subject underlying mortgage loan. We provide a more detailed discussion of these loan combinations under "Description of the Mortgage Pool--The Loan Combinations" in this prospectus supplement, and we have included a table under "Description of the Mortgage Pool--The Loan Combinations" that identifies each underlying mortgage loan that is part of a loan combination. See "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement and "Risk Factors--Subordinate Debt Increases the Likelihood That a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying prospectus. S-81 The existence of additional secured debt, whether of similar priority or subordinate, will increase the risk of loss on the corresponding underlying mortgage loan and will subject the trust to additional risks, including: o the risk that the necessary maintenance of the related mortgaged real property could be deferred to allow the borrower to pay the required debt service on the additional obligation and that the value of the mortgaged real property may fall as a result; o the risk that a default on the additional loan could result in a default on the underlying mortgage loan; and o the risk that it may be more difficult for the borrower to refinance the underlying mortgage loan or to sell the related mortgaged real property for purposes of making any balloon payment on the entire balance of both the underlying mortgage loan we intend to include in the trust and the additional obligation upon the maturity of the mortgage loan. Except as disclosed under this "--Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt Secured by the Related Mortgaged Real Property" subsection and "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement, we have not been able to confirm whether the respective borrowers under the mortgage loans that we intend to include in the trust fund have any other debt outstanding that is secured by the respective mortgaged real properties; however, no other outstanding secured additional debt was indicated on the title insurance policies that were obtained in connection with the origination of the mortgage loans. o In the Case of Some of the Mortgage Loans That We Intend to Include in the Trust Fund, One or More of the Principals of the Related Borrower Have Incurred or Are Permitted to Incur Mezzanine Debt. In the case of 27 mortgage loans that we intend to include in the trust fund, representing 30.2% of the initial mortgage pool balance, of which 25 mortgage loans are in loan group no. 1, representing 32.5% of the initial loan group no. 1 balance, and two (2) mortgage loans are in loan group no. 2, representing 9.8% of the initial loan group no. 2 balance, one or more of the principals of the related borrower have incurred or are permitted to incur mezzanine debt as described under "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement. Mezzanine debt is debt that is secured by the principal's ownership interest in the borrower. This type of financing effectively reduces the indirect equity interest of any principal in the corresponding mortgaged real property. The existence of mezzanine debt may reduce available cash flow on the borrower's mortgaged real property after the payment of debt service or result in cash flow pressures if the mezzanine debt matures or becomes payable prior to the maturity of the related mortgage loan, and may increase the likelihood that the owner(s) of a borrower will permit the value or income-producing potential of a mortgaged real property to decline and create a greater risk that a borrower will default on the mortgage loan secured by a mortgaged real property whose value or income is relatively weak. Generally, upon a default under a mezzanine loan, the holder of the mezzanine loan would be entitled to foreclose upon the equity interests in the related borrower pledged to secure payment of the mezzanine loan. Although such a transfer of equity may not trigger the due on sale clause under the related mortgage loan, it could cause the obligor under such mezzanine loan to file for bankruptcy, which could negatively affect the operation of the related mortgaged real property and the related borrower's ability to make payments on the related mortgage loan in a timely manner. S-82 The holder of a mezzanine loan often has the right to purchase the related mortgage loan from the trust if certain defaults on the related mortgage loan occur and, in some cases, may have the right to cure certain defaults occurring on the related mortgage loan. The purchase price required to be paid in connection with such a purchase is generally equal to the outstanding principal balance of the related mortgage loan, together with accrued and unpaid interest on, and certain unpaid servicing expenses relating to, the subject mortgage loan. Except as disclosed under this "--In the Case of Some of the Mortgage Loans That We Intend to Include in the Trust Fund, One or More of the Principals of the Related Borrower Have Incurred or Are Permitted to Incur Mezzanine Debt" subsection and "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement, we have not been able to confirm whether the principals of the respective borrowers under the mortgage loans that we intend to include in the trust fund have any other mezzanine financing outstanding. See "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement and "Risk Factors--Subordinate Debt Increases the Likelihood That a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying prospectus. o Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt That Is Not Secured by the Related Mortgaged Real Property or by Equity Interests in Those Borrowers. In the case of five (5) underlying mortgage loans (loan numbers 54, 144, 208, 216 and 222) that we intend to include in the trust, representing 0.8% of the initial mortgage pool balance, of which four (4) mortgage loans are in loan group no. 1, representing 0.9% of the initial loan group no. 1 balance, and one (1) mortgage loan is in loan group no. 2, representing 0.4% of the initial loan group no. 2 balance, the related borrowers have incurred or are permitted to incur additional unsecured debt as described under "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement. Substantially all the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related mortgaged real property. Additionally, in the case of those underlying mortgage loans that require or allow letters of credit to be posted by the related borrower as additional security for the mortgage loan, in lieu of reserves or otherwise, the related borrower may be obligated to pay fees and expenses associated with the letter of credit and/or to reimburse the letter of credit issuer or others in the event of a draw upon the letter of credit by the lender. Even unsecured debt and other unsecured obligations can result in a diversion of cash flow to pay those debts and obligations, thereby increasing the likelihood of deferred maintenance at the subject mortgaged real property, a default on the subject mortgage loan and/or a borrower bankruptcy. Except as disclosed under this "--Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt That Is Not Secured by the Related Mortgaged Real Property or by Equity Interests in Those Borrowers" subsection and "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement, we have not been able to confirm whether the respective borrowers under the mortgage loans that we intend to include in the trust fund have any other debt outstanding that is not secured by the related mortgaged real property. S-83 See "Description of the Mortgage Pool--Additional Loan and Property Information--Additional and Other Financing" in this prospectus supplement and "Risk Factors--Subordinate Debt Increases the Likelihood That a Borrower Will Default on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying prospectus. o Some of the Mortgaged Real Properties May Not Comply with the Americans with Disabilities Act of 1990. Some of the mortgaged real properties securing mortgage loans that we intend to include in the trust fund may not comply with the Americans with Disabilities Act of 1990. Compliance can be expensive. See "Risk Factors--Compliance with the Americans with Disabilities Act of 1990 May be Expensive" and "Legal Aspects of Mortgage Loans--Americans with Disabilities Act" in the accompanying prospectus. o Multiple Mortgaged Real Properties Are Owned by the Same Borrower or Affiliated Borrowers. Twenty-six (26) separate groups of mortgage loans that we intend to include in the trust fund, consisting of a total of 67 mortgage loans and representing a total of 28.6% of the initial mortgage pool balance, of which 53 mortgage loans are in loan group no. 1, representing 27.8% of the initial loan group no. 1 balance, and 14 mortgage loans are in loan group no. 2, representing 35.1% of the initial loan group no. 2 balance, have borrowers that, in the case of each of those groups, are the same or under common control. The largest of these groups is identified on Annex A-1 to this prospectus supplement as Related Mortgage Loan Group R1, which consists of three (3) mortgage loans, representing 7.6% of the initial mortgage pool balance and 8.4% of the initial loan group no. 1 balance, respectively. The next largest of these groups is identified on Annex A-1 to this prospectus supplement as Related Mortgage Loan Group R2, which consists of two (2) mortgage loans, representing 2.9% of the initial mortgage pool balance and 3.2% of the initial loan group no. 1 balance, respectively. See "Description of the Mortgage Pool--Mortgage Loans With Affiliated Borrowers" in this prospectus supplement. o Multiple Mortgaged Real Properties are Occupied, in Whole or in Part, by the Same Tenant or Affiliated Tenants. There are several tenants that lease space at more than one mortgaged real property securing mortgage loans that we intend to include in the trust fund. Furthermore, there may be tenants that are related to or affiliated with a borrower. See Annex A-1 to this prospectus supplement for a list of the three (3) largest major tenants at each of the mortgaged real properties used for retail, office or industrial purposes. The bankruptcy or insolvency of, or other financial problems with respect to, any borrower or tenant that is, directly or through affiliation, associated with two or more of the mortgaged real properties could have an adverse effect on all of those properties and on the ability of those properties to produce sufficient cash flow to make required payments on the related mortgage loans in the trust fund. See "Risk Factors--Repayment of a Commercial or Multifamily Mortgage Loan Depends upon the Performance and Value of the Underlying Real Property, which May Decline Over Time and the Related Borrower's Ability to Refinance the Property, of which there Is No Assurance--Tenant Bankruptcy Adversely Affects Property Performance", "--Borrower Concentration Within a Trust Exposes Investors to Greater Risk of Default and Loss" and "--Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on a Mortgage Loan Underlying Your Offered Certificates" in the accompanying prospectus. Tenancies in Common May Hinder Recovery. As indicated below, certain of the mortgage loans that we intend to include in the trust fund have borrowers that own the related mortgaged real properties as tenants-in-common. Under certain circumstances, a tenant-in-common can be forced to sell its property, including by a bankruptcy trustee, by one or more tenants-in-common seeking to partition the property and/or by a governmental lienholder in the event of unpaid taxes. Such a forced sale or action for partition of a mortgaged real property may occur during a market downturn and could result in an early repayment of the related mortgage loan, a S-84 significant delay in recovery against the tenant-in-common borrowers and/or a substantial decrease in the amount recoverable upon the related mortgage loan. Although some of the related borrowers have purported to waive any right of partition, we cannot assure you that any such waiver would be enforced by a court of competent jurisdiction. The commencement of a partition action by any tenant-in-common borrower is generally an event of default under the related mortgage loan documents. In addition, enforcement of remedies against tenant-in-common borrowers may be prolonged if the tenant-in-common borrowers become insolvent or bankrupt at different times because each time a tenant-in-common borrower files for bankruptcy, the bankruptcy court stay is reinstated. Additionally, mortgaged real properties owned by tenant-in-common borrowers may be characterized by inefficient property management, inability to raise capital and the need to deal with multiple borrowers in the event of a default on the loan. The mortgaged real properties securing 32 mortgage loans (loan numbers 11, 14, 24, 36, 37, 45, 50, 61, 62, 64, 65, 66, 70, 73, 84, 91, 95, 96, 99, 101, 103, 109, 118, 122, 126, 132, 169, 172, 173, 179, 180 and 181), which collectively represent 12.2% of the initial mortgage pool balance, and which mortgaged properties secure 28 mortgage loans in loan group no. 1, representing 12.2% of the initial loan group no. 1 balance, and four (4) mortgage loans in loan group no. 2, representing 12.8% of the initial loan group no. 2 balance, are each owned by individuals or entities as tenants-in-common. The tenants-in-common for these mortgage loans may not all be special purpose entities, and some of those tenants-in-common may be individuals. Changes in Mortgage Pool Composition Can Change the Nature of Your Investment. In general, if you purchase any offered certificates that have a relatively longer weighted average life, or if you purchase any of the class XP certificates, then you will be more exposed to risks associated with changes in concentrations of borrower, loan or property characteristics than are persons who own offered certificates with relatively shorter weighted average lives. See "Risk Factors--Changes in Pool Composition Will Change the Nature of Your Investment" in the accompanying prospectus. Lending on Income-Producing Real Properties Entails Environmental Risks. The trust could become liable for a material adverse environmental condition at one or more of the mortgaged real properties securing the mortgage loans in the trust fund. Any potential environmental liability could reduce or delay payments on the offered certificates. A third-party environmental consultant conducted a Phase I environmental study for all but three (3) of the mortgaged real properties securing the mortgage loans that we intend to include in the trust fund. The resulting environmental reports were prepared: o in the case of 256 mortgaged real properties, securing 99.2% of the initial mortgage pool balance (of which 224 mortgaged real properties secure mortgage loans in loan group no. 1, representing 99.2% of the initial loan group no. 1 balance, and 32 mortgaged real properties secure mortgage loans in loan group no. 2, representing 99.2% of the initial loan group no. 2 balance), during the 12-month period preceding the cut-off date, and o in the case of two (2) mortgaged real properties, securing 0.7% of the initial mortgage pool balance and 0.7% of the initial loan group no. 1 balance, respectively, during the 12- to 19-month period preceding the cut-off date. In the case of the three (3) mortgaged real properties referred to above, which secure mortgage loans (loan numbers 220, 222 and 223) representing 0.1% of the initial mortgage pool balance, of which one (1) mortgaged real property secures a mortgage loan in loan group no. 1, representing 0.1% of the initial loan group no. 1 balance, and two (2) mortgaged real properties secure mortgage loans in loan group no. 2, representing 0.8% of the initial loan group no. 2 balance, an environmental insurance policy has been obtained in lieu of conducting an environmental study. S-85 There can be no assurance that the above-referenced environmental testing identified all adverse environmental conditions and risks at the mortgaged real properties securing the underlying mortgage loans or that adverse environmental conditions and risks have not developed at any of those properties since that testing. See "Description of the Mortgage Pool--Additional Loan and Property Information--Environmental Reports" in this prospectus supplement for a discussion of specific environmental matters with respect to certain of the mortgage loans. See "Risk Factors--Environmental Liabilities Will Adversely Affect the Value and Operation of the Contaminated Property and May Deter a Lender from Foreclosing" and "Legal Aspects of Mortgage Loans--Environmental Considerations" in the accompanying prospectus. Lending on Income-Producing Properties Entails Risks Related to Property Condition. Professional engineers or architects inspected all of the mortgaged real properties for the underlying mortgage loans. Two hundred fifty-eight (258) of the mortgaged real properties, securing 99.1% of the initial mortgage pool balance, of which 224 mortgaged real properties secure mortgage loans in loan group no. 1, representing 99.0% of the initial loan group no. 1 balance, and 34 mortgaged real properties secure mortgage loans in loan group no. 2, representing 100.0% of the initial loan group no. 2 balance, were inspected during the 12-month period preceding the cut-off date, and three (3) of the mortgaged real properties, securing 0.9% of the initial mortgage pool balance, and 1.0% of the initial loan group no. 1 balance, were inspected during the 12- to 19-month period preceding the cut-off date. The scope of those inspections included an assessment of: o the general condition of the exterior walls, roofing, interior construction, mechanical and electrical systems; and o the general condition of the site, buildings and other improvements located at each mortgaged real property. There can be no assurance that the above-referenced inspections identified all risks related to property condition at the mortgaged real properties securing the underlying mortgage loans or that adverse property conditions, including deferred maintenance and waste, have not developed at any of the properties since that inspection. Uninsured Loss; Sufficiency of Insurance. The borrowers under the mortgage loans that we intend to include in the trust fund are, with limited exception, required to maintain the insurance coverage described under "Description of the Mortgage Pool--Hazard, Liability and Other Insurance" in this prospectus supplement. Some types of losses, however, may be either uninsurable or not economically insurable, such as losses due to riots or acts of war or terrorism or earthquakes. Furthermore, there is a possibility of casualty losses on a mortgaged real property for which insurance proceeds may not be adequate. Consequently, there can be no assurance that each casualty loss incurred with respect to a mortgaged real property securing one of the underlying mortgage loans will be fully covered by insurance. Forty-seven (47) mortgaged real properties, securing 19.5% of the initial mortgage pool balance, are located in seismic zones 3 and 4, which are areas that are considered to have a high earthquake risk. Forty (40) of those 47 mortgaged real properties secure mortgage loans in loan group no. 1, representing 19.4% of the initial loan group no. 1 balance, and seven (7) of those 47 mortgaged real properties secure mortgage loans in loan group no. 2, representing 20.5% of the initial loan group no. 2 balance. However, earthquake insurance is not necessarily required to be maintained by a borrower, even in the case of mortgaged real properties located in areas that are considered to have a high earthquake risk. Earthquake insurance is generally required only if the seismic report has concluded that probable maximum loss for the subject property is greater than 20% of the replacement cost of the improvements on the property and no retrofitting will be done to reduce that percentage below 20%. S-86 In addition, the southern and eastern coasts of the continental United States have historically been at greater risk, than other areas, of experiencing losses due to windstorms, such as tropical storms or hurricanes. For purposes of this prospectus supplement, we consider all areas within 20 miles of the coast from the southern tip of Texas to the northern border of North Carolina to have such a high windstorm risk. See "--Impact of Recent Hurricane Activity May Adversely Affect the Performance of Mortgage Loans" below. Thirty-five (35) mortgaged real properties, securing 11.9% of the initial mortgage pool balance, are located in high windstorm risk areas. Thirty-one (31) of those 35 mortgaged real properties secure mortgage loans in loan group no. 1, representing 10.1% of the initial loan group no. 1 balance, and four (4) of those 35 mortgaged real properties secure mortgage loans in loan group no. 2, representing 27.6% of the initial loan group no. 2 balance. Impact of Recent Hurricane Activity May Adversely Affect the Performance of Mortgage Loans. The damage caused by Hurricanes Katrina and Rita and related windstorms, floods and tornadoes in areas of Louisiana, Mississippi, Alabama and Texas in August and September 2005 may adversely affect certain of the mortgaged real properties. Thirty-seven (37) of the mortgaged real properties, which secure mortgage loans that represent 11.9% of the initial mortgage pool balance (of which 33 mortgaged properties secure mortgage loans that represent 10.1% of the initial loan group no. 1 balance and four (4) mortgaged properties secure mortgage loans that represent 27.6% of the initial loan group no. 2 balance) are secured by mortgaged real properties located in Texas, Louisiana, Mississippi and Alabama. Although it is too soon to assess the full impact of Hurricanes Katrina and Rita on the United States and local economies, in the short term the effects of the storms are expected to have a material adverse effect on the local economies and income-producing real estate in the affected areas. Areas affected by Hurricanes Katrina and Rita have suffered severe flooding, wind and water damage, loss of population as a result of evacuations, contamination, gas leaks and fire and environmental damage, including mold damage. The devastation caused by Hurricanes Katrina and Rita could lead to a general economic downturn, including increased oil prices, loss of jobs, regional disruptions in travel, transportation and tourism and a decline in real-estate related investments, in particular, in the areas most directly damaged by the storm. Specifically, there can be no assurance that displaced residents of the affected areas will return, that the economies in the affected areas will recover sufficiently to support income-producing real estate at pre-Hurricane levels or that the costs of clean-up will not have a material adverse effect on the national economy. Additionally, the standard all-risk insurance policies that borrowers under the mortgage loans are required to maintain typically do not cover flood or mold damage. Although certain mortgage loans may require borrowers to maintain additional flood insurance, there can be no assurance that such additional insurance will be sufficient to cover damage to a mortgaged property in a heavily flooded area, such as New Orleans, Louisiana. Because of the difficulty in obtaining information about the affected areas and mortgaged real properties it is not possible at this time to make a complete assessment of the severity of loss, the availability of insurance coverage to cover these losses and the extent and expected duration of the effects of Hurricane Katrina and Hurricane Rita on the mortgaged real properties, the Southeast states and the United States as a whole. Potential Conflicts of Interest Exist with Respect to Property Managers, the Borrowers and the Mortgage Loan Sellers. In the case of many of the mortgage loans that we intend to include in the trust fund, the related property managers and borrowers may experience conflicts of interest in the management and/or ownership of the related mortgaged real properties because: o the property managers also may manage additional properties, including properties that may compete with those mortgaged real properties; or o affiliates of the property managers and/or the borrowers, or the property managers and/or the borrowers themselves, also may own other properties, including properties that may compete with those mortgaged real properties. Further, certain mortgage loans may have been refinancings of debt previously held by a mortgage loan seller or an affiliate of one of the mortgage loan sellers and/or the mortgage loan sellers or their affiliates may S-87 have or have had equity investments in the borrowers or mortgaged real properties under certain of the mortgage loans. Each of the mortgage loan sellers or any of their respective affiliates may engage in other financial transactions with the underlying borrowers, principals of the underlying borrowers and/or their respective affiliates. In addition, the respective underwriters are affiliated with various other participants in the series CD 2005-C1 transaction. Citigroup Global Markets Inc. is affiliated with us and with Citigroup Global Markets Realty Corp., one of the mortgage loan sellers; Deutsche Bank Securities is affiliated with German American Capital Corporation, another of the mortgage loan sellers; and PNC Capital Markets, Inc., is affiliated with PNC Bank, National Association, another of the mortgage loan sellers, and with the master servicer. Conflicts Between Certificateholders and Holders of the Non-Trust Loans. Four (4) mortgage loans that we intend to include in the trust, which are described under "Description of the Mortgage Pool--The Loan Combinations" in this prospectus supplement, and which collectively represent 6.8% of the initial mortgage pool balance and 7.5% of the initial loan group no. 1 balance, are each part of a loan combination that includes one or more additional mortgage loans (not included in the trust) that are secured by the same mortgage instrument(s) encumbering the same mortgaged real properties, as applicable, as is the subject underlying mortgage loan. Pursuant to one or more co-lender or similar agreements, the holder of a particular non-trust mortgage loan in a subject loan combination, or a group of holders of non-trust mortgage loans in a subject loan combination (acting together) or the holder of the majority of the mortgage loans in the subject loan combination (acting together), may be granted various rights and powers that affect the applicable underlying mortgage loan, including (a) cure rights with respect to the applicable underlying mortgage loan, (b) a purchase option with respect to the underlying mortgage loan in that loan combination, (c) the right to advise, consent, direct and/or consult with the applicable servicer regarding various servicing matters, including certain modifications, affecting that loan combination, and/or (d) the right to replace the applicable special servicer. In connection with exercising any of the foregoing rights afforded to it, the holder of any of the non-trust loans in any of the above-described loan combinations (or, if applicable, any representative, designee or assignee thereof with respect to the particular right) will likely not be an interested party with respect to the series CD 2005-C1 securitization and, consequently, may have interests that conflict with your interests. If any such non-trust loan is included in a securitization, then the representative, designee or assignee exercising any of the rights of the holder of that non-trust mortgage loan may be a securityholder, an operating advisor, a controlling class representative or other comparable party or a servicer from that securitization. You should expect that a non-trust mortgage noteholder or anyone acting through a non-trust mortgage loan noteholder will exercise its rights and powers to protect its economic interests, and will not be liable to the series CD 2005-C1 certificateholders for so doing. See "Description of the Mortgage Pool--The Loan Combinations" in this prospectus supplement for a more detailed description of the related co-lender arrangements and the priority of payments among the mortgage loans comprising the loan combinations. Also, see "Servicing of the Underlying Mortgage Loans--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" in this prospectus supplement for a more detailed description of certain of the foregoing rights of the non-trust mortgage loan noteholders. You Will Have Less Control Over the Servicing of the Outside Serviced Mortgage Loan. The Loews Universal Hotel Portfolio underlying mortgage loan, which represents 1.4% of the initial mortgage pool balance and 1.6% of the initial loan group no. 1 balance, respectively, is secured by mortgaged properties that also secure loans that are not assets of the trust. The Loews Universal Hotel Portfolio underlying mortgage loan is serviced and administered by GMAC Commercial Mortgage Corporation, the master servicer under a separate pooling and servicing agreement entered into in connection with the issuance of the J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates, and, if applicable, will be specially serviced by J.E. Robert Company, Inc., as special servicer, pursuant to the related pooling and servicing agreement. The Series 2005-CIBC12 pooling and servicing agreement provides for servicing arrangements that are similar but not identical to those provided under the series CD 2005-C1 pooling and servicing agreement. As a result, you will have less control over the servicing of the Loews Universal Hotel S-88 Portfolio underlying mortgage loan than you would have if such mortgage loan was being serviced by the master servicer and the special servicer pursuant to the terms of the series CD 2005-C1 pooling and servicing agreement. See "Description of the Mortgage Pool--The Loan Combinations--The Loews Universal Hotel Portfolio Loan Combination--Comparison of Servicing Under the Series CD 2005-C1 Pooling and Servicing Agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement" in this prospectus supplement. In addition to the Loews Universal Hotel Portfolio underlying mortgage loan, the Loews Universal Hotel Portfolio mortgaged real properties also secure four pari passu non-trust loans and two subordinate non-trust loans. The Loews Universal Hotel Portfolio loan combination (which includes the Loews Universal Hotel Portfolio underlying mortgage loan, the Loews Universal Hotel Portfolio pari passu non-trust loans and the Loews Universal Hotel Portfolio subordinate loans) will be serviced under the pooling and servicing agreement related to the J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates. Prior to the occurrence of a control appraisal event described under "Description of the Mortgage Pool--The Loan Combinations--The Loews Universal Hotel Portfolio Loan Combination--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans" in this prospectus supplement, the party designated by the majority holder of the Loews Universal Hotel Portfolio subordinate loans (as determined pursuant to the related pooling and servicing agreement and intercreditor agreement) will have the right under certain circumstances to advise and direct the servicer or special servicer, as applicable, appointed under the pooling and servicing agreement related to the J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates with respect to various servicing matters affecting the Loews Universal Hotel Portfolio loan combination and to approve various decisions affecting the Loews Universal Hotel Portfolio loan combination. This holder also generally has the right to terminate the special servicer appointed under the pooling and servicing agreement related to the J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates and to appoint a successor special servicer but only with respect to the Loews Universal Hotel Portfolio loan combination. This holder may have interests in conflict with those of the holders of the certificates offered in this prospectus supplement. Following the occurrence of such control appraisal event, any decision with respect to the Loews Universal Hotel Portfolio loan combination that requires the approval of the majority certificateholder of the controlling class under the pooling and servicing agreement related to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates or otherwise requires approval under the related intercreditor agreement (including terminating the related special servicer and appointing a successor special servicer) will require the approval of (i) the holders of a majority by principal balance of the Loews Universal Hotel Portfolio underlying mortgage loan and the Loews Universal Hotel Portfolio pari passu non-trust loans, or (ii) if such holders (or their designees) cannot agree on a course of action within 45 days, the majority certificateholder of the controlling class appointed under the pooling and servicing agreement related to the J.P. Morgan Chase Commercial Mortgage Securities Corp., Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates. No series CD 2005-C1 certificateholder may take any action against any holder of a Loews Universal Hotel Portfolio non-trust loan (or its designee) for having acted solely in its respective interest. The holders of the Loews Universal Hotel Portfolio non-trust loans (or their respective designees) may have interests in conflict with, and their decisions may adversely affect, holders of the classes of certificates offered in this prospectus supplement. In addition, as of the cut-off date, the Loews Universal Hotel Portfolio underlying mortgage loan represents approximately 13.8% of the aggregate principal balance of the Loews Universal Hotel Portfolio pari passu senior loans (which includes the Loews Universal Hotel Portfolio underlying mortgage loan and the Loews Universal Hotel Portfolio pari passu non-trust loans) secured by the related mortgaged real properties. As a result, any determinations made by the series CD 2005-C1 controlling class representative will not necessarily be implemented and approvals to proposed actions of the servicer or the special servicer, as applicable, appointed S-89 under the pooling and servicing agreement related to the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass-Through Certificates may not be granted in all instances, thereby potentially adversely affecting some or all of the classes of certificates offered in this prospectus supplement. Limitations on Enforceability of Cross-Collateralization Reduce Its Benefits; Security Provided By Mortgages Securing Cross-Collateralized Mortgage Loans May Be Limited For Recording Tax Purposes. The mortgage pool will include 12 mortgage loans, representing 9.9% of the initial mortgage pool balance, and 11.1% of the initial loan group no. 1 balance, respectively, that are, in each case, individually or through cross-collateralization with other mortgage loans, secured by two or more mortgaged real properties. These mortgage loans are identified under "Description of the Mortgage Pool--Cross-Collateralized Mortgage Loans and Multiple Property Mortgage Loans" in this prospectus supplement. The purpose of cross-collateralizing mortgage loans with multiple mortgaged real properties is to reduce the risk of default or ultimate loss as a result of an inability of any particular property to generate sufficient net operating income to pay debt service. All of the cross-collateralized mortgage loans and multi-property mortgage loans permit -- o the release of one or more of the mortgaged real properties from the related mortgage lien, and/or o a full or partial termination of the applicable cross-collateralization, in each case, upon the satisfaction of the conditions described under "Description of the Mortgage Pool--Cross-Collateralized Mortgage Loans" and "--Mortgage Loans Which Permit Partial Release of the Related Mortgaged Real Property" in this prospectus supplement. If the borrower under any mortgage loan that is cross-collateralized with the mortgage loans of other borrowers, were to become a debtor in a bankruptcy case, the creditors of that borrower or the representative of that borrower's bankruptcy estate could challenge that borrower's pledging of the underlying mortgaged real property as a fraudulent conveyance. See "Risk Factors--Some Provisions in the Mortgage Loans Underlying Your Offered Certificates May Be Challenged as Being Unenforceable--Cross-Collateralization Arrangements" in the accompanying prospectus. In addition, when multiple real properties secure an individual mortgage loan or group of cross-collateralized mortgage loans, the amount of the mortgage encumbering any particular one of those properties may be less than the full amount of that individual mortgage loan or group of cross-collateralized mortgage loans, generally to minimize recording tax. This mortgage amount may equal an amount based on the appraised value or allocated loan amount for the mortgaged real property and will limit the extent to which proceeds from the property will be available to offset declines in value of the other properties securing the same mortgage loan or group of cross-collateralized mortgage loans. Some Borrowers Under the Underlying Mortgage Loans Will Not Be Special Purpose Entities. The business activities of the borrowers under three (3) underlying mortgage loans (loan numbers 38, 169 and 215), representing 0.8% of the initial mortgage pool balance and 0.9% of the initial loan group no. 1 balance, are not limited to owning their respective mortgaged real properties. In general, as a result of a borrower not being a special purpose entity or not being limited to owning the related mortgaged real property, the borrower may be engaged in activities unrelated to the subject mortgaged real property and may incur indebtedness or suffer liabilities with respect to those activities. In addition, certain borrowers, although currently special purpose entities, may not have met the criteria of a special purpose entity in the past or may have engaged in activities unrelated to the subject mortgaged real property in the past. This could negatively impact the borrower's financial conditions and thus its ability to pay amounts due and owing under the subject underlying mortgage loan. Furthermore, borrowers that are not special purpose entities and thus are not S-90 structured to limit the possibility of becoming insolvent or bankrupt, may be more likely to become insolvent or the subject of a voluntary or involuntary bankruptcy proceeding because the borrowers may be (a) operating entities with business distinct from the operation of the property with the associated liabilities and risks of operating an ongoing business, or (b) individuals that have personal liabilities unrelated to the property. The bankruptcy of a borrower, or a general partner or managing member of a borrower, may impair the ability of the lender to enforce its rights and remedies under the related mortgage. In addition, if an underlying mortgage loan is secured by a mortgage on both the related borrower's leasehold interest in the related mortgaged real property and the underlying fee interest in such property (in which case we reflect that the mortgage loan is secured by a mortgage on the related fee interest), the related borrower may be a special purpose entity, but the owner and pledgor of the related fee interest may not be a special purpose entity. Furthermore, any borrower, even a special purpose entity structured to be bankruptcy-remote, as an owner of real estate may be subject to certain potential liabilities and risks. We cannot assure you that any borrower will not file for bankruptcy protection or that creditors of a borrower or a corporate or individual general partner or managing member of a borrower will not initiate a bankruptcy or similar proceeding against such borrower or such corporate or individual general partner or managing member. With respect to those borrowers that are structured as special purposes entities, although the terms of the borrower's organizational documents and/or related loan documents require that the related borrower covenants to be a special purpose entity, in some cases those borrowers are not required to observe all covenants and conditions which typically are required in order for such an entity to be viewed under the standard rating agency criteria as a special purpose entity. In many of these cases, the related borrower does not have an independent director. Risks Related to Redevelopment and Renovation at the Mortgaged Properties. Certain of the mortgaged properties are properties which are currently undergoing or are expected to undergo in the future redevelopment or renovation. There can be no assurance that current or planned redevelopment or renovation will be completed, that such redevelopment or renovation will be completed in the time frame contemplated, or that, when and if redevelopment or renovation is completed, such redevelopment or renovation will improve the operations at, or increase the value of, the subject property. Failure of any of the foregoing to occur could have a material negative impact on the related underlying mortgage loan, which could affect the ability of the related borrower to repay the related underlying mortgage loan. In the event the related borrower fails to pay the costs of work completed or material delivered in connection with such ongoing redevelopment or renovation, the portion of the mortgaged property on which there are renovations may be subject to mechanic's or materialmen's liens that may be senior to the lien of the related underlying mortgage loan. A portion of one mortgaged real property securing the Lowe's at Sunrise underlying mortgage loan is ground leased to Lowe's Home Improvement, who is constructing a superstore on the site. Completion of Lowe's Home Improvement is scheduled for December 2005 and occupancy is scheduled for January of 2006. The existence of construction or renovation at a mortgaged property may make such mortgaged property less attractive to tenants or their customers, and accordingly could have a negative effect on net operating income. Decisions Made By The Trustee, the Servicers or the Outside Servicers May Negatively Affect Your Interests. You and other holders of the offered certificates generally do not have a right to vote and do not have the right to make decisions with respect to the administration of the trust. Those decisions are generally made, subject to the express terms of the series CD 2005-C1 pooling and servicing agreement, by the master servicer, the trustee or the special servicer, as applicable, and in the case of the underlying mortgage loan that will be governed by the servicing agreement for the securitization of a related non-trust mortgage loan, by the applicable S-91 servicers for that other securitization. Any decision made by one of those parties in respect of the trust fund, even if that decision is determined to be in your best interests by that party, may be contrary to the decision that you or other holders of the offered certificates would have made and may negatively affect your interests. Mortgage Loan Sellers May Not Be Able to Make a Required Repurchase or Substitution of a Defective Mortgage Loan. Each mortgage loan seller will make representations and warranties in connection with its sale of mortgage loans to us, as generally described in "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions", and that mortgage loan seller will be the sole warranting party in respect of the underlying mortgage loans sold by such mortgage loan seller to us. A material breach by a mortgage loan seller of a representation or warranty may result in an obligation on the part of that mortgage loan seller to repurchase or substitute the underlying mortgage loan that is the subject of such breach. Neither we nor any of our affiliates (except for Citigroup Global Markets Realty Corp. in its capacity as a mortgage loan seller) are obligated to repurchase or substitute any underlying mortgage loan in connection with either a material breach of any mortgage loan seller's representations and warranties or any material document defects, if such mortgage loan seller defaults on its obligation to do so. We cannot assure you that the mortgage loan sellers will have the financial ability to effect such repurchases or substitutions. Any mortgage loan that is not repurchased or substituted and that is not a "qualified mortgage" for a REMIC may cause the trust fund to fail to qualify as one or more REMICs or cause the trust fund to incur a tax. See "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement and "Description of the Governing Documents--Representations and Warranties with Respect to Mortgage Assets" in the accompanying prospectus. The Mortgage Loans Have Not Been Reunderwritten by Us. We have not reunderwritten the underlying mortgage loans. Instead, we have relied on the representations and warranties made by the mortgage loan sellers, and the mortgage loan sellers' respective obligations to repurchase, cure or substitute an underlying mortgage loan in the event that a representation or warranty was not true when made and such breach materially and adversely affects the value of the subject underlying mortgage loan or the interests of the certificateholders. These representations and warranties do not cover all of the matters that we would review in underwriting a mortgage loan and you should not view them as a substitute for reunderwriting the underlying mortgage loans. If we had reunderwritten the underlying mortgage loans, it is possible that the reunderwriting process may have revealed problems with one or more of the underlying mortgage loans not covered by representations or warranties given by the mortgage loan sellers. Limited Information Causes Uncertainty. Sixty-two (62) of the mortgage loans that we intend to include in the trust fund, representing 35.9% of the initial mortgage pool balance, of which 52 mortgage loans are in loan group no. 1, representing 36.0% of the initial loan group no. 1 balance, and 10 mortgage loans are in loan group no. 2, representing 35.0% of the initial loan group no. 2 balance, were originated for the purpose of providing acquisition financing. Twenty-six (26) of the mortgage loans that we intend to include in the trust fund, representing 8.7% of the initial mortgage pool balance, and 9.7% of the initial loan group no. 1 balance, are secured by mortgaged real properties that were constructed or completed on or after January 1, 2004. Accordingly, there may be limited or no recent historical operating information available with respect to the mortgaged real properties for these mortgage loans. As a result, you may find it difficult to analyze the historical performance of these properties. Prior Bankruptcies May Reflect Future Performance. We are aware that, in the case of three (3) mortgage loans (loan numbers 78, 80 and 176) that we intend to include in the trust fund, which are controlled by one principal or principal group and which represent 0.8% of the initial mortgage pool balance and 0.9% of the initial loan group no. 1 balance, respectively, the related borrower or a principal in the related borrower has been a party to a prior bankruptcy proceeding within the last ten years. Some of these principals also manage part or all of the related mortgaged real property. There can be no assurance that principals or affiliates of other borrowers have not been a party to bankruptcy proceedings. S-92 Litigation May Adversely Affect Property Performance. There may be pending or threatened legal proceedings against the borrowers and/or guarantors under the underlying mortgage loans, the managers of the related mortgaged real properties and their respective affiliates, arising out of the ordinary business of those borrowers, managers and affiliates. We cannot assure you that litigation will not have a material adverse effect on your investment. With respect to two (2) mortgage loans that we intend to include in the trust (loan numbers 19 and 50), representing approximately 1.4% of the initial mortgage pool balance, of which one (1) mortgage loan is in loan group no. 1, representing 0.5% of the initial loan group no. 1 balance, and one (1) mortgage loan is in loan group no. 2, representing 8.9% of the initial loan group no. 2 balance, Triple Net Properties, LLC (Triple Net) is the sponsor of those mortgage loans and an affiliate of G REIT, Inc. Triple Net Properties Realty, Inc., an affiliate of Triple Net, is the property manager at the mortgaged real properties securing these mortgage loans. Triple Net has advised the related mortgage loan seller that the Securities and Exchange Commission has opened an investigation regarding certain of its activities. In its filings with the SEC, G REIT, Inc. indicated that the SEC has requested information relating to disclosure in securities offerings (including offerings by G REIT, Inc. and by two other entities, T REIT, Inc. and A REIT, Inc.) and exemptions from the registration requirements of the Securities Act of 1933, for private offerings in which Triple Net and its affiliated entities were involved. In addition, the SEC has requested financial and other information regarding these REITs as well as other companies advised by Triple Net. In a recent filing with the SEC, G REIT, Inc. indicated that the information disclosed in connection with these securities offerings relating to the prior performance of all public and non-public investment programs (including the G REIT program and the T REIT Program) sponsored by Triple Net contained certain errors. G REIT, Inc. reported that these errors included the following: (i) the prior performance tables included in the offering documents were stated to be presented on a GAAP basis but generally were not, (ii) a number of the prior performance data figures were themselves erroneous, even as presented on a tax or cash basis, and (iii) with respect to certain programs (including the G REIT program and the T REIT Program) sponsored by Triple Net, where Triple Net invested either alongside or in other programs sponsored by Triple Net, the nature and results of these investments were not fully and accurately disclosed in the performance tables resulting in an overstatement of Triple Net's program and aggregate portfolio operating results. Any losses suffered by the mortgage lender resulting from the investigation are part of the obligations of the borrower pursuant to a carveout from the non-recourse provisions of the loan documents and part of the obligations of the sponsor pursuant to a the non recourse carveout guaranty of the sponsor. There is no assurance that G REIT, Inc. or Triple Net will be able to adequately address these disclosure issues or that these investigations will not have an adverse effect on the performance of G REIT, Inc. or Triple Net. The related mortgage loan seller is not aware of any litigation currently pending with respect to the SEC investigation. There can be no assurance that if litigation were to commence, it would not have a material adverse effect on the two (2) mortgage loans identified in the preceding paragraph and, therefore, on your offered certificates. With respect to one mortgage loan that we intend to include in the trust (loan number 10) representing 1.5% of the initial mortgage pool balance, the borrower is currently involved in litigation related to non-payment of a purchase money note initially made by the former property owner in 1986 and subsequently assumed by the borrower in connection with the borrower's acquisition of the property in 1993. A "Notice of Interest" was recorded by a previous holder of the purchase money note, who claims to have an interest, under the borrower's partnership agreement, in net operating income and proceeds from a sale or refinance of the mortgaged real property. The prior mortgage lender was named in the suit to establish the lien priority of the parties' interest. The title insurance policy obtained at the mortgage loan closing insures the mortgage lender's first lien position. Although the precise amount of the outstanding principal balance of the purchase money note is in dispute, the face amount of the purchase money note (as previously amended and restated after partial repayment) was $3,433,949.29; additional sums are claimed by the holder of the purchase money note for accrued interest, late fees and similar penalties. At the mortgage loan closing, $4,000,000 was escrowed, which amount may be applied by lender toward litigation costs relating to the pending suit and settlement costs should the lender S-93 reasonably believe that its collateral position is jeopardized by the existence of the suit. In addition, the borrower agreed to seek dismissal of the claims against the named mortgage lender and the loan sponsor executed a guaranty covering losses and costs incurred by lender resulting from the suit. The litigation reserve will be released to the borrower upon the settlement and final adjudication of the litigation. Tax Considerations Related to Foreclosure. If the trust were to acquire an underlying real property through foreclosure or similar action, the special servicer may be required to retain an independent contractor to operate and manage the property. Any net income from that operation and management, other than qualifying "rents from real property" within the meaning of section 856(d) of the Internal Revenue Code of 1986, as amended, or any rental income based on the net profits of a tenant or sub-tenant or allocable to a service that is non-customary in the area and for the type of building involved, will subject the trust to federal, and possibly state or local, tax as described under "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus. Those taxes, and the cost of retaining an independent contractor, would reduce net proceeds available for distributions with respect to the series CD 2005-C1 certificates. In addition, in connection with the trust's acquisition of an underlying real property, through foreclosure or similar action, and/or its liquidation of such property, the trust may in certain jurisdictions--particularly in California and New York--be required to pay state or local transfer or excise taxes. Such state or local taxes may reduce net proceeds available for distributions with respect to the series CD 2005-C1 certificates. The Underwritten Net Cash Flow Debt Service Coverage Ratios and/or Loan-to-Value Ratios for Certain of the Underlying Mortgage Loans Have Been Adjusted in Consideration of a Cash Holdback or a Letter of Credit. With respect to 13 mortgage loans that we intend to include in the trust fund (loan numbers 13, 40, 52, 81, 82, 89, 113, 155, 168, 169, 177, 188 and 189), which collectively represent 4.2% of the initial mortgage pool balance, of which 11 mortgage loans are in loan group no. 1, representing 3.9% of the initial loan group no. 1 balance, and two (2) mortgage loans are in loan group no. 2, representing 6.7% of the initial loan group no. 2 balance, the underwritten net cash flow debt service coverage ratios have, and with respect to eight (8) of those 13 mortgage loans (loan numbers 13, 40, 82, 155, 168, 177, 188 and 189), which collectively represent 2.7% of the initial mortgage pool balance, of which six (6) mortgage loans are in loan group no. 1, representing 2.3% of the initial loan group no. 1 balance, and two (2) mortgage loans are in loan group no. 2, representing 6.7% of the initial loan group no. 2 balance, the cut-off date loan-to-value ratio and the maturity date/ARD loan-to-value ratio have been calculated and/or presented on an adjusted basis that (a) takes into account various assumptions regarding the financial performance of the related mortgaged real property that are consistent with the respective performance related criteria required to obtain the release of a cash holdback or letter of credit which serves as additional collateral or otherwise covers losses to a limited extent and/or (b) reflects an application of that cash holdback or letter of credit to pay down the subject mortgage loan, with (if applicable) a corresponding reamortization of the monthly debt service payment. IF THE RELATED CASH HOLDBACKS OR LETTERS OF CREDIT WERE NOT TAKEN INTO ACCOUNT FOR ANY OF THESE 13 UNDERLYING MORTGAGE LOANS, THEN: (A) THE UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIOS FOR THE MORTGAGE POOL WOULD RANGE FROM 1.02:1 TO 10.04:1, WITH A WEIGHTED AVERAGE OF 1.57:1; (B) THE CUT-OFF DATE LOAN-TO-VALUE RATIOS OF THE MORTGAGE POOL WOULD RANGE FROM 6.33% TO 87.62%, WITH A WEIGHTED AVERAGE OF 68.41%; (C) THE MATURITY DATE/ARD LOAN-TO-VALUE RATIOS OF THE MORTGAGE POOL WOULD RANGE FROM 4.46% TO 86.56%, WITH A WEIGHTED AVERAGE OF 61.90%; (D) THE UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIOS FOR LOAN GROUP NO. 1 WOULD RANGE FROM 1.02:1 TO 10.04:1, WITH A WEIGHTED AVERAGE OF 1.60:1; (E) THE CUT-OFF DATE LOAN-TO-VALUE RATIOS OF LOAN GROUP NO. 1 WOULD RANGE FROM 6.33% TO 80.62%, WITH A WEIGHTED AVERAGE OF 67.57%; (F) THE MATURITY DATE/ARD LOAN-TO-VALUE RATIOS OF LOAN GROUP NO. 1 WOULD RANGE FROM 4.46% TO 79.80%, WITH A WEIGHTED AVERAGE OF 61.16%; (G) THE UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE RATIOS FOR LOAN GROUP NO. 2 WOULD RANGE FROM 1.17:1 TO 2.24:1, WITH A WEIGHTED AVERAGE OF 1.31:1; (H) THE CUT-OFF DATE LOAN-TO-VALUE RATIOS OF LOAN GROUP NO.2 WOULD RANGE FROM 50.85% TO 87.62%, WITH A WEIGHTED AVERAGE OF 75.78%; AND (I) THE MATURITY DATE/ARD LOAN-TO-VALUE RATIOS OF LOAN GROUP 2 WOULD RANGE FROM 42.01% TO 86.56%, WITH A WEIGHTED AVERAGE OF 68.39%. WEIGHTED AVERAGE UNDERWRITTEN NET CASH FLOW DEBT SERVICE COVERAGE, CUT-OFF DATE LOAN-TO-VALUE RATIO AND MATURITY DATE/ARD LOAN -TO-VALUE RATIO INFORMATION FOR THE MORTGAGE POOL (OR PORTIONS S-94 THEREOF THAT CONTAIN ANY OF THOSE 13 UNDERLYING MORTGAGE LOANS) SET FORTH IN THIS PROSPECTUS SUPPLEMENT REFLECT THE RESPECTIVE ADJUSTMENTS REFERENCED ABOVE. Future Terrorist Attacks and Military Actions May Adversely Affect the Value of the Offered Certificates and Payments on the Underlying Mortgage Loans. It is impossible to predict whether, or the extent to which, future terrorist activities may occur in the United States or with respect to U.S. interests around the world. It is uncertain what effects any future terrorist activities in the United States or abroad and/or any consequent actions on the part of the United States Government and others, including military action, will have on: (a) U.S. and world financial markets; (b) local, regional and national economies; (c) real estate markets across the U.S.; (d) particular business segments, including those that are important to the performance of the mortgaged real properties that secure the underlying mortgage loans; and/or (e) insurance costs and the availability of insurance coverage for terrorist acts in the future. Any negative financial impact in respect of any of the foregoing could adversely affect the cash flow at the related mortgaged real properties and ultimately the ability of borrowers to pay interest and/or principal on the underlying mortgage loans. Among other things, reduced investor confidence could result in substantial volatility in securities markets and a decline in real estate-related investments. In addition, reduced consumer confidence, as well as a heightened concern for personal safety, could result in a material decline in personal spending and travel. As a result of the foregoing factors, defaults on commercial real estate loans could increase; and, regardless of the performance of the underlying mortgage loans, the liquidity and market value of the offered certificates may be impaired. See "Risk Factors--Lack of Liquidity Will Impair Your Ability to Sell Your Offered Certificates and May Have an Adverse Effect on the Market Value of Your Offered Certificates," "--The Market Value of Your Offered Certificates May Be Adversely Affected by Factors Unrelated to the Performance of Your Offered Certificates and the Underlying Mortgage Assets, Such as Fluctuations in Interest Rates and the Supply and Demand of CMBS Generally" and "--Repayment of a Commercial or Multifamily Mortgage Loan Depends on the Performance and Value of the Underlying Real Property, Which May Decline Over Time, and the Related Borrower's Ability to Refinance the Property, of Which There Is No Assurance" in the accompanying prospectus. CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT From time to time we use capitalized terms in this prospectus supplement, including in the annexes to this prospectus supplement. Frequently used capitalized terms will have the respective meanings given to them in the glossary attached to this prospectus supplement. FORWARD-LOOKING STATEMENTS This prospectus supplement and the accompanying prospectus include the words "expects", "intends", "anticipates", "estimates" and similar words and expressions. These words and expressions are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties that could cause actual results to differ materially from those stated. These risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this prospectus supplement are accurate as of the date stated on the cover of this prospectus supplement. We have no obligation to update or revise any forward-looking statement. S-95 DESCRIPTION OF THE MORTGAGE POOL GENERAL We intend to include the 225 mortgage loans identified on Annex A-1 to this prospectus supplement in the trust fund. The mortgage pool consisting of those loans will have an Initial Mortgage Pool Balance of $3,878,244,727. However, the actual Initial Mortgage Pool Balance may be as much as 5% smaller or larger than that amount if any of those mortgage loans are removed from the mortgage pool or any other mortgage loans are added to the mortgage pool. See "--Changes in Mortgage Pool Characteristics" below. For purposes of calculating distributions on certain classes of the offered certificates, the pool of mortgage loans backing the series CD 2005-C1 certificates will be divided into a loan group no. 1 and a loan group no. 2. Loan group no. 1 will consist of 191 mortgage loans, with an Initial Loan Group No. 1 Balance of $3,480,780,409 and representing approximately 89.8% of the Initial Mortgage Pool Balance, that are secured by the various property types that constitute collateral for those mortgage loans. Loan group no. 2 will consist of 34 mortgage loans, with an Initial Loan Group No. 2 Balance of $397,464,318 and representing approximately 10.2% of the Initial Mortgage Pool Balance, that are secured by multifamily and manufactured housing properties. See Annex A-5--Characteristics of the Multifamily and Manufactured Housing Mortgaged Real Properties. The "Initial Mortgage Pool Balance" will equal the total cut-off date principal balance of the mortgage loans included in the trust (exclusive of the portion of the cut-off date principal balance of the One Court Square-Citibank Mortgage Loan allocated to the One Court Square-Citibank Non-Pooled Portion), the "Initial Loan Group No. 1 Balance" will equal the total cut-off date principal balance of the mortgage loans in loan group no. 1 (exclusive of the portion of the cut-off date principal balance of the One Court Square-Citibank Mortgage Loan allocated to the One Court Square-Citibank Non-Pooled Portion), and the "Initial Loan Group No. 2 Balance" will equal the total cut-off date principal balance of the mortgage loans in loan group no. 2. The cut-off date principal balance of any underlying mortgage loan is equal to its unpaid principal balance as of the cut-off date, after application of all monthly debt service payments due with respect to the mortgage loan on or before that date, whether or not those payments were received. We will transfer each of the underlying mortgage loans, at its respective cut-off date principal balance, to the trust. The cut-off date principal balance of each mortgage loan that we intend to include in the trust fund (or, in the case of the One Court Square-Citibank Mortgage Loan, the cut-off date principal balance of the One Court Square-Citibank Pooled Portion) is shown on Annex A-1 to this prospectus supplement. Those cut-off date principal balances range from $1,322,049 to $290,000,000, and the average of those cut-off date principal balances is $17,236,643. Each of the mortgage loans that we intend to include in the trust fund is an obligation of the related borrower to repay a specified sum with interest. Each of those mortgage loans is evidenced by a promissory note and secured by a mortgage, deed of trust or other similar security instrument that creates a mortgage lien on the fee simple and/or leasehold interest of the related borrower or another party in one or more commercial or multifamily real properties. That mortgage lien will, in all cases, be a first priority lien, subject only to Permitted Encumbrances. The One Court Square-Citibank Mortgage Loan has a cut-off date principal balance of $315,000,000. In connection with distributions on the series CD 2005-C1 certificates, the One Court Square-Citibank Mortgage Loan will be treated as if it consists of two (2) portions, which we refer to as the One Court Square-Citibank Pooled Portion and the One Court Square-Citibank Non-Pooled Portion, respectively. The One Court Square-Citibank Pooled Portion consists of $290,000,000 of the entire cut-off date principal balance of the One Court Square-Citibank Mortgage Loan. The One Court Square-Citibank Non-Pooled Portion consists of the remaining S-96 $25,000,000 of the cut-off date principal balance of the One Court Square-Citibank Mortgage Loan. The class OCS certificates represent beneficial ownership of the One Court Square-Citibank Non-Pooled Portion, and the holders of those series CD 2005-C1 certificates will be entitled to collections of principal and interest on the One Court Square-Citibank Mortgage Loan that are allocable to the One Court Square-Citibank Non-Pooled Portion. The holders of the 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, J, K, L, M, N, P, Q, XC and XP certificates will be entitled to receive collections of principal and/or interest on the One Court Square-Citibank Mortgage Loan that are allocable to the One Court Square-Citibank Pooled Portion. As and to the extent described under "Description of the Offered Certificates--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" in this prospectus supplement, the rights of the holders of the class OCS certificates to receive payments to which they are entitled with respect to the One Court Square-Citibank Mortgage Loan will be subordinated to the rights of the holders of the 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, J, K, L, M, N, P, Q, XC and XP certificates to receive payments to which they are entitled with respect to the One Court Square-Citibank Mortgage Loan in certain default scenarios. You should consider each of the underlying mortgage loans to be a nonrecourse obligation of the related borrower. In the event of a payment default by the related borrower, recourse will be, or you should expect recourse to be, limited to the corresponding mortgaged real property or properties (and any reserves, letters of credit or other additional collateral for the mortgage loan) for satisfaction of that borrower's obligations. In those cases where recourse to a borrower or guarantor is permitted under the related loan documents, we have not undertaken an evaluation of the financial condition of any of these persons. None of the underlying mortgage loans will be insured or guaranteed by any governmental agency or instrumentality. We provide in this prospectus supplement a variety of information regarding the mortgage loans that we intend to include in the trust fund. When reviewing this information, please note that: o All numerical information provided with respect to the underlying mortgage loans is provided on an approximate basis. o Except as described in the next sentence, all weighted average information provided with respect to the underlying mortgage loans or any sub-group thereof reflects a weighting based on their respective cut-off date principal balances. For the purposes of calculating weighted averages, unless the context clearly indicates otherwise, the One Court Square-Citibank Mortgage Loan is considered to exclude the One Court Square-Citibank Non-Pooled Portion. o When information with respect to mortgaged real properties is expressed as a percentage of the Initial Mortgage Pool Balance, the Initial Loan Group No. 1 Balance or the Initial Loan Group No. 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 Mortgage Loan, unless clearly indicated otherwise, based upon the cut-off date principal balance of the One Court Square-Citibank Pooled Portion). o Unless specifically indicated otherwise, if any underlying mortgage loan is part of a Loan Combination that also includes a subordinate Non-Trust Loan, then statistical information presented in this prospectus supplement with respect to that underlying mortgage loan is presented without regard to the related subordinate Non-Trust Loan. o Unless specifically indicated otherwise, statistical information presented in this prospectus supplement with respect to the One Court Square-Citibank Mortgage Loan is presented without regard to the One Court Square-Citibank Non-Pooled Portion; S-97 o Unless specifically indicated otherwise (for example, with respect to loan-to-value and debt service coverage ratios and cut-off date balances per unit of mortgaged real property, in which cases, each related Pari Passu Non-Trust Loan is taken into account), statistical information presented in this prospectus supplement with respect to each Pari Passu Mortgage Loan excludes the related Pari Passu Non-Trust Loan(s). 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 in this prospectus supplement. o The general characteristics of the entire mortgage pool backing the offered certificates are not necessarily representative of the general characteristics of either loan group no. 1 or loan group no. 2. The yield and risk of loss on any class of offered certificates may depend on, among other things, the composition of each of loan group no. 1 and loan group no. 2. The general characteristics of each such loan group should also be analyzed when making an investment decision. o Whenever loan-level information, such as loan-to-value ratios or debt service coverage ratios, is presented in the context of the mortgaged real properties, the loan level statistic attributed to a mortgaged real property is the same as the statistic for the related underlying mortgage loan. o Whenever we refer to a particular underlying mortgage loan or mortgaged real property by name, we mean the underlying mortgage loan or mortgaged real property, as the case may be, identified by that name on Annex A-1 to this prospectus supplement. Whenever we refer to a particular underlying mortgage loan by loan number, we are referring to the underlying mortgage loan identified by that loan number on Annex A-1 to this prospectus supplement. o Ten (10) mortgage loans that we intend to include in the trust, representing 5.0% of the Initial Mortgage Pool Balance, of which nine (9) mortgage loans are in loan group no. 1, representing 3.9% of the Initial Loan Group No. 1 Balance, and one (1) mortgage loan is in loan group no. 2, representing 14.6% of the Initial Loan Group No. 2 Balance as of the date of this prospectus supplement, and therefore certain mortgage loan characteristics included in this prospectus supplement for those mortgage loans, including the interest rates thereof, have been estimated. As a result, certain statistical information in this prospectus supplement may change if those mortgage loans bear a different interest rate than anticipated. o Statistical information regarding the underlying mortgage loans may change prior to the date of initial issuance of the offered certificates due to changes in the composition of the mortgage pool prior to that date, and the Initial Mortgage Pool Balance may be as much as 5% larger or smaller than indicated. CROSS-COLLATERALIZED MORTGAGE LOANS AND MULTIPLE PROPERTY MORTGAGE LOANS The mortgage pool will include two (2) mortgage loans, representing 0.3% of the Initial Mortgage Pool Balance and 0.3% of the Initial Loan Group No. 1 Balance, that are cross-collateralized and cross-defaulted with each other. The mortgage pool will also include ten (10) mortgage loans, representing 9.6% of the Initial Mortgage Pool Balance, and 10.7% of the Initial Loan Group No. 1 Balance, that are, in each case, individually or through cross-collateralization with other mortgage loans, secured by two or more mortgaged real properties. S-98 The amount of the mortgage lien encumbering any particular one of those mortgaged real properties may be less than the full amount of the related multiple property mortgage loan or Crossed Group, as the case may be, generally to minimize mortgage recording tax. The mortgage amount may be an amount based on the appraised value or allocated loan amount for the particular mortgaged real property. This would limit the extent to which proceeds from that property would be available to offset declines in value of the other mortgaged real properties securing the same multiple property mortgage loan or Crossed Group, as the case may be. The following table identifies the various individual multiple property mortgage loans and Crossed Groups that we will include in the trust fund. CROSS-COLLATERALIZED MORTGAGE LOAN GROUPS AND MULTIPLE PROPERTY MORTGAGE LOANS % OF INITIAL TOTAL % OF INITIAL LOAN GROUP CUT-OFF DATE MORTGAGE NO. 1/2 MORTGAGE LOAN/CROSSED GROUP RELATIONSHIP LOAN GROUP PRINCIPAL BALANCE POOL BALANCE BALANCE - --------------------------- ---------------------- ---------- ----------------- ------------ ------------ TPMC Portfolio Multiple Property Loan Group 1 $ 105,000,000 2.7% 3.0% Park Tower South 35,000,000 0.9 1.0 Park Tower North 33,000,000 0.9 0.9 Innova Parking Garage 19,000,000 0.5 0.5 Innova Theater and Retail 18,000,000 0.5 0.5 Private Mini Self Storage Portfolio Multiple Property Loan Group 1 $ 86,265,101 2.2% 2.5% Private Mini-League City 6,349,718 0.2 0.2 Private Mini-West Park 6,071,420 0.2 0.2 Private Mini-Eastlake 5,089,157 0.1 0.1 Private Mini-Westbelt 4,887,703 0.1 0.1 Private Mini-Lancaster 4,867,091 0.1 0.1 Private Mini-Safe Harbor 4,536,494 0.1 0.1 Private Mini-Highway 620 4,181,479 0.1 0.1 Private Mini-LaMarque 4,101,265 0.1 0.1 Private Mini-103rd 4,038,934 0.1 0.1 Private Mini-Walsingham 4,026,855 0.1 0.1 Private Mini-Melbourne 3,982,949 0.1 0.1 Private Mini-Cutten 3,856,826 0.1 0.1 Private Mini-Palm Harbor 3,684,086 0.1 0.1 Private Mini-Nesbit Ferry 3,617,583 0.1 0.1 Private Mini-Central Expressway 3,373,477 0.1 0.1 Private Mini-Mountainbrook 3,279,292 0.1 0.1 Private Mini-Castle Hills 3,056,571 0.1 0.1 Private Mini-Monroe 2,959,231 0.1 0.1 Private Mini-Florida Avenue 2,823,947 0.1 0.1 Private Mini-Wycliffe 2,753,332 0.1 0.1 Private Mini-Elmwood 2,400,310 0.1 0.1 Private Mini-Huntsville 2,327,384 0.1 0.1 Loews Universal Hotel Portfolio Multiple Property Loan Group 1 $ 55,000,000 1.4% 1.6% Loews Portofino Bay 22,244,445 0.6 0.6 Loews Royal Pacific 18,700,000 0.5 0.5 Hard Rock Hotel 14,055,555 0.4 0.4 University of Phoenix Multiple Property Loan Group 1 $ 30,143,521 0.8% 0.9% 4150 South Riverpoint Parkway 19,940,587 0.5 0.6 3125 East Wood Street 7,876,532 0.2 0.2 517 North Westhill Blvd 2,326,402 0.1 0.1 Northcoast Hotel Portfolio Multiple Property Loan Group 1 $ 27,500,000 0.7% 0.8% S-99 % OF INITIAL TOTAL % OF INITIAL LOAN GROUP CUT-OFF DATE MORTGAGE NO. 1/2 MORTGAGE LOAN/CROSSED GROUP RELATIONSHIP LOAN GROUP PRINCIPAL BALANCE POOL BALANCE BALANCE - --------------------------- ---------------------- ---------- ----------------- ------------ ------------ Roosevelt Hotel 18,537,037 0.5 0.5 Coast Wenatchee Center 4,583,333 0.1 0.1 Coast Gateway Hotel 4,379,630 0.1 0.1 338 East 65th Street/314-26 East 78th Street Multiple Property Loan Group 1 $ 17,540,000 0.5% 0.5% 314-26 East 78th Street 14,240,000 0.4 0.4 338 East 65th Street 3,300,000 0.1 0.1 413-415 East 70th Street/507-11 East 73rd Street Multiple Property Loan Group 1 $ 15,770,000 0.4% 0.5% 507-11 East 73rd Street 12,160,000 0.3 0.3 413-415 East 70th Street 3,610,000 0.1 0.1 512 East 80th Street/1229-1235 1st Avenue Multiple Property Loan Group 1 $ 15,050,000 0.4% 0.4% 1229-1235 1st Avenue 10,700,000 0.3 0.3 512 East 80th Street 4,350,000 0.1 0.1 100 & 200 Foxborough (aka) Harlfinger Portfolio Multiple Property Loan Group 1 $ 12,360,945 0.3% 0.4% 100 Foxborough Boulevard 6,859,253 0.2 0.2 200 Foxborough Boulevard 5,501,692 0.1 0.2 Crowe Office Portfolio Crossed Group Group 1 $ 11,231,000 0.3% 0.3% Comerica Tower 7,575,000 0.2 0.2 Texas Moline 3,656,000 0.1 0.1 Torrey Chase Buildings Multiple Property Loan Group 1 $ 8,937,000 0.2% 0.3% 14505 Torrey Chase 4,168,508 0.1% 0.1 14425 Torrey Chase 4,137,172 0.1 0.1 13700 Veterans Memorial 631,320 0.0 0.0 Certain of the multiple property mortgage loans and Crossed Groups identified in the table above entitle the related borrowers to obtain a release of one or more of the corresponding mortgaged real properties from the related lien and/or a corresponding termination of the related cross-collateralization arrangement, subject, in each case, to the fulfillment of one or more of the following conditions, among others-- o the pay down or defeasance of the mortgage loan(s) in an amount equal to a specified percentage, which is usually 110% to 125%, of the portion of the total loan amount allocated to the property or properties to be released (except that in the case of the Private Mini Self Storage Portfolio mortgage loan, partial defeasance is permitted with 100% of the portion of the total loan amount allocated to the subject property or properties under the circumstances described below); o the satisfaction of debt service coverage and/or loan-to-value tests for the property or properties that will remain as collateral for the subject mortgage loan(s); and/or o receipt by the lender of confirmation from each applicable rating agency that the action will not result in a qualification, downgrade or withdrawal of any of the then-current ratings of the offered certificates. In the case of the Private Mini Storage Portfolio underlying mortgage loan, the related borrower may obtain the release of an individual property constituting part of the related mortgaged real property by substituting a property of like character and quality under the following circumstances-- S-100 o voluntarily, up to a maximum of 20% of the collateral, calculated by allocated loan amount, o in the event the mortgage loan is accelerated upon an incurable breach of a representation or warranty made by the related borrower with respect to any individual property, o in the event the lender does not make casualty or condemnation proceeds available to the borrower for restoration of any individual property, or o if an individual property is determined by the borrower to be no longer economically viable and the lender agrees with such determination. The substitution of an individual property will be subject to satisfaction of certain conditions, including but not limited to: o no event of default under the mortgage loan then existing except with respect to a breach of representation or warranty by the related borrower that is the reason for the substitution, o receipt by the lender of confirmation from each applicable rating agency that the action will not result in a qualification, downgrade or withdrawal of any of the then-current ratings of the offered certificates, o delivery of third party reports such as environmental assessments, property condition reports and appraisals for the replacement property, o the debt service coverage ratio of the mortgage loan following the substitution being equal to the higher of its debt service coverage ratio as of the date the mortgage loan was originated and immediately prior to the substitution, and o the loan-to-value ratio following the substitution being equal to the lower of the loan-to-value ratio as of the date the mortgage loan was originated and immediately prior to the substitution and o the debt service coverage ratio and loan-to-value ratio with respect to the substitute property on the date of substitution being no worse than such ratios were with respect to the released property as of the date the mortgage loan was originated. In addition-- o in the event the mortgage loan is accelerated following an incurable breach of a representation or warranty made by the related borrower with respect to an individual property constituting part of the related mortgaged real property, o in the event lender does not make casualty or condemnation proceeds available to the related borrower for restoration of any individual property, or o if an individual property is determined by the borrower to be no longer economically viable and the lender agrees with such determination, the borrower may obtain a release of the affected individual property by partially defeasing the mortgage loan in an amount equal to 100% of the allocated loan amount for the affected individual property. S-101 MORTGAGE LOANS WHICH PERMIT PARTIAL RELEASE OF THE RELATED MORTGAGED REAL PROPERTY Some of the mortgage loans that we intend to include in the trust fund may permit the release of one or more undeveloped or non-income producing parcels or outparcels that, in each such case, do not represent a significant portion of the appraised value of the related mortgaged real property, or have been excluded from the appraised value of the related mortgaged real property, which appraised value is shown on Annex A-1 to this prospectus supplement. In the case of one (1) mortgage loan (loan number 90) that we intend to include in the trust fund, representing 0.3% of the Initial Mortgage Pool Balance and 0.3% of the Initial Loan Group No. 1 Balance, the loan documents provide for the release of up to 2.15 acres of unimproved land. In connection with such release, the borrower is expected to construct a parking garage on a portion of the remaining property, and under the loan documents, the borrower will be required to pay down the mortgage loan in an amount equal to 100% of the amount, if any, by which the value of the outparcel (which is valued at $11.00 per square foot of land within the outparcel to be released), exceeds the lesser of the actual cost of the parking garage or the value of the parking garage as constructed (or expected to be constructed), without regard for the underlying land value, as determined by an appraisal, together with a prepayment premium. If the garage has been completed and the actual cost of building the parking garage and its value is at least equal to the value of the outparcel based on the value of $11.00 per square foot of land, no paydown of the mortgage loan will be required. MORTGAGE LOANS WITH AFFILIATED BORROWERS Twenty-six (26) separate groups of mortgage loans that we intend to include in the trust fund, consisting of a total of 67 mortgage loans, and representing a total of 28.6% of the Initial Mortgage Pool Balance, of which 53 mortgage loans are in loan group no. 1, representing 27.8% of the Initial Loan Group No. 1 Balance, and 14 mortgage loans are in loan group no. 2, representing 35.1% of the Initial Loan Group No. 2 Balance, have borrowers that, in the case of the mortgage loans contained within a particular group, are related such that they have at least one controlling sponsor or principal in common. See Annex A-1 for identification of the affiliated borrower groupings. S-102 SIGNIFICANT UNDERLYING MORTGAGE LOANS Set forth on Annex B to this prospectus supplement are summary descriptions (including a presentation of selected loan and property information) of the 10 largest mortgage loans and/or groups of cross-collateralized mortgage loans that we intend to include in the trust fund and a presentation of selected loan and property information with respect to the next five largest mortgage loans and/or groups of cross-collateralized mortgage loans that we intend to include in the trust fund. The following table shows certain characteristics of the 15 largest mortgage loans and/or groups of cross-collateralized mortgage loans that we intend to include in the trust, by cut-off date principal balance. CUT-OFF % OF DATE % OF INITIAL CUT-OFF PRINCIPAL INITIAL LOAN DATE MORTGAGE CUT-OFF DATE BALANCE MORTGAGE GROUP U/W LOAN-TO LOAN PROPERTY TYPE, LOAN PRINCIPAL PER POOL NO. 1/2 NCF VALUE MORTGAGE LOAN NAME SELLER SUB-TYPE GROUP STATE BALANCE SF/UNIT BALANCE BALANCE DSCR RATIO ------------------ -------- -------------- ----- ----- --------- --------- -------- ------- ----- ------- 1. One Court Square - GACC Office, CBD 1 NY $290,000,000 $207 7.5% 8.3% 2.25x 61.70% Citibank (1) 2 Yahoo! Center GACC Office, 1 CA 250,000,000 232 6.4 7.2 2.44 46.30 Suburban 3. Maine Mall CGM Retail, 1 ME 150,000,000 275 3.9 4.3 1.82 44.38 Regional Mall 4. 100 East Pratt CGM Office, CBD 1 MD 105,000,000 160 2.7 3.0 2.45 50.36 5. TPMC Portfolio CGM Various, 1 TX 105,000,000 151 2.7 3.0 1.36 72.21 Various 6. Florence Mall PMCF Retail, 1 KY 101,766,252 341 2.6 2.9 1.53 65.11 Regional Mall 7. Private Mini Self GACC Self, Storage, 1 TX, FL, 86,265,101 49 2.2 2.5 1.39 66.40 Storage Portfolio Self Storage NC AL, GA, SC 8. Cedarbrook GACC Office, 1 NJ 65,000,000 191 1.7 1.9 1.25 79.85 Corporate Center Suburban Portfolio 9. Fairfax Corner CGM Retail, 1 VA 60,947,00 407 1.6 1.8 1.20 78.14 Lifestyle Center 10. Union Square GACC Multifamily, 2 FL 58,000,0000 107,011 1.5 14.6 1.28 80.00 Apartments Conventional TOTAL/WTD. AVG. FOR -------------- --------- TOP 10 $1,271,978,353 32.8% 1.92X 59.70% ============== ========= 11. 485 7th Avenue GACC Office, CBD 1 NY 57,000,000 238 1.5 1.6 1.25 80.62 12. Loews Universal GACC Hospitality, 1 FL 55,000,000 166,667 1.4 1.6 3.61 52.84 Hotel Portfolio Full Service 13. Quartermaster GACC Retail, 1 PA 43,600,000 228 1.1 1.3 1.09 77.83 Plaza Shopping Center Anchored 14. One Financial Plaza CGM Office, CBD 1 MN 43,000,000 109 1.1 1.2 1.21 75.17 15. Chico Mall CGM Retail, 1 CA 42,000,000 108 1.1 1.2 1.79 52.37 Regional Mall TOTAL/WTD. AVG. FOR -------------- --------- TOP 15 $1,512,578,353 39.0% 1.91X 61.00% ============== ========= - ------------------------ (1) Reflects or is based solely on One Court Square-Citibank Pooled Portion. TERMS AND CONDITIONS OF THE UNDERLYING MORTGAGE LOANS Due Dates. Subject, in some cases, to a next business day convention: o ninety-four (94) of the mortgage loans that we intend to include in the trust fund, representing 48.5% of the Initial Mortgage Pool Balance, of which 71 mortgage loans are in loan group no. 1, representing 45.9% of the Initial Loan Group No. 1 Balance, and 23 mortgage loans are in loan group no. 2, representing 71.0% of the Initial Loan Group No. 2 Balance, provide for scheduled payments of principal and/or interest to be due on the first day of each month; o one hundred eighteen (118) of the mortgage loans that we intend to include in the trust fund, representing 45.5% of the Initial Mortgage Pool Balance, of which 112 mortgage loans are in loan group no. 1, representing 48.9% of the Initial Loan Group No. 1 Balance, and six (6) mortgage loans are in loan group no. 2, representing 15.1% of the Initial Loan Group No. 2 S-103 Balance, provide for scheduled payments of principal and/or interest to be due on the eleventh day of each month; o three (3) of the mortgage loans that we intend to include in the trust fund, representing 3.7% of the Initial Mortgage Pool Balance, of which two (2) mortgage loans are in loan group no. 1, representing 3.2% of the Initial Loan Group No. 1 Balance, and one (1) mortgage loan is in loan group no. 2, representing 8.1% of the Initial Loan Group No. 2 Balance, provide for scheduled payments of principal and/or interest to be due on the tenth day of each month; and o ten (10) of the mortgage loans that we intend to include in the trust fund, representing 2.4% of the Initial Mortgage Pool Balance, of which six (6) mortgage loans are in loan group no. 1, representing 2.0% of the Initial Loan Group No. 1 Balance, and four (4) mortgage loans are in loan group no. 2, representing 5.9% of the Initial Loan Group No. 2 Balance, provide for scheduled payments of principal and/or interest to be due on the fifth day of each month. Mortgage Rates; Calculations of Interest. In general, each of the mortgage loans that we intend to include in the trust fund bears interest at a mortgage rate that, in the absence of default, is fixed until maturity. However, as described under "--ARD Loans" below, each ARD Loan will accrue interest after its anticipated repayment date at a rate that is in excess of its mortgage rate prior to that date. In addition, in the case of one (1) mortgage loan (loan number 54), which represents 0.5% of the Initial Mortgage Pool Balance and 0.5% of the Initial Loan Group No. 1 Balance, the initial fixed interest rate is subject to specified step-up adjustments in the event certain financial performance criteria contained in the loan documents are not met, up to maximum interest rate of 9.2900% per annum. The current mortgage rate for each of the mortgage loans that we intend to include in the trust fund is shown on Annex A-1 to this prospectus supplement. As of the cut-off date, those mortgage rates ranged from 4.7250% per annum to 6.5600% per annum, and the weighted average of those mortgage rates was 5.2598% per annum. As of the cut-off date the mortgage rates for the mortgage loans in loan group no. 1 ranged from 4.7250% per annum to 6.5600% per annum, and the weighted average of those mortgage rates was 5.2557% per annum. As of the cut-off date the mortgage rates for the mortgage loans in loan group no. 2 ranged from 4.8500% per annum to 6.0400% per annum, and the weighted average of those mortgage rates was 5.2956% per annum. Except if an ARD Loan remains outstanding past its anticipated repayment date, none of the mortgage loans that we intend to include in the trust fund provides for negative amortization or for the deferral of interest. Each of the underlying mortgage loans will accrue interest on the basis of the actual number of days elapsed during each one-month accrual period in a year assumed to consist of 360 days. Balloon Loans. Two hundred eight (208) of the mortgage loans that we intend to include in the trust fund, representing 85.5% of the Initial Mortgage Pool Balance, of which 174 mortgage loans are in loan group no. 1, representing 83.8% of the Initial Loan Group No. 1 Balance, and 34 mortgage loans are in loan group no. 2, representing 100.0% of the Initial Loan Group No. 2 Balance, are in each case characterized by: o an amortization schedule that is significantly longer than the actual term of the mortgage loan or for no amortization prior to stated maturity; and o a substantial payment, or balloon payment, being due with respect to the mortgage loan on its stated maturity date. Thirteen (13) of the balloon mortgage loans that we intend to include in the trust fund, representing 14.5% of the Initial Mortgage Pool Balance, of which nine (9) mortgage loans are in loan group no. 1, representing 13.8% of the Initial Loan Group No. 1 Balance, and four (4) mortgage loans are in loan group no. 2, representing S-104 20.9% of the Initial Loan Group No. 2 Balance, provide for payments of interest only until maturity. Another 100 of the balloon mortgage loans that we intend to include in the trust fund, representing 41.6% of the Initial Mortgage Pool Balance, of which 84 mortgage loans are in loan group no. 1, representing 39.1% of the Initial Loan Group No. 1 Balance, and 16 mortgage loans are in loan group no. 2, representing 63.2% of the Initial Loan Group No. 2 Balance, provide for payments of interest only for periods ranging from the first 12 to the first 72 payments following origination and prior to amortization. ARD Loans. Seventeen (17) mortgage loans that we intend to include in the trust fund, representing 14.5% of the Initial Mortgage Pool Balance and 16.2% of the Initial Loan Group No. 1 Balance, respectively, are each characterized by the following features: o A maturity date that is generally 15 to 30 years following origination. o The designation of an anticipated repayment date, by the related lender at its option, that is generally five to ten years following origination. The anticipated repayment date for each ARD Loan is listed on Annex A-1 to this prospectus supplement. o The ability of the related borrower to prepay the mortgage loan, without restriction, including without any obligation to pay a prepayment premium or a yield maintenance charge, at any time on or after a date that is generally no earlier than five (5) months prior to the related anticipated repayment date. o Until its anticipated repayment date, the calculation of interest at its initial mortgage rate. o From and after its anticipated repayment date, the accrual of interest at a revised annual rate that will be at least two percentage points in excess of its initial mortgage rate. o The deferral of any additional interest accrued with respect to the mortgage loan from and after the related anticipated repayment date at the difference between its revised mortgage rate and its initial mortgage rate. This Post-ARD Additional Interest may, in some cases, to the extent permitted by applicable law, compound at the new revised mortgage rate. Any Post-ARD Additional Interest accrued with respect to the mortgage loan following its anticipated repayment date will not be payable until the entire principal balance of the mortgage loan has been paid in full. o From and after its anticipated repayment date, the accelerated amortization of the mortgage loan out of any and all monthly cash flow from the corresponding mortgaged real property that remains after payment of the applicable monthly debt service payments and permitted operating expenses and capital expenditures and the funding of any required reserves. These accelerated amortization payments and the Post-ARD Additional Interest are considered separate from the monthly debt service payments due with respect to the mortgage loan. Five (5) of the ARD Loans that we intend to include in the trust fund, representing 1.9% of the Initial Mortgage Pool Balance and 2.1% of the Initial Loan Group No. 1 Balance, respectively, provide for payments of interest only for the periods ranging from the first 24 to the first 60 payments following origination. Two (2) of the ARD Loans that we intend to include in the trust fund, representing 10.2% of the Initial Mortgage Pool Balance and 11.3% of the Initial Loan Group No. 1 Balance, provide for payments of interest only until the related anticipated repayment date. In the case of each of the ARD Loans that we intend to include in the trust fund, the related borrower has either entered into a cash management agreement or S-105 has agreed to enter into a cash management agreement on or prior to the anticipated repayment date if it has not previously done so. The related borrower or the manager of the corresponding mortgaged real property will be required under the terms of that cash management agreement to deposit or cause the deposit of all revenue from that property received after the anticipated repayment date into a lockbox account designated by the lender under the loan documents for the related ARD Loan. Voluntary Prepayment Provisions. All of the mortgage loans that we intend to include in the trust fund provided as of the cut-off date for: o a prepayment lock-out period or a prepayment lock-out/defeasance period during which voluntary prepayments are prohibited; followed by o one of the following: 1. in the case of 26 mortgage loans, representing 8.1% of the Initial Mortgage Pool Balance, of which 22 mortgage loans are in loan group no. 1, representing 7.0% of the Initial Loan Group No. 1 Balance, and four (4) mortgage loans are in loan group no. 2, representing 17.7% of the Initial Loan Group No. 2 Balance, a prepayment consideration period during which any voluntary principal prepayment must be accompanied by prepayment consideration, followed by an open prepayment period during which voluntary principal prepayments may be made without any prepayment consideration; or 2. in the case of 199 mortgage loans, representing 91.9% of the Initial Mortgage Pool Balance, of which 169 mortgage loans are in loan group no. 1, representing 93.0% of the Initial Loan Group No. 1 Balance, and 30 mortgage loans are in loan group no. 2, representing 82.3% of the Initial Loan Group No. 2 Balance, just by an open prepayment period. The prepayment terms of each of the mortgage loans that we intend to include in the trust fund are set forth in Annex A-1 to this prospectus supplement. Generally, the prepayment restrictions relating to each of the underlying mortgage loans do not apply to prepayments arising out of a casualty or condemnation of the corresponding mortgaged real property. Prepayments of this type are generally not required to be accompanied by any prepayment consideration. In addition, several of the mortgage loans that we intend to include in the trust fund also permit the related borrower to prepay the entire principal balance of the mortgage loan remaining, without prepayment consideration, after application of insurance proceeds or a condemnation award to a partial prepayment of the mortgage loan, provided that such prepayment of the entire principal balance is made within a specified time period following the date of such application. In the case of certain mortgage loans, if the entire principal balance is not prepaid, the monthly principal and interest payment is reduced to reflect the smaller principal balance. Also notwithstanding the foregoing prepayment restrictions, prepayments may occur in connection with loan defaults and, in certain cases, out of cash holdbacks where certain conditions relating to the holdback have not been satisfied. Prepayment premiums and/or yield maintenance charges may not be collectable in connection with prepayments of this type. The aggregate characteristics of the prepayment provisions of the underlying mortgage loans will vary over time as: o lock-out periods expire and mortgage loans enter periods during which prepayment consideration may be required in connection with principal prepayments and, thereafter, enter open prepayment periods; and S-106 o mortgage loans are prepaid, repurchased, replaced or liquidated following a default or as a result of a delinquency. Prepayment Lock-out Periods. All of the mortgage loans that we intend to include in the trust fund provided for prepayment lock-out periods as of the cut-off date. For those mortgage loans-- o the longest remaining prepayment lock-out period as of that date (including any part of the relevant period during which a defeasance could occur) is 174 months with respect to the entire mortgage pool, 174 months with respect to loan group no. 1 and 159 months with respect to loan group no. 2, o the shortest remaining prepayment lock-out period as of that date (including any part of the relevant period during which a defeasance could occur) is 10 months with respect to the entire mortgage pool, 10 months with respect to loan group no. 1 and 12 months with respect to loan group no. 2, and o the weighted average remaining prepayment lock-out period as of that date (including any part of the relevant period during which a defeasance could occur) is 100 months with respect to the entire mortgage pool, 100 months with respect to loan group no. 1 and 94 months with respect to loan group no. 2. Prepayment Consideration. Twenty-six (26) of the mortgage loans that we intend to include in the trust fund, representing 8.1% of the Initial Mortgage Pool Balance, of which 22 mortgage loans are in loan group no. 1, representing 7.0% of the Initial Loan Group No. 1 Balance, and four (4) mortgage loans are in loan group no. 2, representing 17.7% of the Initial Loan Group No. 2 Balance, each provide for the payment of prepayment consideration in connection with a voluntary prepayment during part of the loan term, commencing at origination or at the expiration of an initial prepayment lock-out period. That prepayment consideration is calculated on the basis of a yield maintenance formula or a yield maintenance formula plus an additional specified percentage of the principal amount prepaid, that is, in some cases, subject to a minimum amount equal to a specified percentage of the principal amount prepaid. Prepayment premiums and yield maintenance charges received on the underlying mortgage loans, whether in connection with voluntary or involuntary prepayments, will be allocated and paid to the series CD 2005-C1 certificateholders (or, if allocable to the class A-2FL or A-MFL REMIC II regular interest while the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, to the swap counterparty), in the amounts and in accordance with the priorities, described under "Description of the Offered Certificates--Payments--Payments of Prepayment Premiums and Yield Maintenance Charges" in this prospectus supplement. Certain limitations exist under applicable state law on the enforceability of the provisions of the underlying mortgage loans that require payment of prepayment premiums or yield maintenance charges. Neither we nor any of the underwriters and/or mortgage loan sellers makes any representation or warranty as to the collectability of any prepayment premium or yield maintenance charge with respect to any of those mortgage loans. See "Certain Legal Aspects of Mortgage Loans--Default Interest and Limitations on Prepayments" in the accompanying prospectus. Proceeds received in connection with the liquidation of any defaulted mortgage loan in the trust fund may be insufficient to pay any prepayment premium or yield maintenance charge due in connection with such involuntary prepayment. Defeasance Loans. One hundred ninety-nine (199) of the mortgage loans that we intend to include in the trust fund, representing 91.9% of the Initial Mortgage Pool Balance, of which 169 mortgage loans are in loan group no. 1, representing 93.0% of the Initial Loan Group No. 1 Balance, and 30 mortgage loans are in loan group no. 2, representing 82.3% of the Initial Loan Group No. 2 Balance, each permit the related borrower to deliver S-107 U.S. Treasury obligations or other government-related securities as substitute collateral for all or a portion of the related mortgaged real property, but prohibit voluntary prepayments during the defeasance period. Each of these mortgage loans permits the related borrower, during specified periods and subject to specified conditions, to pledge to the holder of the mortgage loan the requisite amount of U.S. Treasury obligations or other government securities and obtain a full or partial release of the mortgaged real property or properties. In general, the U.S. Treasury obligations or other government securities that are to be delivered in connection with the defeasance of any mortgage loan must provide for a series of payments that: o will be made on or prior, but as closely as possible, to all successive due dates through and including the maturity date (or, in some cases, through and including the beginning of the subject mortgage loan's open prepayment period); and o will, in the case of each due date, be in a total amount equal to or greater than the monthly debt service payment, including any applicable balloon payment, scheduled to be due on that date, with any excess to be returned to the related borrower. For purposes of determining the defeasance collateral for an ARD Loan, however, that mortgage loan will be treated as if a balloon payment is due on its anticipated repayment date. Generally, in connection with any delivery of defeasance collateral, the related borrower will be required to deliver a security agreement granting the trust a first priority security interest in the collateral. No borrower will be permitted to defease the related mortgage loan prior to the second anniversary of the date of initial issuance of the offered certificates. Due-on-Sale and Due-on-Encumbrance Provisions. All of the mortgage loans that we intend to include in the trust fund contain both a due-on-sale clause and a due-on-encumbrance clause. In general, except for the permitted transfers discussed below, these clauses either: o permit the holder of the related mortgage to accelerate the maturity of the mortgage loan if the borrower sells or otherwise transfers or encumbers the corresponding mortgaged real property; or o prohibit the borrower from doing so without the consent of the holder of the mortgage. See "Legal Aspects of Mortgage Loans--Due-on-Sale and Due-on-Encumbrance Provisions" in the accompanying prospectus. All of the mortgage loans that we intend to include in the trust fund permit one or more of the following types of transfers: o transfers of the corresponding mortgaged real property or of ownership interests in the related borrower if specified conditions are satisfied; o a transfer of the corresponding mortgaged real property or of ownership interests in the related borrower to a person that is affiliated with or otherwise related to the borrower; o transfers of the corresponding mortgaged real property or of ownership interests in the related borrower to specified entities or types of entities; o transfers of ownership interests in the related borrower for estate-planning purposes; S-108 o transfers of non-controlling ownership interests in the related borrower; o involuntary transfers caused by the death of any owner, general partner or manager of the related borrower; o changes of ownership among existing partners or members of the related borrower; o issuance by a related borrower of new partnership or membership interests; or o other transfers similar to the foregoing. ADDITIONAL LOAN AND PROPERTY INFORMATION Escrows and Reserves. Information regarding escrows and reserves with respect to the underlying mortgage loans is presented on Annex A-1 to this prospectus supplement. Delinquencies. None of the mortgage loans that we intend to include in the trust fund was more than 30 days delinquent with respect to any monthly debt service payment as of the cut-off date. Tenant Matters. Described and listed below are certain special considerations regarding tenants at the mortgaged real properties securing the mortgage loans that we intend to include in the trust fund: o One hundred three (103) of the mortgaged real properties, securing 42.5% of the Initial Mortgage Pool Balance and 47.3% of the Initial Loan Group No. 1 Balance, are, in each case, a commercial property that is leased to one or more tenants that each occupy 25% or more of the net rentable area of the particular property. A number of companies are tenants at more than one of the mortgaged real properties. o There are several cases in which a particular entity is a tenant at more than one of the mortgaged real properties, and although it may not be a major tenant at any of those properties, it is significant to the success of the properties. o Two (2) mortgaged real properties, securing 1.1% of the Initial Mortgage Pool Balance and 11.1% of the Initial Loan Group No. 2 Balance, are multifamily rental properties that have material concentrations of student tenants or is a student housing facility. o Certain of the multifamily rental properties receive rent subsidies from the United States Department of Housing and Urban Development under its Section 8 program or otherwise. o With respect to certain of the mortgage loans, the related borrower has given to certain tenants, or the project developer has retained, an option to purchase, a right of first refusal or a right of first offer to purchase all or a portion of the related mortgaged real property in the event a sale is contemplated. This may impede the lender's ability to sell the related mortgaged real property at foreclosure, or, upon foreclosure, this may affect the value and/or marketability of the related mortgaged real property. o Certain of the mortgaged real properties may be leased in whole or in part by government-sponsored tenants who may have certain rights to cancel their leases or reduce the rent payable with respect to such lease at any time for, among other reasons, a lack of appropriations. o With respect to certain of the mortgage loans, one or more of the tenants at the related mortgaged real property have yet to take possession of their leased premises or may have taken possession of S-109 their leased premises but have yet to open their respective businesses to the general public and, in some cases, may not have commenced paying rent under their leases. For instance, in the case of one (1) mortgage loan, (loan number 111) representing 0.2 % of the Initial Mortgage Pool Balance and 0.3% of the Initial Loan Group No. 1 Balance, respectively, a significant tenant, leasing more than 90% of the related mortgaged real property's gross leasable area is not yet in occupancy. There can be no assurances that a prolonged delay in the opening of business to the general public will not negatively impact tenant's ability to fulfill its obligations under its respective lease. Ground Leases. Six (6) of the mortgage loans that we intend to include in the trust fund (loan numbers 12, 17, 133, 156, 158 and 224), collectively representing 3.0% of the Initial Mortgage Pool Balance and 3.4% of the Initial Loan Group No. 1 Balance, respectively, are each secured by a mortgage lien on the borrower's leasehold interest in the corresponding mortgaged real property, but not on the fee simple interest in that property. Three (3) of the mortgage loans that we intend to include in the trust fund, collectively representing 4.9% of the Initial Mortgage Pool Balance and 5.5% of the Initial Loan Group No. 1 Balance, respectively, are each secured by a mortgage lien on the borrower's leasehold interest in certain portions of the corresponding mortgaged real property and by the borrower's fee simple interest in the remainder of the mortgaged real property. With respect to all of these mortgage loans, the term of the related ground lease, after giving effect to all extension options exercisable by the lender, expires more than 10 years after the stated maturity date of the related mortgage loan, and the related ground lessor has agreed to give, or the related ground lease provides that the ground lessor must give, the holder of each leasehold mortgage loan we intend to include in the trust notice of, and the right to cure, any default or breach by the ground lessee. The mortgage loans identified in the preceding paragraph do not include mortgage loans secured by overlapping fee simple and leasehold interests in the related mortgaged real property. Additional and Other Financing. Additional Secured Debt. As indicated under "Risk Factors--Risks Related to the Underlying Mortgage Loans--Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt Secured by the Related Mortgaged Real Property" in this prospectus supplement, the mortgaged real properties with respect to certain mortgage loans (loan number 3, 12, 15 and 61) also secure other loans not included in the trust fund, as described below. In the case of the underlying mortgage loans described under "--The Loan Combinations" below, the mortgaged real property or properties that secure each such underlying mortgage loan also secure one or more related mortgage loans that are not included in the trust. See "--The Loan Combinations" below for a more detailed description, with respect to each Loan Combination, of the related co-lender arrangement and the priority of payments among the mortgage loans comprising such loan combination. Mezzanine Debt. As indicated under "Risk Factors--Risks Related to the Underlying Mortgage Loans--In the Case of Some of the Mortgage Loans That We Intend to Include in the Trust Fund, One or More of the Principals of the Related Borrower Have Incurred or Are Permitted to Incur Mezzanine Debt" in this prospectus supplement, in the case of 27 mortgage loans that we intend to include in the trust fund, representing 30.2% of the Initial Mortgage Pool Balance, of which 25 mortgage loans are in loan group no. 1, representing 32.5% of the Initial Loan Group No. 1 Balance, and two (2) mortgage loans are in loan group no. 2, representing 9.8% of the Initial Loan Group No. 2 Balance, one or more of the principals of the related borrower have incurred or are permitted to incur mezzanine debt as described below. In the case of five (5) mortgage loans (loan numbers 5, 47, 103, 183 and 197), representing 3.7% of the Initial Mortgage Pool Balance and 4.1% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower have incurred mezzanine debt, in the original principal amounts of $25,860,000, $6,125,000, S-110 $1,069,000, $750,000 and $500,000, respectively, which are subject to intercreditor agreements providing for the subordination of the related mezzanine loan, the standstill of the related mezzanine lender's remedies and the limitation of the ability of the related mezzanine lender to foreclose on any collateral. Furthermore, the cash management provisions of the related mortgage loan documents provide for payments of the related mezzanine loan only from excess cash flow. In the case of one (1) mortgage loan (loan number 7) that we intend to include in the trust fund, representing 2.2% of the Initial Mortgage Pool Balance and 2.5% of the Initial Loan Group No. 1 Balance, one or more of the principals of the related borrower obtained a mezzanine loan in the amount of $33,000,000, secured by the ownership interests in the borrower under the related mortgage loan and the ownership interests of an affiliate of the borrower, which affiliate is itself a borrower under a $144,000,000 first mortgage loan that will not be an asset of this trust fund and is not cross-collateralized with the related mortgage loan in the trust fund. Additionally, one or more principals of the borrower are permitted to incur mezzanine debt, in an amount not to exceed $10,000,000, subject to certain conditions, including (i) that the debt service coverage ratio of the subject mortgage loan is not less than the debt service coverage ratio at the origination date of the mortgage loan, (ii) the combined debt service coverage ratio of (a) the mortgage loan, (b) the existing mezzanine loan (described above), and (c) the $144,000,000 first mortgage loan that was made to an affiliate of the borrower and that is not an asset of this trust fund, (iii) the future mezzanine loan, is not less than 1.0:1 and (iv) the loan-to-value ratio of the mortgage loan and the future mezzanine loan does not exceed the loan-to-value ratio as of the origination date of the mortgage loan. In the case of one (1) mortgage loan (loan number 35) that we intend to include in the trust fund, representing 0.6% of the Initial Mortgage Pool Balance and 0.7% of the Initial Loan Group No. 1 Balance, the borrower's equity owners pledged their equity interests in the borrower to secure a loan to the borrower in the original principal amount of $5,000,000. The lender under the other loan executed a subordination and standstill agreement with the mortgagee, pursuant to which it has agreed that such debt is subject and subordinate to the mortgage loan. In the case of one (1) mortgage loan (loan number 71) that we intend to include in the trust fund, representing 0.3% of the Initial Mortgage Pool Balance and 3.4% of the Initial Loan Group No. 2 Balance, an equity owner of the borrower, that has a non-controlling limited partnership interest in the borrower, obtained a loan in the original principal amount of $2,700,000 secured by a pledge of its equity interests in the borrower. In the case of one (1) mortgage loan (loan number 1) that we intend to include in the trust fund, representing 7.5% of the Initial Mortgage Pool Balance and 8.3% of the Initial Loan Group No. 1 Balance, holders of the direct or indirect interests in the borrower are permitted to incur future mezzanine debt, subject to certain conditions in the loan documents that include, but are not limited to, the execution of an acceptable intercreditor agreement and rating agency confirmation. In the case of one (1) mortgage loan (loan number 3), representing 3.9% of the Initial Mortgage Pool Balance and 4.3% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower are permitted to incur mezzanine debt in accordance with the terms of the related loan documents, including without limitation, (a) the minimum debt service coverage ratio must be 1.2x with a 70% combined loan-to-value ratio, (b) the mezzanine lender must be reasonably approved by lender and (c) the mezzanine lender must execute an intercreditor agreement satisfactory to lender. In the case of one (1) mortgage loan (loan number 6) that we intend to include in the trust fund, representing 2.6% of the Initial Mortgage Pool Balance and 2.9% of the Initial Loan Group No. 1 Balance, the related loan documents permit future mezzanine financing, provided that, among other conditions, (i) the mezzanine financing and the subject mortgage loan together have a combined loan-to-value ratio of not more than 80% and a combined debt service coverage ratio of at least 1.40x; (ii) the mezzanine lender must enter into an intercreditor agreement acceptable to the rating agencies and reasonably acceptable to the lender; and (iii) the S-111 lender must receive written confirmation from each rating agency that such financing will not result in a downgrade, withdrawal or qualification of the ratings then assigned to the series CD 2005-C1 certificates. In the case of five (5) mortgage loans (loan numbers 9, 89, 93, 94, and 210), representing 2.2% of the Initial Mortgage Pool Balance and 2.5% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower are permitted to incur mezzanine debt in accordance with the terms of the related loan documents, including without limitation, (a) the minimum debt service coverage ratio must be 1.10x with an 90% combined loan-to-value ratio, (b) the mezzanine lender must be reasonably approved by lender and (c) the mezzanine lender must execute an intercreditor agreement satisfactory to lender. In the case of one (1) mortgage loan (loan number 11) that we intend to include in the trust fund, representing 1.5% of the Initial Mortgage Pool Balance and 1.6% of the Initial Loan Group No. 1 Balance, one or more of the principals of the borrower are permitted to obtain mezzanine debt provided, among other things, the combined debt service coverage ratio for the underlying mortgage loan and the related mezzanine loan may not be less than 1.20x, the combined loan-to-value ratio of the underlying mortgage loan and the related mezzanine loan may not exceed 80%, and an acceptable subordination and standstill agreement must be delivered. In the case of one (1) mortgage loan (loan number 12) that we intend to include in the trust fund, representing 1.4% of the Initial Mortgage Pool Balance and 1.6% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower are permitted to incur mezzanine debt, in an amount not to exceed $50,000,000, subject to certain conditions, including that the combined debt service coverage ratio of the subject mortgage loan and the related mezzanine debt is greater than or equal to 110% of the debt service coverage ratio of the subject mortgage loan and the related mezzanine debt as of the loan closing date and the combined loan-to-value ratio of the subject mortgage loan and the related mezzanine debt is not greater than 55%, as determined by a new appraisal. In the case of three (3) mortgage loans (loan numbers 38, 103 and 115), representing 1.1% of the Initial Mortgage Pool Balance and 1.2% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower are permitted to incur mezzanine debt in accordance with the terms of the related loan documents, including without limitation, (a) the minimum debt service coverage ratio must be 1.10x with an 85% combined loan-to-value ratio, (b) the mezzanine lender must be reasonably approved by lender and (c) mezzanine lender must execute an intercreditor agreement satisfactory to lender. In the case of one (1) mortgage loan (loan number 15), representing 1.1% of the Initial Mortgage Pool Balance and 1.2% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower are permitted to incur mezzanine debt in accordance with the terms of the related loan documents, including without limitation, (a) the minimum debt service coverage ratio must be 1.27x with a 76% combined loan-to-value ratio, (b) the mezzanine lender must be reasonably approved by lender and (c) the mezzanine lender must execute an intercreditor agreement satisfactory to lender. In the case of one (1) mortgage loan (loan number 34), representing 0.7% of the Initial Mortgage Pool Balance and 6.4% of the Initial Loan Group No. 2 Balance, the loan documents permit the principals of the borrower to incur mezzanine debt, in connection with a sale of the property and assumption of the mortgage loan, subject to conditions, including, that the debt service coverage ratio on the combined mortgage loan and the mezzanine debt be at least 1.20x and the loan-to-value ratio on the combined debt be not greater than 80%. In the case of one (1) mortgage loan (loan number 51), representing 0.5% of the Initial Mortgage Pool Balance and 0.5% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower are permitted to incur mezzanine debt in accordance with the terms of the related loan documents, including without limitation, (a) the minimum debt service coverage ratio must be 1.20x with an 80% combined loan-to-value ratio, (b) the mezzanine lender must be reasonably approved by lender and (c) the mezzanine lender must execute an intercreditor agreement satisfactory to lender. S-112 In the case of one (1) mortgage loan (loan number 48), representing 0.5% of the Initial Mortgage Pool Balance and 0.5% of the Initial Loan Group No. 1 Balance, one or more principals of the related borrower are permitted to incur mezzanine debt in accordance with the terms of the related loan documents, including without limitation, (a) the minimum debt service coverage ratio must be 1.3x with an 80% combined loan-to-value ratio, (b) the mezzanine lender must be reasonably approved by lender and (c) the mezzanine lender must execute an intercreditor agreement satisfactory to lender. In the case of one (1) mortgage loan (loan number 92) that we intend to include in the trust fund, representing 0.3% of the Initial Mortgage Pool Balance and 0.3% of the Initial Loan Group No. 1 Balance, on a date that is at least 12 months after the mortgage loan closing date, one or more principals of the related borrower are permitted to incur mezzanine debt, subject to certain conditions, including that the combined debt service coverage ratio of the related mortgage loan and the mezzanine debt is not less than the debt service coverage ratio of the related mortgage loan and the mezzanine debt as at the time of closing the mortgage loan and the combined loan-to-value ratio of the related mortgage loan and the mezzanine debt is not greater than the loan-to-value ratio of the related mortgage loan and the mezzanine debt at loan closing. In the case of two (2) mortgage loans (loan numbers 110 and 189), representing 0.2% and 0.1%, respectively, of the Initial Mortgage Pool Balance and 0.3% and 0.1%, respectively, of the Initial Loan Group No. 1 Balance, the loan documents permit the principals of the borrower to incur mezzanine debt, provided it is expressly approved in writing by the lender in its sole and absolute discretion. Additional Unsecured Debt. As indicated under "Risk Factors--Risks Related to the Underlying Mortgage Loans--Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt That Is Not Secured by the Related Mortgaged Real Property or by Equity Interests in Those Borrowers", the borrowers with respect to five (5) mortgage loans (loan numbers 54, 144, 208, 216 and 222) that we intend to include in the trust fund, representing 0.8% of the Initial Mortgage Pool Balance, of which four (4) mortgage loans are in loan group no. 1, representing 0.9% of the Initial Loan Group No. 1 Balance, and one (1) mortgage loan is in loan group no. 2, representing 0.4% of the Initial Loan Group No. 2 Balance, have incurred or are permitted to incur additional unsecured debt. In the case of one (1) mortgage loan (loan number 10), representing 1.5% of the Initial Mortgage Pool Balance and 14.6% of the Initial Loan Group No. 2 Balance, the borrower is involved in litigation related to non-payment of a purchase money note. For additional information regarding this litigation, see "Risk Factors--Risks Related to the Underlying Mortgage Loans--Litigation May Adversely Affect Performance" herein and "Annex B--Description of the Fifteen Largest Mortgage Loans and/or Groups of Cross Collateralized Mortgage Loans--Union Square Apartments--Additional Financing." In the case of one (1) mortgage loan (loan number 54) that we intend to include in the trust fund, representing 0.5% of the Initial Mortgage Pool Balance and 0.5% of the Initial Loan Group No. 1 Balance, the related borrower is also permitted to incur debt from one of its principals in a principal amount not to exceed $2,700,000, of which $2,000,000 is currently outstanding, subject to a subordination and standstill agreement entered into between the mortgagee and the lender, pursuant to which such lender has agreed that such debt is subject and subordinate to the subject mortgage loan. In addition, the related borrower is permitted to incur unsecured debt in an amount not to exceed $900,000, provided that such debt matures within 24 months of its incurrence and the other lender enters into a subordination and standstill agreement with the mortgagee, pursuant to which the other lender agrees that such debt is subject and subordinate to the subject mortgage loan. In the case of one (1) mortgage loan (loan number 208) that we intend to include in the trust, representing 0.1% of the initial mortgage pool balance and 0.1% of the initial loan group no. 1 balance, the related borrower has the right to request that lender consent to additional financing, so long as such financing is not secured by the related mortgaged property, and lender agrees not to unreasonably withhold its consent to any such request. S-113 Substantially all the mortgage loans permit the related borrower to incur limited indebtedness in the ordinary course of business that is not secured by the related mortgaged real property. For example, in the case of one (1) mortgage loan (loan number 216) that we intend to include in the trust, representing 0.1% of the Initial Mortgage Pool Balance and 0.1% of the Initial Loan Group No. 1 Balance, the related borrower under a mortgage loan is permitted to obtain an unsecured $500,000 line of credit to be used towards operating expenses and capital improvements at the related mortgaged real property. Additionally, in the case of those underlying mortgage loans that require or allow letters of credit to be posted by the related borrower as additional security for the subject mortgage loan, in lieu of reserves or otherwise, the related borrower may be obligated to pay fees and expenses associated with the letter of credit and/or to reimburse the letter of credit issuer or others in the event of a draw upon the letter of credit by the lender. Except as disclosed under this "--Additional and Other Financing" subsection and "Risk Factors--Risks Related to the Underlying Mortgage Loans--Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt Secured by the Related Mortgaged Real Property", "--Risks Related to the Underlying Mortgage Loans--Some of the Underlying Borrowers Have Incurred or Are Permitted to Incur Additional Debt That Is Not Secured by the Related Mortgaged Real Property or by Equity Interests in Those Borrowers" and "--In the Case of Some of the Mortgage Loans That We Intend to Include in the Trust Fund, One or More of the Principals of the Related Borrower Have Incurred or Are Permitted to Incur Mezzanine Debt" in this prospectus supplement, we have not been able to confirm whether the respective borrowers under the mortgage loans that we intend to include in the trust fund have any other debt outstanding or whether the principals of those borrowers have any mezzanine debt outstanding. Such debt may be outstanding despite our inability to confirm its existence. Environmental Reports. A third-party environmental consultant conducted a Phase I environmental study for all but three (3) of the mortgaged real properties securing the mortgage loans that we intend to include in the trust fund. The resulting Environmental Reports were prepared: o in the case of 256 mortgaged real properties, securing 99.2% of the Initial Mortgage Pool Balance (of which 224 mortgaged real properties secure mortgage loans in loan group no. 1, representing 99.2% of the Initial Loan Group No. 1 Balance, and 32 mortgaged real properties secure mortgage loans in loan group no. 2, representing 99.2% of the Initial Loan Group No. 2 Balance), during the 12-month period preceding the cut-off date; and o in the case of two (2) mortgaged real properties, securing 0.7% of the Initial Mortgage Pool Balance and 0.7% of the Initial Loan Group No. 1 Balance, respectively, during the 12- to 19-month period preceding the cut-off date. In the case of each of the three (3) mortgaged real properties referred to above as exceptions (loan numbers 220, 222 and 223), representing 0.1% of the Initial Mortgage Pool Balance, of which one (1) mortgaged real property secures a mortgage loan in loan group no. 1, representing 0.1% of the Initial Loan Group No. 1 Balance, and two (2) mortgaged real properties secure mortgage loans in loan group no. 2, representing 0.8% of the Initial Loan Group No. 2 Balance, an environmental insurance policy has been obtained in lieu of conducting an environmental study. See "Environmental Insurance" below. The environmental investigation at any particular mortgaged real property did not necessarily cover all potential environmental issues. For example, tests for radon, mold, lead-based paint, and lead in drinking water were generally performed only at multifamily rental properties and only when the environmental consultant or originator of the related mortgage loan believed this testing was warranted under the circumstances. S-114 The above-described environmental investigations identified various adverse or potentially adverse environmental conditions at some of the mortgaged real properties. If the particular condition is significant, it could result in a claim for damages by any party injured by that condition. In many cases, the identified condition related to the suspected or confirmed presence of asbestos-containing materials, mold, lead-based paint and/or radon. Where these substances were suspected or present, and depending upon the condition of the substances, the environmental consultant generally recommended, and the lender required, the implementation of the recommendations prior to closing, or the escrowing of funds sufficient to effect such recommendations, including: o that the substances not be disturbed and that additional testing be performed prior to any renovation or demolition activities; or o the establishment of an operation and maintenance plan to address the issue; or o an abatement or removal program and, where appropriate, a notification program. In other cases, where the environmental consultant recommended specific remediation of a material adverse environmental condition, the related originator of the mortgage loan generally required the related borrower: 1. to carry out the specific remedial measures prior to closing; or 2. to carry out the specific remedial measures post-closing and deposit with the lender a cash reserve in an amount equal to at least 100% of the estimated cost to complete the remedial measures; or 3. to obtain from a party with financial resources reasonably estimated to be adequate to cure the subject violation in all material respects a guaranty or indemnity to cover the costs of any necessary remedial measures; or 4. to obtain environmental insurance (in the form of a secured creditor impaired property policy or other form of environmental insurance). However, some borrowers under the mortgage loans have not yet satisfied all post-closing obligations required by the related loan documents with respect to environmental matters. In addition, there can be no assurance that these obligations or the recommended operations and maintenance plans have been or will continue to be implemented, or that the cost of implementing them will not exceed the estimated cost. If any adverse environmental conditions are not properly addressed or monitored over time by the related borrower, it could result in a significant loss or environmental liability for the trust. In some cases, residual contamination does or will remain at a mortgaged real property after remedial action is performed. While the presence of this residual contamination may be acceptable today, there can be no assurance that future legal requirements, prospective purchasers or future owners will not require additional investigation or cleanup. In some cases, the environmental consultant did not recommend that any action be taken with respect to a potential adverse environmental condition at a mortgaged real property because: o an environmental consultant investigated those conditions and recommended no further investigations or remediation; or o the responsible party or parties with respect to that condition had already been identified; or S-115 o the responsible party or parties currently monitor actual or potential adverse environmental conditions at that property; or o the levels of hazardous substances at that property were found to be below or very close to applicable thresholds for reporting, abatement or remediation; or o the property had been accepted into a state-funded remediation program; or o a letter was obtained from the applicable regulatory authority stating that no further action was required, or the issue has received proper closure with the applicable regulatory authority. However, there can be no assurance that the responsible party or parties, in each case, are financially able or will actually correct the problem. In some of these cases, the responsible party or parties have installed monitoring wells on the mortgaged real property and/or need access to the mortgaged real property for monitoring or to perform remedial action. In some cases, the environmental report for a mortgaged real property identified potential environmental problems at nearby properties, including but not limited to spills of hazardous materials and leaking underground storage tanks. In those cases, the environmental reports indicated that: o the subject mortgaged real property had not been affected; o the potential for the problem to affect the subject mortgaged real property was limited; o the party or parties responsible for remediating the potential environmental problems had been identified; or o there was no evidence to suggest that there has been an adverse environmental impact to the subject mortgaged real property. In those cases where the party or parties responsible for remediation had been identified, there can be no assurance that such party or parties, in each case, are financially able or will actually correct the problem. The information contained in this prospectus supplement regarding environmental conditions at the mortgaged real properties is based on the environmental site assessments referred to in this "--Environmental Reports" subsection and has not been independently verified by: o us; o any of the mortgage loan sellers; o any of the underwriters; o the master servicer; o the special servicer; o the trustee; or o the affiliates of any of these parties. S-116 There can be no assurance that the environmental assessments or studies, as applicable, identified all adverse environmental conditions and risks at, or that any environmental conditions will not have a material adverse effect on the value of or cash flow from, one or more of the mortgaged real properties or will not result in a claim for damages by a party injured by the condition. The series CD 2005-C1 pooling and servicing agreement requires that the special servicer obtain an environmental site assessment of a mortgaged real property prior to acquiring title to the property or assuming its operation. This requirement precludes enforcement of the security for the related mortgage loan until a satisfactory environmental site assessment is obtained or until any required remedial action is taken. In addition, there can be no assurance that the requirements of the series CD 2005-C1 pooling and servicing agreement will effectively insulate the trust from potential liability for a materially adverse environmental condition at any mortgaged real property. Environmental Insurance. In the case of three (3) mortgage loans (loan numbers 220, 222 and 223) that we intend to include in the trust fund, representing 0.1% of the Initial Mortgage Pool Balance, of which one (1) mortgage loan is in loan group no. 1, representing 0.1% of the Initial Loan Group No. 1 Balance, and two (2) mortgage loans are in loan group no. 2, representing 0.8% of the Initial Loan Group No. 2 Balance, the related mortgaged real properties are covered by individual secured creditor impaired property environmental insurance policies, which were obtained in lieu of a Phase I environmental study. In general, each policy insures the trust fund against losses resulting from certain known and unknown environmental conditions in violation of applicable environmental standards at the subject mortgaged real properties during the applicable policy periods, which periods continue at least five years beyond the maturity date of the mortgage loans to which they relate. Subject to certain conditions and exclusions, each insurance policy, by its terms, generally provides coverage, up to a maximum of 125% of the original loan balance, against (i) losses resulting from default under the mortgage loans to which they relate if on-site environmental conditions in violation of applicable environmental standards are discovered at the mortgaged real properties during the policy periods and no foreclosures of the mortgaged real properties have taken place, (ii) losses from third-party claims against the trust during the policy periods for bodily injury, property damage or clean-up costs resulting from environmental conditions at or emanating from the mortgaged real properties, and (iii) after foreclosure, costs of clean-up of environmental conditions in violation of applicable environmental standards discovered during the policy periods to the extent required by applicable law, including any court order or other governmental directive. Property Condition Assessments. All of the mortgaged real properties securing mortgage loans that we intend to include in the trust fund were inspected by professional engineers or architects. Two hundred fifty-eight (258) of those mortgaged real properties, securing 99.1% of the Initial Mortgage Pool Balance, of which 224 mortgaged real properties secure mortgage loans in loans group no. 1, representing 99.0% of the Initial Loan Group No. 1 Balance and 34 mortgaged real properties secure mortgage loans in loan group no. 2, representing 100.0% of the Initial Loan Group No. 2 Balance, were inspected during the 12-month period preceding the cut-off date, and three (3) of those mortgaged real properties securing mortgage loans representing 0.9% of the Initial Mortgage Pool Balance and 1.0% of the Initial Loan Group No. 1 Balance, respectively, were inspected during the 12- to 19- month period preceding the cut-off date. These inspections included an assessment of the general condition of the mortgaged real properties' exterior walls, roofing, interior construction, mechanical and electrical systems and the general condition of the site, buildings and other improvements located at each of the mortgaged real properties. The inspections identified various deferred maintenance items and necessary capital improvements at some of the mortgaged real properties. The resulting inspection reports generally included an estimate of cost for any recommended repairs or replacements at a mortgaged real property. When repairs or replacements were recommended, the related borrower was generally required to: o carry out necessary repairs or replacements; or S-117 o establish reserves, generally in the amount of 125% of the estimated cost of the repairs or replacements necessary to cure the deferred maintenance items identified in the inspection report that, at the time of origination, remained outstanding, with that estimated cost being based upon the estimates given in the inspection report, or, in certain cases, upon an actual contractor's estimate. There can be no assurance that another inspector would not have discovered additional maintenance problems or risks, or arrived at different, and perhaps significantly different, judgments regarding the problems and risks disclosed by the respective inspection reports and the cost of corrective action. Appraisals and Market Studies. An independent appraiser that is state-certified and/or a member of the Appraisal Institute prepared an appraisal of each of the mortgaged real properties securing the mortgage loans that we intend to include in the trust fund, in order to establish the approximate value of the property. Those appraisals are the basis for the appraised values for the respective mortgaged real properties set forth on Annex A-1 to this prospectus supplement. For 258 mortgaged real properties, securing 99.1% of the Initial Mortgage Pool Balance, of which 224 mortgaged real properties secure mortgage loans in loan group no. 1, representing 99.0% of the Initial Loan Group No. 1 Balance, and 34 mortgaged real properties secure mortgage loans in loan group no. 2, representing 100.0% of the Initial Loan Group No. 2 Balance, the appraised value is as of a date within 12 months of the cut-off date. For three (3) mortgaged real properties, securing 0.9% of the Initial Mortgage Pool Balance, and 1.0% of the Initial Loan Group No. 1 Balance, the appraised value is as of a date during the 12-to 19-month period preceding the cut-off date. In some cases, an appraisal contained an "as is" value, with an "as of" date consistent with the date that the appraisal was prepared, and a "stabilized" value, with a specified future "as of" date. For mortgaged real properties where the specified conditions for the stabilized value were met, the stabilized value "as of" date was used in the above analysis, with certain exceptions, where stabilized values were used even when specified conditions have not been met. Each of the appraisals referred to above represents the analysis and opinions of the appraiser at or before the origination of the related underlying mortgage loan. The appraisals are not guarantees of, and may not be indicative of, the present or future value of the subject mortgaged real property. There can be no assurance that another appraiser would not have arrived at a different valuation of any particular mortgaged real property, even if the appraiser used the same general approach to, and the same method of, appraising that property. Neither we nor any of the underwriters has confirmed the values of the respective mortgaged real properties in the appraisals referred to above. In general, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated seller. However, this amount could be significantly higher than the amount obtained from the sale of a property under a distress or liquidation sale. The appraisal upon which the appraised value for each mortgaged real property is based contains, or is accompanied by a separate letter that contains, a statement by the respective appraiser, to the effect that the appraisal guidelines set forth in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed in preparing that appraisal. However, neither we nor any of the underwriters, the related mortgage loan seller or the related originator has independently verified the accuracy of this statement. Zoning and Building Code Compliance. Each mortgage loan seller has, with respect to the mortgage loans that it is selling to us for inclusion in the trust fund, examined whether the use and operation of the related mortgaged real properties were in material compliance with all zoning and land-use ordinance, rules, regulations and orders applicable to those real properties at the time of origination. The mortgage loan sellers may have considered-- S-118 o legal opinions or zoning consultant's reports, o certifications from, and/or discussions with, government officials, o information contained in appraisals, surveys and site plan, o title insurance endorsements, o representations by the related borrower contained in the related mortgage loan documents, or o property condition assessments undertaken by independent licensed engineers, in determining whether the mortgaged real properties were in compliance. In some cases, the use, operation or structure of a mortgaged real property constitutes a permitted nonconforming use or structure. Generally, the improvements on that mortgaged real property may not be rebuilt to their current state in the event that those improvements are materially damaged or destroyed. Generally, where a mortgaged real property constitutes a permitted nonconforming use or structure and the improvements on the particular property may not be rebuilt to their current specifications in the event of a major casualty, the related mortgage loan seller conducted an analysis as to: o whether the extent of the nonconformity is material; o whether sufficient insurance proceeds would be available to restore the mortgaged real property in accordance with then-applicable requirements, and whether the mortgaged real property, if permitted to be repaired or restored in conformity with current law, would be adequate security for the related mortgage loan; o the extent of the risk that the mortgaged real property would suffer a material casualty of a magnitude that applicable ordinances would require conformity with current requirements, is remote; and/or o whether the insurance proceeds, together with the value of the remaining property, would be sufficient to pay the loan. There is no assurance, however, that any such analysis was correct, or that the above determinations were made in each and every case. Hazard, Liability and Other Insurance. Although exceptions exist, the loan documents for each of the mortgage loans we intend to include in the trust fund generally require the related borrower to maintain with respect to the corresponding mortgaged real property the following insurance coverage: o except in the case of manufactured housing, hazard insurance in an amount, subject to a customary deductible, that is at least equal to the lesser of-- 1. the outstanding principal balance of the mortgage loan, and 2. replacement cost or the full insurable replacement cost of the improvements located on the insured property; o if any portion of the improvements at the property are in an area identified in the federal register by the Flood Emergency Management Agency as having special flood hazards, flood insurance S-119 meeting the requirements of the Federal Insurance Administration guidelines in an amount that is equal to the least of-- 1. the outstanding principal balance of the related mortgage loan, 2. the full insurable value of the insured property, and 3. the maximum amount of insurance available under the National Flood Insurance Act of 1968; o comprehensive general liability insurance against claims for personal and bodily injury, death or property damage occurring on, in or about the insured property, in an amount at least equal to $1,000,000 per occurrence; o business interruption or rent loss insurance either in an amount not less than 100% of the projected rental income or revenue from the insured property for at least 12 months or, alternatively, in an amount as may be required by the lender; and o if the mortgaged real property is in an area identified as having a high risk of loss due to windstorms, as described under "Risk Factors--Risks Related to the Underlying Mortgage Loans--Uninsured Loss; Sufficiency of Insurance" in this prospectus supplement, windstorm insurance. In general, the mortgaged real properties for the mortgage loans that we intend to include in the trust fund are not insured against earthquake risks. Forty-seven (47) mortgaged real properties, securing 19.5% of the Initial Mortgage Pool Balance, of which 40 of those mortgaged real properties secure mortgage loans in loan group no. 1, representing 19.4% of the Initial Loan Group No. 1 Balance, and seven (7) of those mortgaged real properties secure mortgage loans in loan group no. 2, representing 20.5% of the Initial Loan Group No. 2 Balance, are located in seismic zones 3 and 4, which are areas that are considered to have a high earthquake risk. In most of these cases, a third-party consultant conducted seismic studies to assess the probable maximum loss ("PML") for the property. In general, those studies were performed in accordance with generally accepted industry standard assumptions and methodologies. In the case of two (2) of these mortgaged real properties, securing 0.2% of the Initial Mortgage Pool Balance, of which one (1) mortgaged property secures a mortgage loan (loan number 145) in loan group no. 1 representing 0.2% of the Initial Loan Group No. 1 Balance and one (1) mortgaged real property secures a mortgage loan (loan number 225) in loan group no. 2, representing 0.3% of the Initial Loan Group No. 2 Balance, the resulting reports indicated a probable maximum loss in excess of 20% of the estimated replacement cost of the improvements. In one (1) of these cases (loan number 145), the related originator required the borrower to obtain earthquake insurance. In the other case (loan number 225), in lieu of requiring earthquake insurance, the loan becomes recourse to the borrower and the related guarantor in the event that the mortgaged real mortgage property is partially or wholly destroyed as a result of an earthquake. In the case of some of the mortgaged real properties securing mortgage loans that we intend to include in the trust fund, the insurance covering any of such mortgaged real properties for acts of terrorism may be provided through a blanket policy that also covers properties unrelated to the trust fund. Acts of terrorism at those other properties could exhaust coverage under the blanket policy. No representation is made as to the adequacy of any such insurance coverage provided under a blanket policy, in light of the fact that multiple properties are covered by that policy. THE LOAN COMBINATIONS General. The mortgage pool will include four (4) mortgage loans that are each part of a separate Loan Combination. Each of those Loan Combinations consists of the particular mortgage loan that we intend to include in the trust and one or more other mortgage loans that we will not include in the trust. Each mortgage loan S-120 comprising a particular Loan Combination is evidenced by a separate promissory note. The aggregate debt represented by the entire Loan Combination, however, is secured by the same mortgage(s) or deed(s) of trust on the related mortgaged real property or properties. The mortgage loans that are part of a particular Loan Combination are obligations of the same borrower and are cross-defaulted. The allocation of payments to the respective mortgage loans comprising a Loan Combination, whether on a senior/subordinated or a pari passu basis (or some combination thereof), is either effected through a co-lender agreement or other intercreditor arrangement to which the respective holders of the subject promissory notes are parties and/or may be reflected in the subject promissory notes and/or a common loan agreement. Such co-lender agreement or other intercreditor arrangement will, in general, govern the respective rights of the noteholders, including in connection with the servicing of the respective mortgage loans comprising a Loan Combination. The table below identifies each underlying mortgage loan that is part of a Loan Combination. - ------------------------------------------------- ---------------------------------- ---------------- -------------------------- U/W NCF DSCR RELATED AND CUT-OFF DATE MORTGAGE LOANS THAT ARE RELATED PARI PASSU NON-TRUST SUBORDINATE LOAN-TO-VALUE RATIO OF PART OF A LOAN COMBINATION LOANS NON-TRUST LOANS ENTIRE LOAN COMBINATION - ------------------------------------------------- --------------------------------- ---------------- -------------------------- MORTGAGED PROPERTY NAME % OF INITIAL (AS IDENTIFIED ON ANNEX CUT-OFF DATE MORTGAGE ORIGINAL ORIGINAL U/W CUT-OFF DATE A-1 TO THE ACCOMPANYING PRINCIPAL POOL PRINCIPAL NON-TRUST PRINCIPAL NCF LOAN-TO-VALUE PROSPECTUS SUPPLEMENT) BALANCE BALANCE BALANCE LOAN NOTEHOLDER BALANCE DSCR RATIO - ------------------------- ----------- ----------- ------------ ------------------- ---------------- ----------- ------------- 1. Maine Mall $150,000,000 3.9% NAP NAP $ 41,527,238 1.20x 67.65% $ 37,129,952 - ------------------------- ----------- ------------ ------------ -------------------- ---------------- ----------- ------------- 2. Loews Universal $55,000,000 1.4% $ 65,000,000 COMM series 2005-C6 $ 25,000,000 3.15x 59.45% Hotel Portfolio - ------------------------- ----------- ------------ ------------ -------------------- ---------------- ----------- ------------- $ 80,000,000 GE series 2005-C3 - ------------------------- ----------- ------------ ------------ -------------------- ---------------- ----------- ------------- $100,000,000 J.P. Morgan series $ 25,000,000 2005-CIBC12 - ------------------------- ----------- ------------ ------------ -------------------- ---------------- ----------- ------------- $100,000,000 J.P. Morgan series 2005-LDP3 - ------------------------- ----------- ------------ ------------ -------------------- ---------------- ----------- ------------- 3. Chico Mall $42,000,000 1.1% NAP NAP $ 9,343,373 1.25x 75.21% $ 8,976,967 - ------------------------- ----------- ------------ ------------ -------------------- ---------------- ----------- ------------- 4. Steadfast-Koll $15,365,801 0.4% NAP NAP $ 970,000 1.15x 82.30% Building - ------------------------- ----------- ------------------------- -------------------- ---------------- ----------- ------------- THE MAINE MALL LOAN COMBINATION General. The Maine Mall Mortgage Loan has a cut-off date principal balance of $150,000,000, which represents 3.9% of the Initial Mortgage Pool Balance and 4.3% of the Initial Loan Group No. 1 Balance. The Maine Mall Mortgage Loan is one of three (3) mortgage loans, together referred to as the Maine Mall Loan Combination, that are secured by the Maine Mall Mortgaged Property. The Maine Mall Mortgage Loan is generally senior in right of payment to the Maine Mall Non-Trust Loans, which have an aggregate cut-off date principal balance of $78,657,190. One of the Maine Mall Non-Trust Loans (the "Maine Mall Note B1 Non-Trust Loan"), which has a cut-off date principal balance of $41,527,238, is generally senior in right of payment to the other Maine Mall Non-Trust Loan (the "Maine Mall Note B2 Non-Trust Loan"), which has a cut-off date principal balance of $37,129,952. Each Maine Mall Non-Trust Loan is evidenced by a separate promissory note held by one of our affiliates. Both of those promissory notes are expected to be transferred on or after the securitization closing date to third-party institutional investors. The Maine Mall Non-Trust Loans will be serviced, along with the Maine Mall Mortgage Loan, under the series CD 2005-C1 pooling and servicing agreement by the master servicer and the special servicer, generally as if each Maine Mall Non-Trust Loan was a mortgage loan in the trust fund. The Underwritten NCF Debt Service Coverage Ratio and the Cut-off Date Loan-to-Value Ratio for the Maine Mall Loan Combination (calculated as if it was a single underlying mortgage loan) are 1.20x and 67.65%, S-121 respectively. The Maine Mall Non-Trust Loans are cross-defaulted with each other and with the Maine Mall Mortgage Loan. Maine Mall Intercreditor Agreement. The respective rights of the holder of the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loan Noteholder are governed by an intercreditor agreement (the "Maine Mall Intercreditor Agreement"), which generally provides that: o the Maine Mall Loan Combination Controlling Party will have the ability to advise and direct the master servicer and/or the special servicer with respect to certain specified servicing actions regarding the Maine Mall Loan Combination, including those involving foreclosure or material modification of the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loan (see "Servicing of the Underlying Mortgage Loans--Rights and Powers of the Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" in this prospectus supplement) and to replace the special servicer with respect to the Maine Mall Loan Combination (see "Servicing of the Underlying Mortgage Loans--Replacement of the Special Servicer" in this prospectus supplement); o if the borrower defaults in any of its obligations under the Maine Mall Mortgage Loan, one or both of the Maine Mall Non-Trust Loan Noteholders will have up to five days to cure any monetary default and 30 days to cure any non-monetary default that is susceptible of cure, in each case from the later of the date of the expiration of the borrower's grace period under the loan documents or the Maine Mall Non-Trust Loan Noteholders' receipt of notice of the default from the applicable servicer, subject to limitations on the number of cures contained in the Maine Mall Intercreditor Agreement; and o in the event that (a) any payment of principal or interest on the Maine Mall Mortgage Loan becomes 60 days or more delinquent, (b) the Maine Mall Mortgage Loan is accelerated, (c) the Maine Mall Mortgage Loan is not paid at maturity, (d) the borrower files a petition for bankruptcy or (e) the Maine Mall Mortgage Loan becomes a specially serviced loan and is either in default or a default is reasonably foreseeable, one or both of the Maine Mall Non-Trust Loan Noteholders will have the option to purchase the Maine Mall Mortgage Loan at a price generally equal to the unpaid principal balance of the Maine Mall Mortgage Loan, together with all accrued unpaid interest on the Maine Mall Mortgage Loan (other than Default Interest) to but not including the date of such purchase, and any servicing compensation, advances and interest on advances payable or reimbursable to any party to the series CD 2005-C1 pooling and servicing agreement pursuant thereto (but exclusive of any prepayment consideration and exclusive of any liquidation fees if the purchase is made within 90 days of the option becoming exercisable). The "Maine Mall Loan Combination Controlling Party" will be the Maine Mall Directing Lender or its representative. The "Maine Mall Directing Lender" will be (1) one of the Maine Mall Non-Trust Loan Noteholders, unless (a) a Maine Mall Note B Change of Control Event exists with respect to the Maine Mall Note B2 Non-Trust Loan or the related Maine Mall Non-Trust Loan Noteholder is the borrower under the Maine Mall Loan Combination or an affiliate of that borrower and (b) a Maine Mall Note B Change of Control Event exists with respect to the Maine Mall Note B1 Non-Trust Loan or the related Maine Mall Non-Trust Loan Noteholder is the borrower under the Maine Mall Loan Combination or an affiliate of that borrower, and (2) the holder of the Maine Mall Mortgage Loan, if the conditions set forth in clauses (1)(a) and (1)(b) above are both satisfied. If the trust, as holder of the Maine Mall Mortgage Loan, is the Maine Mall Directing Lender, then the series CD 2005-C1 pooling and servicing agreement will designate the series CD 2005-C1 controlling class representative to be the Maine Mall Loan Combination Controlling Party. A "Maine Mall Note B Change of Control Event" will exist with respect to a Maine Mall Non-Trust Loan if and for so long as (1) the sum of (a) an amount generally equal to the unpaid principal balance of that Maine S-122 Mall Non-Trust Loan, net of that portion of any existing Appraisal Reduction Amount with respect to the Maine Mall Loan Combination that is allocable to that Maine Mall Non-Trust Loan, plus (b) the amount of any cash collateral or letters of credit posted by the related Maine Mall Non-Trust Loan Noteholder to maintain control of the Maine Mall Loan Combination, if any, is equal to or greater than (2) an amount generally equal to 25% of the unpaid principal balance of that Maine Mall Non-Trust Loan. For purposes of the foregoing, any Appraisal Reduction amount with respect to the Maine Mall Loan Combination will be allocated: first, to the Maine Mall Note B2 Non-Trust Loan, up to the unpaid principal amount thereof; second, to the Maine Mall Note B1 Non-Trust Loan, up to the unpaid principal amount thereof; and last, to the Maine Mall Mortgage Loan. Priority of Payments. Pursuant to the Maine Mall Intercreditor Agreement, following the allocation of payments to each mortgage loan in the Maine Mall Loan Combination in accordance with the related loan documents, unless there exists (without remedy by a Maine Mall Non-Trust Loan Noteholder) either (a) a monetary event of default as to the Maine Mall Mortgage Loan or (b) a non-monetary event of default with respect to the Maine Mall Mortgage Loan at a time when the Maine Mall Mortgage Loan is being specially serviced, collections on the Maine Mall Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner: o first, to the Maine Mall Mortgage Loan, in an amount up to all accrued and unpaid interest (other than Default Interest) on the principal balance thereof (net of related master servicing fees), until all such interest is paid in full; o second, to the Maine Mall Mortgage Loan, in an amount up to its pro rata portion of all principal payments in accordance with its percentage interest in the Maine Mall Loan Combination; o third, to reimburse each Maine Mall Non-Trust Noteholder for any cure payments made thereby with respect to the Maine Mall Mortgage Loan; o fourth, to the Maine Mall Non-Trust Loans, in the order set forth in the Maine Mall Intercreditor Agreement, in each case in an amount up to all accrued and unpaid interest (other than Default Interest) on the unpaid principal balance of the subject Maine Mall Non-Trust Loan (net of related master servicing fees), until all such interest is paid in full; o fifth, to the Maine Mall Non-Trust Loans, in the order set forth in the Maine Mall Intercreditor Agreement, in each case in an amount up to the pro rata portion of the subject Maine Mall Non-Trust Loan of all principal payments in accordance with its percentage interest in the Maine Mall Loan Combination; o sixth, to the Maine Mall Mortgage Loan, its pro rata portion of any prepayment premium in accordance with its percentage interest in the Maine Mall Loan Combination, to the extent actually paid by the borrower; o seventh, to the Maine Mall Non-Trust Loans, in the order set forth in the Maine Mall Intercreditor Agreement, in each case in an amount up to the pro rata portion of the subject Maine Mall Non-Trust Loan of any prepayment premium in accordance with its percentage interest in the Maine Mall Loan Combination, to the extent actually paid by the borrower; o eighth, to the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loans, their respective pro rata portions of any Default Interest (after application as provided in the series CD 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; S-123 o ninth, to the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loans, their respective pro rata portions of any late charges (after application as provided in the series CD 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; and o tenth, if any excess amount is paid by the borrower and is not required to be returned to the borrower or to any other party under the loan documents, pro rata, to the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loans. Pursuant to the Maine Mall Intercreditor Agreement, during the continuance of (a) a monetary event of default with respect to the Maine Mall Mortgage Loan or (b) a non-monetary event of default with respect to the Maine Mall Mortgage Loan that results in the Maine Mall Mortgage Loan becoming a specially serviced loan, which event of default has not been remedied by a Maine Mall Non-Trust Loan Noteholder, collections on the Maine Mall Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner: o first, to the Maine Mall Mortgage Loan, in an amount up to accrued and unpaid interest (excluding Default Interest) on the principal balance thereof (net of related master servicing fees); o second, to the Maine Mall Mortgage Loan, in an amount up to the principal balance thereof, until such principal balance has been reduced to zero; o third, to reimburse the holder of the Maine Mall Note B1 Non-Trust Loan for any cure payments made with respect to the Maine Mall Mortgage Loan; o fourth, to the Maine Mall Note B1 Non-Trust Loan, an amount up to accrued and unpaid interest (excluding Default Interest) on the principal balance thereof (net of related master servicing fees); o fifth, to the Maine Mall Note B1 Non-Trust Loan in an amount up to the principal balance thereof, until such principal balance has been reduced to zero; o sixth, to reimburse the holder of the Maine Mall Note B2 Non-Trust Loan for any cure payments made with respect to the Maine Mall Mortgage Loan; o seventh, to the Maine Mall Note B2 Non-Trust Loan, an amount up to accrued and unpaid interest (excluding Default Interest) on the principal balance thereof (net of related master servicing fees); o eighth, to the Maine Mall Note B2 Non-Trust Loan in an amount up to the principal balance thereof, until such principal balance has been reduced to zero; o ninth, to the Maine Mall Mortgage Loan, its pro rata portion of any prepayment premium in accordance with its percentage interest in the Maine Mall Loan Combination, to the extent actually paid by the borrower; o tenth, to the Maine Mall Non-Trust Loans, in the order set forth in the Maine Mall Intercreditor Agreement, in each case in an amount up to the pro rata portion of the subject Maine Mall Non-Trust Loan of any prepayment premium in accordance with its percentage interest in the Maine Mall Loan Combination, to the extent actually paid by the borrower; o eleventh, to the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loans, their respective pro rata portions of any Default Interest (after application as provided in the series CD S-124 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; o twelfth, to the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loans, their respective pro rata portions of any late charges (after application as provided in the series CD 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; and o thirteenth, if any excess amount is paid by the borrower and is not required to be returned to the borrower or to any other party under the loan documents, pro rata, to the Maine Mall Mortgage Loan and the Maine Mall Non-Trust Loans. THE LOEWS UNIVERSAL HOTEL PORTFOLIO LOAN COMBINATION General. The Loews Universal Hotel Portfolio Mortgage Loan has a cut-off date principal balance of $55,000,000, which represents 1.4% of the Initial Mortgage Pool Balance and 1.6% of the Initial Loan Group No. 1 Balance. The Loews Universal Hotel Portfolio Mortgage Loan is one of seven (7) mortgage loans, together referred to as the Loews Universal Hotel Portfolio Loan Combination, that are secured by the Loews Universal Hotel Portfolio Mortgaged Properties. The Loews Universal Hotel Portfolio Mortgage Loan is generally pari passu in right of payment with the Loews Universal Hotel Portfolio Pari Passu Non-Trust Loans, which have cut-off date principal balances of $65,000,000, $80,000,000, $100,000,000 and $100,000,000, respectively, and is generally senior in right of payment to the Loews Universal Hotel Portfolio B Note Non-Trust Loans, which have cut-off date principal balances of $25,000,000 and $25,000,000, respectively. The Loews Universal Hotel Portfolio Pari Passu Senior Loans have the same interest rate and maturity date. The Loews Universal Hotel Portfolio B-Note Non-Trust Loans have the same maturity date as the Loews Universal Hotel Portfolio Pari Passu Loans, but have an interest rate of 5.580% per annum. The Loews Universal Hotel Portfolio Loan Combination is an interest-only loan. Only the Loews Universal Hotel Portfolio Mortgage Loan is included in the trust. The Loews Universal Hotel Portfolio Non-Trust Loans are not assets of the trust. The Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan with an outstanding principal balance as of the cut off date of $100,000,000 and the Loews Universal Hotel Portfolio B-Note Non-Trust Loans have been included in a commercial mortgage securitization involving the issuance of a series of securities captioned J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC12. The Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan with an outstanding principal balance as of the cut off date of $80,000,000 has been included in a commercial mortgage securitization involving the issuance of a series of securities captioned GE Commercial Mortgage Corporation Commercial Mortgage Pass-Through Certificates, Series 2005-C3. The Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan with an outstanding principal balance as of the cut off date of $65,000,000 has been included in a commercial mortgage securitization involving the issuance of a series of securities captioned COMM 2005-C6 Commercial Mortgage Pass-Through Certificates. The Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan with an outstanding principal balance as of the cut off date of $100,000,000 has been included in a commercial mortgage securitization involving the issuance of a series of securities captioned J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2005-LDP3. The Loews Universal Hotel Portfolio Loan Combination will be serviced pursuant to the terms of the pooling and servicing agreement governing the commercial mortgage securitization involving the issuance of the J.P. Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CIBC12 Commercial Mortgage Pass Through Certificates, for which GMAC Commercial Mortgage Corporation is the initial master servicer, J.E. Robert Company, Inc. is the initial special servicer, LaSalle Bank National Association is the initial trustee and ABN AMRO Bank N.V. is the fiscal agent. All decisions, consents, waivers, approvals and other actions on the part of any holder of the Loews Universal Hotel Portfolio Loan Combination will be effected in accordance with the Series 2005-CIBC12 pooling and servicing agreement. However, the master servicer, the trustee or the fiscal S-125 agent, as applicable, will be obligated to make any required debt service advances on the Loews Universal Hotel Portfolio Mortgage Loan unless the master servicer, the trustee or the fiscal agent, as applicable, determines that such an advance would not be recoverable from collections on the Loews Universal Hotel Portfolio Mortgage Loan. Priority of Payments. The holders of the mortgage loans that make up the Loews Universal Hotel Portfolio Loan Combination have entered into an intercreditor agreement (the "Loews Universal Hotel Portfolio Intercreditor Agreement") that sets forth the respective rights of each of the holders of the Loews Universal Hotel Portfolio Loan Combination and provides that if no monetary event of default or other material non-monetary event of default that results in a transfer of the Loews Universal Hotel Portfolio Loan Combination to special servicing has occurred and is continuing (or if a monetary event of default or other material non-monetary event of default has occurred and is continuing, the holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans has cured such monetary event of default or, in the case of a material non-monetary event of default has either cured such event of default or is diligently pursuing the cure thereof, in accordance with the terms of the related intercreditor agreement and the Series 2005-CIBC12 pooling and servicing agreement), the payments and proceeds received with respect to the Loews Universal Hotel Portfolio Loan Combination will generally be applied in the following manner, in each case to the extent of available funds: o first, each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; o second, each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; o third, each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans will receive scheduled or unscheduled principal payments in respect of the Loews Universal Hotel Portfolio Loan Combination, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Pari Passu Senior Loans and the Loews Universal Hotel Portfolio B-Note Non-Trust Loans); o fourth, each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans will receive scheduled or unscheduled principal payments in respect of the Loews Universal Hotel Portfolio Loan Combination, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Pari Passu Senior Loans and the Loews Universal Hotel Portfolio B-Note Non-Trust Loans); o fifth, to repay the Class UHP Directing Certificateholder (as defined below) (prior to the occurrence of any Loews Universal Hotel Portfolio Control Appraisal Event (as defined below)) any cure payments made by it pursuant to the intercreditor agreement related to the Loews Universal Hotel Portfolio Loan Combination; o sixth, any prepayment premium allocable to the Loews Universal Hotel Portfolio Pari Passu Senior Loans to each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Pari Passu Senior Loans and the Loews Universal Hotel Portfolio B-Note Non-Trust Loans) and any prepayment premium allocable to the Loews Universal Hotel Portfolio B-Note Non-Trust Loans to each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, pro rata, up to its allocable share (based on the aggregate unpaid principal balances of the Loews Universal Hotel Portfolio Pari Passu Senior Loans and the Loews Universal Hotel Portfolio B-Note Non-Trust Loans); and S-126 o seventh, any remaining amount to be allocated among the Loews Universal Hotel Portfolio Pari Passu Senior Loans and the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, pro rata. If a monetary event of default or other material non-monetary event of default has occurred and is continuing (and has not been cured by the holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans exercising its cure rights in accordance with the terms of the related intercreditor agreement and the Series 2005-CIBC12 pooling and servicing agreement) after payment of all amounts then payable or reimbursable under the Series 2005-CIBC12 pooling and servicing agreement (including reimbursements of advances on the Loews Universal Hotel Portfolio Loan Combination), payments and proceeds received with respect to the Loews Universal Hotel Portfolio Loan Combination will generally be applied in the following manner, in each case to the extent of available funds: o first, each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; o second, each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans will receive principal collected in respect of the related note, pro rata (to the extent actually collected, after allocating collections on the Loews Universal Hotel Portfolio Loan Combination to interest on the Loews Universal Hotel Portfolio Loan Combination in accordance with the terms of the related mortgage loan documents and the Series 2005-CIBC12 pooling and servicing agreement), until the principal balance of each such loan has been paid in full; o third, each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans will receive accrued and unpaid interest on its outstanding principal at its interest rate, pro rata; o fourth, each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans will receive, pro rata, based on the principal balance of each such note an amount up to its principal balance, until the principal balance has been paid in full; o fifth, each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans will receive, pro rata, based on the principal balance of each such note an amount up to its principal balance, until the principal balance has been paid in full; o sixth, to repay the Class UHP Directing Certificateholder (as defined below) (prior to the occurrence of any Loews Universal Hotel Portfolio Control Appraisal Event (as defined below)) any cure payments made by it pursuant to the intercreditor agreement related to the Loews Universal Hotel Portfolio Loan Combination; o seventh, any prepayment premium allocable to the Loews Universal Hotel Portfolio Pari Passu Senior Loans to each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans, pro rata, and any prepayment premium allocable to the Loews Universal Hotel Portfolio B-Note Non-Trust Loans to each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, pro rata; o eighth, any default interest in excess of the interest paid in accordance with clause (i) and clause (iii) above will be paid first to each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans, pro rata, and then to each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, pro rata; o ninth, any late payment charges will be paid first to each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans, pro rata, and then to each holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, pro rata; and S-127 o tenth, if any excess amount is paid by the related borrower that is not otherwise applied in accordance with clauses (i) through (ix) above, such amount will be paid to each holder of the Loews Universal Hotel Portfolio Pari Passu Senior Loans and Loews Universal Hotel Portfolio B-Note Non-Trust Loans, pro rata. The Loews Universal Hotel Portfolio Intercreditor Agreement provides that: o the Loews Universal Hotel Portfolio Pari Passu Senior Loans are of equal priority with each other and no portion of any of them will have priority or preference over the other; and o all payments, proceeds and other recoveries on or in respect of the Loews Universal Hotel Portfolio Pari Passu Senior Loans will be applied to the Loews Universal Hotel Portfolio Pari Passu Senior Loans on a pari passu basis according to their respective outstanding principal balances (subject, in each case, to the payment and reimbursement rights of the Series 2005-CIBC12 servicer, the Series 2005-CIBC12 special servicer, the Series 2005-CIBC12 trustee and the Series 2005-CIBC12 fiscal agent, and any other service providers with respect to the Loews Universal Hotel Portfolio Pari Passu Senior Loans, in accordance with the terms of the Series 2005-CIBC12 pooling and servicing agreement and the pooling and servicing agreements related to the other Loews Universal Hotel Portfolio Pari Passu Senior Loans). Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans. Class UHP Certificates. The "Class UHP Certificate" are a designated class of certificates issued under the Series 2005-CIBC12 pooling and servicing agreement that is backed by the Loews Universal Hotel Portfolio B-Note Non-Trust Loans. The Class UHP Directing Certificateholder will be entitled to exercise the rights and powers granted to the holders of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans under the Series 2005-CIBC12 pooling and servicing agreement and the related intercreditor agreement, as described below under "--Consultation and Consent Rights"; provided, that in no event may such rights and powers be exercised by the Class UHP Directing Certificateholder at any time that it is an affiliate of the related borrower. The "Class UHP Directing Certificateholder" means the party designated by the majority holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans in accordance with the Loews Universal Hotel Portfolio Intercreditor Agreement. Following the occurrence and during the continuance of a Loews Universal Hotel Portfolio Control Appraisal Event (as defined below), the Class UHP Directing Certificateholder will not be entitled to exercise any of the rights described under "--Consultation and Consent Rights" below, and any decision to be made with respect to the Loews Universal Hotel Portfolio Loan Combination that requires the approval of the majority certificateholder of the controlling class under the Series 2005-CIBC12 pooling and servicing agreement or otherwise requires approval under the related Loews Universal Hotel Portfolio Intercreditor Agreement will require the approval of the holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans (or their designees, which designee, in the case of the Loews Universal Hotel Portfolio Mortgage Loan, will be the series CD 2005-C1 controlling class representative) then holding a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Pari Passu Senior Loans. If these majority holders are not able to agree on a course of action that satisfies the servicing standard under the Series 2005-CIBC12 pooling and servicing agreement within 45 days after receipt of a request for consent to any action by the Series 2005-CIBC12 servicer or the Series 2005-CIBC12 special servicer, as applicable, the majority certificateholder of the controlling class under the Series 2005-CIBC12 pooling and servicing agreement will be entitled to direct the Series 2005-CIBC12 servicer or the Series 2005-CIBC12 special servicer, as applicable, on a course of action to follow that satisfies the requirements set forth in the Series 2005-CIBC12 pooling and servicing agreement (including that such action does not violate the related servicing standard, any applicable REMIC provisions or another provision of the S-128 Series 2005-CIBC12 pooling and servicing agreement or the related mortgage loan documents), and the Series 2005-CIBC12 servicer or the Series 2005-CIBC12 special servicer, as applicable, will be required to implement the course of action in accordance with the related servicing standard under the Series 2005-CIBC12 pooling and servicing agreement and any applicable REMIC provisions. In the event that the Series 2005-CIBC12 special servicer determines that immediate action is necessary to protect the interests of the holders of the Loews Universal Hotel Portfolio Loan Combination (as a collective whole), the Series 2005-CIBC12 special servicer may take any such action without waiting for the instruction of the holders of Loews Universal Hotel Portfolio Pari Passu Senior Loans. A "Loews Universal Hotel Portfolio Control Appraisal Event" will be deemed to have occurred and be continuing if (i) the initial principal balance of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, as reduced by any payments of principal (whether as scheduled amortization, principal prepayments or otherwise) allocated to the Loews Universal Hotel Portfolio B-Note Non-Trust Loans and any appraisal reduction amounts and realized losses allocated to the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, is less than 25% of the initial principal balance of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans, as reduced by any payments of principal (whether as scheduled amortization, principal prepayments or otherwise allocated to the Loews Universal Hotel Portfolio B-Note Non-Trust Loans) or (ii) if the Class UHP Directing Certificateholder is an affiliate of the related borrower. Consultation and Consent Rights. Unless a Loews Universal Hotel Portfolio Control Appraisal Event has occurred and is continuing: o the Series 2005-CIBC12 servicer or the Series 2005-CIBC12 special servicer, as the case may be, will be required to consult with the Class UHP Directing Certificateholder upon the occurrence of any event of default for the Loews Universal Hotel Portfolio Loan Combination under the related mortgage loan documents, to consider alternative actions recommended by the Class UHP Directing Certificateholder and to consult with the Class UHP Directing Certificateholder with respect to certain determinations made by the Series 2005-CIBC12 special servicer pursuant to the Series 2005-CIBC12 pooling and servicing agreement, o at any time (whether or not an event of default for the Loews Universal Hotel Portfolio Loan Combination under the related mortgage loan documents has occurred) the Series 2005-CIBC12 servicer and the Series 2005-CIBC12 special servicer will be required to consult with the Class UHP Directing Certificateholder 1. with respect to proposals to take any significant action with respect to the Loews Universal Hotel Portfolio Loan Combination and the related mortgaged real property and to consider alternative actions recommended by the Class UHP Directing Certificateholder and 2. to the extent that the related mortgage loan documents grant the lender the right to approve budgets for the related mortgaged real property, prior to approving any such budget and o prior to taking any of the following actions with respect to the Loews Universal Hotel Portfolio Loan Combination, the Series 2005-CIBC12 servicer and the Series 2005-CIBC12 special servicer will be required to notify in writing the Class UHP Directing Certificateholder of any proposal to take any of such actions (and to provide the Class UHP Directing Certificateholder with such information reasonably requested as may be necessary in the reasonable judgment of the Class UHP Directing Certificateholder in order to make a judgment, the expense of providing such information to be an expense of the requesting party) and to receive the written approval of S-129 the Class UHP Directing Certificateholder (which approval may be withheld in its sole discretion and will be deemed given if notice of approval or disapproval is not delivered within ten business days of delivery to the Class UHP Directing Certificateholder of written notice of the applicable action, together with information reasonably requested by the Class UHP Directing Certificateholder) with respect to: 1. any modification or amendment of, or waiver with respect to, the Loews Universal Hotel Portfolio Loan Combination or the related mortgage loan documents that would result in the extension of the applicable maturity date, a reduction in the applicable mortgage rate or the monthly payment, or any prepayment premium, exit fee or yield maintenance charge payable thereon or a deferral or forgiveness of interest on or principal of the Loews Universal Hotel Portfolio Loan Combination, modification or waiver of any other monetary term of the Loews Universal Hotel Portfolio Loan Combination relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provisions of the Loews Universal Hotel Portfolio Loan Combination that restricts the borrower from incurring additional indebtedness or from transferring the related mortgaged real property or any transfer of direct or indirect equity interests in the borrower; 2. any modification or amendment of, or waiver with respect to, the related mortgage loan documents that would result in a discounted pay-off; 3. any foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the ownership of the related mortgaged real property securing such specially serviced mortgage loan or any acquisition of the related mortgaged real property by deed in lieu of foreclosure; 4. any proposed or actual sale of the related mortgaged real property, the related REO property or mortgage loan (other than in connection with the exercise of the fair value purchase option or the purchase option described below under "--Purchase Option," the termination of the trust formed under the Series 2005-CIBC12 pooling and servicing agreement or the purchase by a mortgage loan seller of a mortgage loan in connection with a breach of a representation or a warranty or a document defect); 5. any release of the related borrower, any guarantor or other obligor from liability; 6. any determination not to enforce a "due-on-sale" or "due-on-encumbrance" clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the related borrower); 7. any action to bring the related mortgaged real property or related REO property into compliance with applicable environmental laws or to otherwise address hazardous materials located at the mortgaged real property or REO property; 8. any substitution or release of collateral or acceptance of additional collateral for the Loews Universal Hotel Portfolio Loan Combination including the release of additional collateral for the Loews Universal Hotel Portfolio Loan Combination unless required by the related mortgage loan documents (other than any release made in connection with the grant of a non-material easement or right-of-way or other non-material release such as a "curb-cut"); 9. any adoption or approval of a plan in a bankruptcy of the related borrower; S-130 10. consenting to the modification, execution, termination or renewal of any lease, or entering into a new lease, in each case, to the extent the lender's approval is required under the related mortgage loan documents; 11. any renewal or replacement of the then-existing insurance policies (to the extent the lender's approval is required under the related mortgage loan documents) or any waiver, modification or amendment of any insurance requirements under the related mortgage loan documents; and 12. any consent, waiver or approval with respect to any change in the property manager at the related mortgaged real property. The above-described consultation and consent rights will terminate and will be exercised by the holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans (as described above) at any time that a Loews Universal Hotel Portfolio Control Appraisal Event has occurred and is continuing. Notwithstanding any direction to, or approval or disapproval of, or right to give direction to or to approve or disapprove an action of, the Series 2005-CIBC12 special servicer or the Series 2005-CIBC12 servicer by the Class UHP Directing Certificateholder or noteholders then holding a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Pari Passu Senior Loans, as applicable, in no event will the Series 2005-CIBC12 special servicer or the Series 2005-CIBC12 servicer be required to take any action or refrain from taking any action that would violate any law of any applicable jurisdiction, be inconsistent with the related servicing standard, violate any applicable REMIC provisions of the Internal Revenue Code or violate any other provisions of the Series 2005-CIBC12 pooling and servicing agreement or the related mortgage loan documents. Notwithstanding anything herein to the contrary, the series CD 2005-C1 controlling class representative and the holders of the Loews Universal Hotel Portfolio Pari Passu Non-Trust Loans (or their designees) will have the right to consult with the Series 2005-CIBC12 servicer and the series 2005-CIBC12 special servicer, at any time, regarding the Loews Universal Hotel Portfolio Loan Combination. Cure Rights. In the event that the related borrower fails to make any payment of principal or interest on the Loews Universal Hotel Portfolio Mortgage Loan, resulting in a monetary event of default, or a material non-monetary event of default exists that is capable of being cured within 30 days, the party designated by the majority holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans (in accordance with Loews Universal Hotel Portfolio Intercreditor Agreement) will have the right to cure such event of default (each such cure, a "Loews Universal Hotel Portfolio Cure Event") subject to certain limitations set forth in the Loews Universal Hotel Portfolio Intercreditor Agreement; provided that the right of the holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans to effect a Loews Universal Hotel Portfolio Cure Event is subject to the limitation that there be (i) no more than three consecutive Loews Universal Hotel Portfolio Cure Events, (ii) no more than an aggregate of three Loews Universal Hotel Portfolio Cure Events in any twelve-calendar month period and (iii) no more than nine Loews Universal Hotel Portfolio Cure Events during the term of the Loews Universal Hotel Portfolio Loan Combination. So long as the holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans is exercising its cure right, neither the Series 2005-CIBC12 servicer nor the Series 2005-CIBC12 special servicer will be permitted to: o accelerate the Loews Universal Hotel Portfolio Loan Combination, o treat the subject event of default as such for purposes of transferring the Loews Universal Hotel Portfolio Loan Combination to special servicing, or o commence foreclosure proceedings. S-131 The party designated by the majority holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans will not be permitted to exercise any cure rights if the majority holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans is an affiliate of the related borrower. Purchase Option. So long as no Loews Universal Hotel Portfolio Control Appraisal Event exists, the Class UHP Directing Certificateholder has the option of purchasing the Loews Universal Hotel Portfolio Mortgage Loan from the trust, together with the Loews Universal Hotel Portfolio Pari Passu Non-Trust Loans, at any time after the Loews Universal Hotel Portfolio Loan Combination becomes a specially serviced loan under the Series 2005-CIBC12 pooling and servicing agreement as a result of an event that constitutes an event of default under the Loews Universal Hotel Portfolio Loan Combination, provided that no foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to any related mortgaged real property has occurred and that the Loews Universal Hotel Portfolio Loan Combination has not become a corrected mortgage loan under the Series 2005-CIBC12 pooling and servicing agreement. The purchase price required to be paid by the Class UHP Directing Certificateholder will generally equal the aggregate outstanding principal balance of the Loews Universal Hotel Portfolio Pari Passu Senior Loans, together with accrued and unpaid interest thereon (excluding default interest), any unreimbursed advances, together with unreimbursed interest thereon, relating to the Loews Universal Hotel Portfolio Loan Combination, and, if such purchase price is being paid more than 90 days after the event giving rise to the Class UHP Directing Certificateholder's purchase, a 1% liquidation fee (which will be paid to the Series 2005-CIBC12 special servicer). Sale of Defaulted Mortgage Loan. Under the Series 2005-CIBC12 pooling and servicing agreement, if the Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan that was deposited into the related securitization is subject to the option provided under the Series 2005-CIBC12 pooling and servicing agreement to purchase that loan at its fair value, the Series 2005-CIBC12 special servicer will be required to determine the purchase price for the other Loews Universal Hotel Portfolio Pari Passu Senior Loans. The series CD 2005-C1 controlling class representative will have an option to purchase the Loews Universal Hotel Portfolio Mortgage Loan and each holder of a Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan (or its designees) will have an option to purchase its respective Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan, at the purchase price determined by the Series 2005-CIBC12 special servicer under the Series 2005-CIBC12 pooling and servicing agreement. Termination of the Series 2005-CIBC12 Servicer. If an event of default under the Series 2005-CIBC12 pooling and servicing agreement occurs with respect to the Series 2005-CIBC12 servicer that affects any holder of a certificate represented by a Loews Universal Hotel Portfolio B Note or a holder of the Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan that is not held by the trust related to the Series 2005-CIBC12 pooling and servicing agreement or any class of securities backed thereby or holder of the Loews Universal Hotel Portfolio Mortgage Loan, or the series CD 2005-C1 certificateholders, and the Series 2005-CIBC12 servicer is not otherwise terminated under the Series 2005-CIBC12 pooling and servicing agreement then, the Class UHP Directing Certificateholder or any holder of a Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan or the series CD 2005-C1 controlling class representative will be entitled to direct the Series 2005-CIBC12 trustee to appoint, a successor servicer solely with respect to the Loews Universal Hotel Portfolio Loan Combination. The successor servicer will be selected by the holders of a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Loan Combination; provided, that, if a majority of such holders (or their respective designees) fail to agree on such successor servicer within 45 days, such appointment (or replacement) will be at the direction of the majority certificateholder of the controlling class under the Series 2005-CIBC12 pooling and servicing agreement, provided, further, that if a Loews Universal Hotel Portfolio Control Appraisal Event exists, then the Class UHP Directing Certificateholder will not have the right to terminate the Series 2005-CIBC12 servicer as specified above. S-132 Termination of the Series 2005-CIBC12 Special Servicer. So long as no Loews Universal Hotel Portfolio Control Appraisal Event exists, the Class UHP Directing Certificateholder is permitted to terminate, at its expense, the Series 2005-CIBC12 special servicer for the Loews Universal Hotel Portfolio Loan Combination at any time with or without cause, and to appoint a replacement special servicer for the Loews Universal Hotel Portfolio Loan Combination, subject to satisfaction of the conditions contained in the Series 2005-CIBC12 pooling and servicing agreement. If a Loews Universal Hotel Portfolio Control Appraisal Event exists, or if the Class UHP Directing Certificateholder is an affiliate of the related borrower, the holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans (or their designees which designee, in the case of the Loews Universal Hotel Portfolio Mortgage Loan, will be the series CD 2005-C1 controlling class representative) then holding a majority of the outstanding principal balance of the Loews Universal Hotel Portfolio Pari Passu Senior Loans will be entitled to exercise this right and if such holders are not able to agree on such appointment and removal within 45 days after receipt of notice, then the majority certificateholder of the controlling class under the Series 2005-CIBC12 pooling and servicing agreement will be entitled to appoint a replacement special servicer. Any successor special servicer will be required to have the rating specified in the related intercreditor agreement and such appointment will be subject to receipt of a "no downgrade" letter from the rating agencies. Comparison of Servicing Under the Series CD 2005-C1 Pooling and Servicing Agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement. A summary description of the servicing of the mortgage loans (other than, in most circumstances, the Loews Universal Hotel Portfolio Loan Combination) under the series CD 2005-C1 pooling and servicing agreement is presented under "Servicing of the Underlying Mortgage Loans" in this prospectus supplement. The servicing arrangements under the Series 2005-CIBC12 pooling and servicing agreement are generally similar but not identical to those under the series CD 2005-C1 pooling and servicing agreement. Some material information and differences are as follows: o The master servicer, the special servicer, the trustee and the fiscal agent under the series CD 2005-C1 pooling and servicing agreement will have no obligation or authority to (a) supervise any of the parties to the Series 2005-CIBC12 pooling and servicing agreement or (b) make any related servicing advances with respect to the Loews Universal Hotel Portfolio Mortgage Loan. Instead, the Series 2005-CIBC12 servicer will be required to make the related servicing advance, and if the Series 2005-CIBC12 servicer fails to make the related servicing advance, the Series 2005-CIBC12 trustee will be required to make the related servicing advance, and if the Series 2005-CIBC12 trustee fails to make the related servicing advance, the Series 2005-CIBC12 fiscal agent will be required to make the related servicing advance with respect to the Loews Universal Hotel Portfolio Loan Combination. Notwithstanding the foregoing discussion, the obligation of the referenced parties to make the referenced servicing advance is, in each instance, subject to a determination that the subject proposed servicing advance will be ultimately recoverable. If the Series 2005-CIBC12 servicer and/or the Series 2005-CIBC12 special servicer determines that a servicing advance that is otherwise required to be made is nonrecoverable, the other parties with an advancing obligation under the Series 2005-CIBC12 pooling and servicing agreement are entitled to rely on that determination. Any party making a servicing advance under the Series 2005-CIBC12 pooling and servicing agreement will be entitled to recover interest on that advance at the prime rate. o Neither the Series 2005-CIBC12 servicer nor the series CD 2005-C1 master servicer will be required to make compensating interest payments under the series CD 2005-C1 pooling and servicing agreement with respect to Prepayment Interest Shortfalls in respect of the Loews Universal Hotel Portfolio Mortgage Loan. o Neither the master servicer nor the special servicer will generally be entitled to any of the fees discussed under "Servicing of the Underlying Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" with respect to the Loews Universal Hotel Portfolio Mortgage Loan, except that the master servicer will be entitled to receive a master servicing fee S-133 with respect to the Loews Universal Hotel Portfolio Mortgage Loan. The Series 2005-CIBC12 special servicer will be entitled to certain servicing fees with respect to the Loews Universal Hotel Portfolio Mortgage Loan. These fees include a special servicing fee which will accrue at a rate of 0.25% per annum on the unpaid principal balance of the Loews Universal Hotel Mortgage Loan so long as that mortgage loan (or the related REO property) is being specially serviced under the Series 2005-CIBC12 pooling and servicing agreement. In the event that the Series 2005-CIBC12 special servicer successfully returns the Loews Universal Hotel Portfolio Mortgage Loan to performing (i.e. non-specially serviced) status under the Series 2005-CIBC12 pooling and servicing agreement, the Series 2005-CIBC12 special servicer will be entitled to a workout fee that is payable on each collection of interest and principal collected (including (i) monthly payments, (ii) balloon payments and (iii) payments (other than those included in clause (i) or (ii)) at maturity, received on the Loews Hotel Portfolio Mortgage Loan for so long as it remains a performing mortgage loan) from the related borrower at a rate of 1.00% per annum. Finally, in the event that the Series 2005-CIBC12 special servicer successfully liquidates the Loews Universal Hotel Portfolio Mortgage Loan, it will be entitled under certain circumstances to a liquidation fee from the proceeds (net of certain expenses) resulting from the liquidation of the Loews Universal Hotel Portfolio Mortgage Loan at a rate of 1.00%. o The Loews Universal Hotel Portfolio Mortgage Loan will not be subject to the Servicing Transfer Events described in this prospectus supplement but rather will be subject to generally similar but not identical events provided for in the Series 2005-CIBC12 pooling and servicing agreement. For example, a delinquency of a payment at maturity by the related borrower (including the balloon payment) will cause a transfer of servicing to the Series 2005-CIBC12 special servicer. There is no provision that this delinquency will be delayed if the borrower provides a refinancing commitment prior to the mortgage loan's maturity date and actually refinances the mortgage loan within 60 days of the maturity date. A servicing transfer event under the Series 2005-CIBC12 pooling and servicing agreement with respect to the Loews Universal Hotel Portfolio Mortgage Loan will be delayed if the holder of the Loews Universal Hotel Portfolio B-Note Non-Trust Loans cures the related borrower's default as described above under "--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans--Cure Rights" in this prospectus supplement. o The conditions that give rise to an appraisal reduction (defined in this prospectus supplement as an "Appraisal Trigger Event") under the series CD 2005-C1 pooling and servicing agreement differ in some respects from the conditions that would give rise to the Loews Universal Hotel Portfolio Mortgage Loan being subject to the equivalent of an Appraisal Trigger Event under the Series 2005-CIBC12 pooling and servicing agreement. In this regard, unlike the series CD 2005-C1 pooling and servicing agreement, the Series 2005-CIBC12 pooling and servicing agreement provides that the equivalent of an Appraisal Trigger Event will occur on the 120th day after a delinquency was not cured by the borrower whereas an Appraisal Trigger Event under the series CD 2005-C1 pooling and servicing agreement will occur on the 60th day after a delinquency was not cured by the borrower. In addition, a 90-day delinquency by a borrower in respect of its balloon payment will cause the equivalent of an Appraisal Trigger Event under the Series 2005-CIBC12 pooling and servicing agreement unless a refinancing is anticipated within 120 days after such uncured delinquency in which case the equivalent of an Appraisal Trigger Event under the Series 2005-CIBC12 pooling and servicing agreement will occur after the 120-day delinquency. Under the series CD 2005-C1 pooling and servicing agreement, an Appraisal Trigger Event will occur if the related borrower fails to make any balloon payment by its scheduled maturity date unless the borrower provides a refinancing commitment prior to the mortgage loan's maturity date and actually refinances the mortgage loan within 60 days of the maturity date. S-134 o Certain Rights of the Trust With Respect to the Servicing of the Loews Universal Hotel Portfolio Mortgage Loan. Except in those limited circumstances discussed under "--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans--Consultation and Consent" above, the series CD 2005-C1 certificateholders will not have any rights to direct the servicing and/or administration of the Loews Universal Hotel Portfolio Mortgage Loan. Pursuant to the Series 2005-CIBC12 pooling and servicing agreement and the Loews Universal Hotel Portfolio Intercreditor Agreement, the trust as holder of the Loews Universal Hotel Portfolio Mortgage Loan will be entitled to receive the CMSA reports and trustee reports related to the Loews Universal Hotel Portfolio Mortgage Loan (which is generally similar but not identical to the information that the relevant parties to the series CD 2005-C1 pooling and servicing agreement are required to provide to the certificateholders). THE CHICO MALL LOAN COMBINATION General. The Chico Mall Mortgage Loan has a cut-off date principal balance of $42,000,000, which represents 1.1% of the Initial Mortgage Pool Balance and 1.2% of the Initial Loan Group No. 1 Balance. The Chico Mall Mortgage Loan is one of three (3) mortgage loans, together referred to as the Chico Mall Loan Combination, that are secured by the Chico Mall Mortgaged Property. The Chico Mall Mortgage Loan is generally senior in right of payment to the Chico Mall Non-Trust Loans, one of which has a cut-off date principal balance of $9,343,373 and the other of which has a cut-off date principal balance of $8,976,967. The Chico Mall Non-Trust Loans are generally pari passu in right of payment with each other. Each Chico Mall Non-Trust Loan is evidenced by a separate promissory note held by one of our affiliates. Both of those promissory notes are expected to be transferred on or after the securitization closing date to third-party institutional investors. The Chico Mall Non-Trust Loans will be serviced, along with the Chico Mall Mortgage Loan, under the series CD 2005-C1 pooling and servicing agreement by the master servicer and the special servicer, generally as if each Chico Mall Non-Trust Loan was a mortgage loan in the trust fund. The Underwritten NCF Debt Service Coverage Ratio and the Cut-off Date Loan-to-Value Ratio for the Chico Mall Loan Combination (calculated as if it was a single underlying mortgage loan) are 1.25x and 75.21%, respectively. The Chico Mall Non-Trust Loans are cross-defaulted with each other and with the Chico Mall Mortgage Loan. Chico Mall Intercreditor Agreement. The respective rights of the holder of the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loan Noteholders are governed by an intercreditor agreement (the "Chico Mall Intercreditor Agreement"), which generally provides that: o the Chico Mall Loan Combination Controlling Party will have the ability to advise and direct the master servicer and/or the special servicer with respect to certain specified servicing actions regarding the Chico Mall Loan Combination, including those involving foreclosure or material modification of the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loan (see "Servicing of the Underlying Mortgage Loans--Rights and Powers of the Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" in this prospectus supplement) and to replace the special servicer with respect to the Chico Mall Loan Combination (see "Servicing of the Underlying Mortgage Loans--Replacement of the Special Servicer" in this prospectus supplement); o if the borrower defaults in any of its obligations under the Chico Mall Mortgage Loan, one or both of the Chico Mall Non-Trust Loan Noteholders will have up to five days to cure any monetary default and 30 days to cure any non-monetary default that is susceptible of cure, in each case from the later of the date of the expiration of the borrower's grace period under the loan S-135 documents or the Chico Mall Non-Trust Loan Noteholders' receipt of notice of the default from the applicable servicer, subject to limitations on the number of cures contained in the Chico Mall Intercreditor Agreement; and o in the event that (a) any payment of principal or interest on the Chico Mall Mortgage Loan becomes 60 days or more delinquent, (b) the Chico Mall Mortgage Loan is accelerated, (c) the Chico Mall Mortgage Loan is not paid at maturity, (d) the borrower files a petition for bankruptcy or (e) the Chico Mall Mortgage Loan becomes a specially serviced loan and is either in default or a default is reasonably foreseeable, one or both of the Chico Mall Non-Trust Loan Noteholders will have the option to purchase the Chico Mall Mortgage Loan at a price generally equal to the unpaid principal balance of the Chico Mall Mortgage Loan, together with all accrued unpaid interest on the Chico Mall Mortgage Loan (other than Default Interest) to but not including the date of such purchase, and any servicing compensation, advances and interest on advances payable or reimbursable to any party to the series CD 2005-C1 pooling and servicing agreement pursuant thereto (but exclusive of any prepayment consideration and exclusive of any liquidation fees if the purchase is made within 90 days of the option becoming exercisable). The "Chico Mall Loan Combination Controlling Party" will be the Chico Mall Directing Lender or its representative. The "Chico Mall Directing Lender" will be (1) one of the Chico Mall Non-Trust Loan Noteholders, unless either (a) a Chico Mall Note B Change of Control Event has occurred or (2) both of the Chico Mall Non-Trust Loans are held by the borrower under the Chico Mall Loan Combination or an affiliate thereof, and (2) the holder of the Chico Mall Mortgage Loan otherwise. If the trust, as the holder of the Chico Mall Mortgage Loan, is the Chico Mall Directing Lender, then the series CD 2005-C1 pooling and servicing agreement will designate the series CD 2005-C1 controlling class representative to be the Chico Mall Loan Combination Controlling Party. A "Chico Mall Note B Change of Control Event" will exist if and for so long as (1) the sum of (a) an amount generally equal to the aggregate unpaid principal balance of the Chico Mall Non-Trust Loans, net of any existing Appraisal Reduction Amount with respect to the Chico Mall Loan Combination, plus (b) the amount of any cash collateral or letters of credit posted by a Chico Mall Non-Trust Loan Noteholder to maintain control of the Chico Mall Loan Combination, if any, is equal to or greater than (2) an amount generally equal to 25% of the aggregate unpaid principal balance of the Chico Mall Non-Trust Loan. Priority of Payments. Pursuant to the Chico Mall Intercreditor Agreement, following the allocation of payments to each mortgage loan in the Chico Mall Loan Combination in accordance with the related loan documents, unless there exists (without remedy by a Chico Mall Non-Trust Loan Noteholder) either (a) a monetary event of default as to the Chico Mall Mortgage Loan or (b) a non-monetary event of default with respect to the Chico Mall Mortgage Loan at a time when the Chico Mall Mortgage Loan is being specially serviced, collections on the Chico Mall Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner: o first, to the Chico Mall Mortgage Loan, in an amount up to all accrued and unpaid interest (other than Default Interest) on the principal balance thereof (net of related master servicing fees), until all such interest is paid in full; o second, to the Chico Mall Mortgage Loan, in an amount up to its pro rata portion of all principal payments in accordance with its percentage interest in the Chico Mall Loan Combination; o third, to reimburse each Chico Mall Non-Trust Noteholder for any cure payments made thereby with respect to the Chico Mall Mortgage Loan; S-136 o fourth, to each Chico Mall Non-Trust Loan, on a pro rata and pari passu basis with the other Chico Mall Non-Trust Loan, in an amount up to all accrued and unpaid interest (other than Default Interest) on the unpaid principal balance thereof (net of related master servicing fees), until all such interest is paid in full; o fifth, to each Chico Mall Non-Trust Loan, on a pro rata and pari passu basis with the other Chico Mall Non-Trust Loan, in an amount up to its pro rata portion of all principal payments in accordance with its percentage interest in the Chico Mall Loan Combination; o sixth, to the Chico Mall Mortgage Loan, its pro rata portion of any prepayment premium in accordance with its percentage interest in the Chico Mall Loan Combination, to the extent actually paid by the borrower; o seventh, to each Chico Mall Non-Trust Loan, on a pro rata and pari passu basis with the other Chico Mall Non-Trust Loan, its pro rata portion of any prepayment premium in accordance with its percentage interest in the Chico Mall Loan Combination, to the extent actually paid by the borrower; o eighth, to the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loans, their respective pro rata portions of any Default Interest (after application as provided in the series CD 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; o ninth, to the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loans, their respective pro rata portions of any late charges (after application as provided in the series CD 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; and o tenth, if any excess amount is paid by the borrower and is not required to be returned to the borrower or to any other party under the loan documents, pro rata, to the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loans. Pursuant to the Chico Mall Intercreditor Agreement, during the continuance of (a) a monetary event of default with respect to the Chico Mall Mortgage Loan or (b) a non-monetary event of default with respect to the Chico Mall Mortgage Loan that results in the Chico Mall Mortgage Loan becoming a specially serviced loan, which event of default has not been remedied by a Chico Mall Non-Trust Loan Noteholder, collections on the Chico Mall Loan Combination will be allocated (after application to certain related unreimbursed or unpaid costs and expenses, including outstanding advances, together with interest thereon, and unpaid servicing compensation) generally in the following manner: o first, to the Chico Mall Mortgage Loan, in an amount up to all accrued and unpaid interest (excluding Default Interest) on the principal balance thereof (net of related master servicing fees); o second, to the Chico Mall Mortgage Loan, in an amount up to the principal balance thereof, until such principal balance has been reduced to zero; o third, to reimburse each Chico Mall Non-Trust Noteholder for any cure payments made with respect to the Chico Mall Mortgage Loan; o fourth, to each Chico Mall Non-Trust Loan, on a pro rata and pari passu basis with the other Chico Mall Non-Trust Loan, in an amount up to all accrued and unpaid interest (excluding Default Interest) on the principal balance thereof (net of related master servicing fees); S-137 o fifth, to each Chico Mall Non-Trust Loan, on a pro rata and pari passu basis with the other Chico Mall Non-Trust Loan, in an amount up to the principal balance thereof, until such principal balance has been reduced to zero; o sixth, to the Chico Mall Mortgage Loan, its pro rata portion of any prepayment premium in accordance with its percentage interest in the Chico Mall Loan Combination, to the extent actually paid by the borrower; o seventh, to each Chico Mall Non-Trust Loan, on a pro rata and pari passu basis with the other Chico Mall Non-Trust Loan, its pro rata portion of any prepayment premium in accordance with its percentage interest in the Chico Mall Loan Combination, to the extent actually paid by the borrower; o eighth, to the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loans, their respective pro rata portions of any Default Interest (after application as provided in the series CD 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; o ninth, to the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loans, their respective pro rata portions of any late charges (after application as provided in the series CD 2005-C1 pooling and servicing agreement), to the extent actually paid by the borrower, based on their respective percentage interests; and o tenth, if any excess amount is paid by the borrower and is not required to be returned to the borrower or to any other party under the loan documents, pro rata, to the Chico Mall Mortgage Loan and the Chico Mall Non-Trust Loan. THE STEADFAST-KOLL BUILDING LOAN COMBINATION General. The Steadfast-Koll Building Mortgage Loan, which represents 0.4% of the Initial Mortgage Pool Balance and 0.4% of the Initial Loan Group No. 1 Balance, is secured by the mortgaged real property identified on Annex A-1 to this prospectus supplement as Steadfast-Koll Building. The related borrower has encumbered the related mortgaged real property with junior debt, which constitutes the related subordinate non-trust mortgage loan. The aggregate debt consisting of the Steadfast-Koll Building Mortgage Loan and the related subordinate non-trust mortgage loan, which two mortgage loans constitute the Steadfast-Koll Building Loan Combination, is secured by a single mortgage instrument on the subject mortgaged real property. We intend to include the Steadfast-Koll Building Mortgage Loan in the trust fund. The related subordinate non-trust mortgage loan was sold to an unaffiliated third party and will not be included in the trust fund. The Steadfast-Koll Building Mortgage Loan and related subordinate non-trust mortgage loan comprising the Steadfast-Koll Building Loan Combination are cross-defaulted. The outstanding principal balance of the related subordinate non-trust mortgage loan does not exceed 4.89% of the underwritten appraised value of the related mortgaged real property that secures the Steadfast-Koll Building Loan Combination. The related subordinate non-trust mortgage loan has an interest rate of 12.75% per annum and has the same maturity date, amortization schedule and prepayment structure as the Steadfast-Koll Building Mortgage Loan. For purposes of the information presented in this prospectus supplement with respect to the Steadfast-Koll Building Mortgage Loan, the loan-to-value ratio and debt service coverage ratio information reflects only the Steadfast-Koll Building Mortgage Loan and does not take into account the related subordinate non-trust mortgage loan. The Cut-off Date Loan-to-Value Ratio and the Underwritten Net Cash Flow Debt Service Coverage Ratio for the entire Steadfast-Koll Building Loan Combination (calculated as if it was a single underlying mortgage loan) are 82.30% and 1.15x, respectively. S-138 The trust, as the holder of the Steadfast-Koll Building Mortgage Loan, and the holder of the related subordinate non-trust mortgage loan will be successor parties to a separate intercreditor agreement, which we refer to as the Steadfast-Koll Building Intercreditor Agreement, with respect to the Steadfast-Koll Building Loan Combination. The holder of the Steadfast-Koll Building Mortgage Loan must cause its servicer to provide certain information and reports related to the Steadfast-Koll Building Loan Combination to the holder of the related subordinate non-trust mortgage loan. The master servicer will collect payments with respect to the related subordinate non-trust mortgage loan prior to the inclusion of such subordinate non-trust mortgage loan in a securitization and after the occurrence of certain events of default as described under "--Servicing of the Steadfast-Koll Building Loan Combination" below. The following describes certain provisions of the Steadfast-Koll Building Intercreditor Agreement. The following does not purport to be complete and is subject to and qualified in its entirety by reference to the actual provisions of, the Steadfast-Koll Building Intercreditor Agreement. Allocation of Payments Between the Steadfast-Koll Building Mortgage Loan and the Related Subordinate Companion Loan. The right of the holder of the related subordinate non-trust mortgage loan to receive payments of interest, principal and other amounts are subordinated to the rights of the holder of the Steadfast-Koll Building Mortgage Loan to receive such amounts. So long as a Steadfast-Koll Building Material Default has not occurred or, if a Steadfast-Koll Building Material Default has occurred, that Steadfast-Koll Building Material Default is no longer continuing with respect to the Steadfast-Koll Building Loan Combination, the related borrower under the Steadfast-Koll Building Loan Combination will make separate payments of principal and interest to the respective holders of the Steadfast-Koll Building Mortgage Loan and related subordinate non-trust mortgage loan. Escrow and reserve payments will be made to the master servicer on behalf of the trust (as the holder of the Steadfast-Koll Building Mortgage Loan). Any proceeds under title, hazard or other insurance policies, or awards or settlements in respect of condemnation proceedings or similar exercises of the power of eminent domain, or any other principal prepayment of the Steadfast-Koll Building Loan Combination (together with any applicable yield maintenance charges), will generally be applied first to the principal balance of the Steadfast-Koll Building Mortgage Loan and then to the principal balance of the related subordinate non-trust mortgage loan. If a Steadfast-Koll Building Material Default occurs and is continuing with respect to the Steadfast-Koll Building Loan Combination, then all payments and proceeds (of whatever nature) on the related subordinate non-trust mortgage loan will be subordinated to all payments due on the Steadfast-Koll Building Mortgage Loan and the amounts with respect to such loan combination will be paid in the following manner: o first, to the master servicer, the special servicer, the trustee or the fiscal agent, up to the amount of any unreimbursed costs and expenses paid by such entity, including unreimbursed advances and interest thereon; o second, to the master servicer and the special servicer, in an amount equal to the accrued and unpaid servicing fees and/or other compensation earned by them; o third, to the trust, in an amount equal to interest (other than Default Interest) due with respect to the Steadfast-Koll Building Mortgage Loan; o fourth, to the trust, in an amount equal to the principal balance of the Steadfast-Koll Building Mortgage Loan until paid in full; o fifth, to the trust, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the Steadfast-Koll Building Mortgage Loan; o sixth, to the holder of the related subordinate non-trust mortgage loan up to the amount of any unreimbursed costs and expenses paid by the holder of the related subordinate non-trust mortgage loan; S-139 o seventh, to the holder of the related subordinate non-trust mortgage loan, in an amount equal to interest (other than Default Interest) due with respect to the related subordinate non-trust mortgage loan; o eighth, to the holder of the related subordinate non-trust mortgage loan, in an amount equal to the principal balance of the related subordinate non-trust mortgage loan until paid in full; o ninth, to the holder of the related subordinate non-trust mortgage loan, in an amount equal to any prepayment premium, to the extent actually paid, allocable to the related subordinate non-trust mortgage loan; o tenth, to the trust and the holder of the related subordinate non-trust mortgage loan, in that order, in an amount equal to any unpaid Default Interest accrued on the Steadfast-Koll Building Mortgage Loan and the related subordinate non-trust mortgage loan, respectively; and o eleventh, any excess, to the trust and the holder of the related subordinate non-trust mortgage loan, pro rata, based upon the outstanding principal balances; provided that if the principal balance of the related subordinate non-trust mortgage loan is equal to zero, then based upon the initial principal balances. If, after the expiration of the right of the holder of the related subordinate non-trust mortgage loan to purchase the Steadfast-Koll Building Mortgage Loan (as described below), the Steadfast-Koll Building Mortgage Loan or the related subordinate non-trust mortgage loan is modified in connection with a work-out so that, with respect to either the Steadfast-Koll Building Mortgage Loan or the related subordinate non-trust mortgage loan, (a) the outstanding principal balance is decreased, (b) payments of interest or principal are waived, reduced or deferred or (c) any other adjustment is made to any of the terms of that mortgage loan, then, solely to the extent the effect of the foregoing can be absorbed by the related subordinate non-trust mortgage loan (without any out-of-pocket payments from the holder of the related subordinate non-trust mortgage loan or its servicers), the related subordinate non-trust mortgage loan will bear the full economic effect thereof attributable to such work-out (up to the outstanding principal balance, together with accrued interest thereon, of the related subordinate non-trust mortgage loan). On or before each payment date, amounts payable to the trust as holder of the Steadfast-Koll Building Mortgage Loan pursuant to the Steadfast-Koll Building Intercreditor Agreement will be included in the Total Available P&I Funds for that payment date to the extent described in this prospectus supplement and amounts payable to the holder of the related subordinate non-trust mortgage loan will be distributed to the holder net of fees and expenses on such related subordinate non-trust mortgage loan. Any losses and expenses that are associated with the Steadfast-Koll Building Mortgage Loan and the related subordinate non-trust mortgage loan will be allocated in accordance with the terms of the Steadfast-Koll Building Intercreditor Agreement, first, to the related subordinate non-trust mortgage loan and, second, to the Steadfast-Koll Building Mortgage Loan. The portion of those losses and expenses allocated to the Steadfast-Koll Building Mortgage Loan will be allocated among the series CD 2005-C1 certificates in the manner described under "Description of the Offered Certificates--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" in this prospectus supplement. Servicing of the Steadfast-Koll Building Loan Combination. The Steadfast-Koll Building Mortgage Loan and the mortgaged real property will be serviced and administered by the master servicer pursuant to the series CD 2005-C1 pooling and servicing agreement. The master servicer and/or special servicer will service and administer the related subordinate non-trust mortgage loan to the extent described below. The Servicing Standard set forth in the series CD 2005-C1 pooling and servicing agreement will require the master servicer and the special servicer to take into account the interests of both the series CD 2005-C1 certificateholders and the holder S-140 of the related subordinate non-trust mortgage loan when servicing the Steadfast-Koll Building Loan Combination, with a view to maximizing the realization for both as a collective whole. Any reference in this prospectus supplement to the interests of the series CD 2005-C1 certificateholders will mean, with respect to the servicing and administration of the Steadfast-Koll Building Loan Combination, the series CD 2005-C1 certificateholders and the holder of the related subordinate non-trust mortgage loan, as a collective whole. The master servicer and the special servicer have the initial authority to service and administer, and to exercise the rights and remedies with respect to, the Steadfast-Koll Building Loan Combination. Subject to certain limitations with respect to modifications and certain rights of the holder of the related subordinate non-trust mortgage loan to purchase the Steadfast-Koll Building Mortgage Loan, the holder of the related subordinate non-trust mortgage loan has no voting, consent or other rights whatsoever with respect to the master servicer's or special servicer's administration of, or the exercise of its rights and remedies with respect to, the Steadfast-Koll Building Loan Combination. Prior to a securitization of the related subordinate non-trust mortgage loan, the holder of the Steadfast-Koll Building Mortgage Loan will service or cause to be serviced the related subordinate non-trust mortgage loan. When the related subordinate non-trust mortgage loan is included within a securitization, primary and master servicers of the related subordinate non-trust mortgage loan will be designated, and such servicers will be responsible for collecting from the related borrower and distributing payments in respect of the related subordinate non-trust mortgage loan pursuant to a separate servicing agreement that governs the securitization for such subordinate non-trust mortgage loan. The master servicer under the 2005-C1 pooling and servicing agreement will otherwise administer the Steadfast-Koll Building Mortgage Loan and the related subordinate non-trust mortgage loan unless: (i) there shall occur and be continuing a Steadfast-Koll Building Material Default, in which case the master servicer and the special servicer shall collect and distribute such payments with respect to the Steadfast-Koll Building Loan Combination, subject to the terms of the Steadfast-Koll Building Intercreditor Agreement during which time the master servicer and the special servicer shall be entitled to servicing compensation in accordance with the series CD 2005-C1 pooling and servicing agreement, or (ii) the holder of the related subordinate non-trust mortgage loan purchases the Steadfast-Koll Building Mortgage Loan pursuant to the terms of the Steadfast-Koll Building Intercreditor Agreement, in which case the servicers designated to service the related subordinate non-trust mortgage loan shall assume all responsibility with respect to the servicing of the Steadfast-Koll Building Loan Combination. Modifications. The holder of the related subordinate non-trust mortgage loan may exercise certain approval rights relating to a modification of such subordinate non-trust mortgage loan that materially and adversely affects the holder of such subordinate non-trust mortgage loan prior to the expiration of the repurchase period described in the following paragraph. Furthermore, the holder of the related subordinate non-trust mortgage loan may exercise certain approval rights relating to a modification of the Steadfast-Koll Building Mortgage Loan or the related subordinate non-trust mortgage loan that materially and adversely affects the holder of such subordinate non-trust mortgage loan and certain other matters related to defaulted lease claims. Purchase of the Steadfast-Koll Building Mortgage Loan by the Holder of the Related Subordinate Companion Loan. In the event that (i) any payment of principal or interest on the Steadfast-Koll Building Mortgage Loan or the related subordinate non-trust mortgage loan becomes 90 or more days delinquent, (ii) the principal balance of such Steadfast-Koll Building Mortgage Loan or the related subordinate non-trust mortgage loan has been accelerated, (iii) the principal balance of such Steadfast-Koll Building Mortgage Loan or the related subordinate non-trust mortgage loan is not paid at maturity, (iv) the borrower declares bankruptcy or (v) any other event where the cash flow payment under the related subordinate non-trust mortgage loan has been interrupted and payments are made pursuant to the event of default waterfall, the holder of the related subordinate non-trust mortgage loan will be entitled to purchase the Steadfast-Koll Building Mortgage Loan from the trust for a period of 30 days after its receipt of a repurchase option notice, subject to certain conditions set forth in the Steadfast-Koll Building Intercreditor Agreement. The purchase price will generally equal the unpaid principal balance of the Steadfast-Koll Building Mortgage Loan, together with all unpaid interest on the Steadfast-Koll Building S-141 Mortgage Loan (other than default interest) at the related mortgage rate and any outstanding servicing expenses, advances and interest on advances for which the borrower under the Steadfast-Koll Building Mortgage Loan is responsible. Unless the borrower or an affiliate is purchasing the Steadfast-Koll Building Mortgage Loan, no prepayment consideration will be payable in connection with the purchase of the Steadfast-Koll Building Mortgage Loan. The holder of the related subordinate non-trust mortgage loan does not have any rights to cure any defaults with respect to the Steadfast-Koll Building Loan Combination. THE MORTGAGE LOAN SELLERS We will acquire the mortgage loans from the respective mortgage loan sellers on or prior to the Closing Date pursuant to separate mortgage loan purchase agreements. One hundred nineteen (119) of the mortgage loans that we intend to include in the trust fund, representing 45.7% of the Initial Mortgage Pool Balance, of which 113 mortgage loans are in loan group no. 1, representing 49.2% of the Initial Loan Group No. 1 Balance, and six (6) mortgage loans are in loan group no. 2, representing 15.1% of the Initial Loan Group No. 2 Balance, were originated by Citigroup Global Markets Realty Corp., a New York corporation whose principal offices are located in New York, New York and that is primarily engaged in the business of purchasing and originating commercial mortgage loans. CGMRC is a subsidiary of Citigroup Financial Products, Inc. and is also one of our affiliates. Citigroup Global Markets Inc., an affiliate of CGMRC, is acting as an underwriter for this transaction. Fifty-eight (58) of the mortgage loans that we intend to include in the trust fund, representing 41.4% of the Initial Mortgage Pool Balance, of which 47 mortgage loans are in loan group no. 1, representing 40.4% of the Initial Loan Group No. 1 Balance, and 11 mortgage loans are in loan group no. 2, representing 51.0% of the Initial Loan Group No. 2 Balance, were originated by German American Capital Corporation. German American Capital Corporation is a Maryland corporation whose principal offices are located in New York, New York. German American Capital Corporation is an affiliate of Deutsche Bank Securities Inc., which is an underwriter. Fifteen (15) of the mortgage loans that we intend to include in the trust fund, representing 6.9% of the Initial Mortgage Pool Balance, of which 10 mortgage loans are in loan group no. 1, representing 6.1% of the Initial Loan Group No. 1 Balance, and five (5) mortgage loans are in loan group no. 2, representing 14.0% of the Initial Loan Group No. 2 Balance, were acquired by Prudential Mortgage Capital Funding, LLC from its affiliates, Prudential Mortgage Capital Company LLC and Prudential Mortgage Capital Company, Inc. Prudential Mortgage Capital Funding, LLC is a limited liability company organized under the laws of the State of Delaware. PMCF is a wholly-owned, limited purpose, subsidiary of Prudential Mortgage Capital Company, LLC, which is a real estate financial services company which originates commercial and multifamily real estate loans throughout the United States. Thirty-three (33) of the mortgage loans that we intend to include in the trust fund, representing 5.9% of the Initial Mortgage Pool Balance, of which 21 mortgage loans are in loan group no. 1, representing 4.3% of the Initial Loan Group No. 1 Balance, 12 mortgage loans are in loan group no. 2, representing 20.0% of the Initial Loan Group No. 2 Balance, were originated by PNC Bank, National Association. PNC Bank, National Association is a national banking association with its principal office in Pittsburgh, Pennsylvania. PNC Bank is a wholly-owned indirect subsidiary of The PNC Financial Services Group, Inc., a Pennsylvania corporation, and is PNC Financial's principal bank subsidiary. PNC Bank is an affiliate of PNC Capital Markets, Inc., which is an underwriter, and is the parent of Midland Loan Services, Inc., which is acting as master servicer for the underlying mortgage loans. No mortgage loan seller has an obligation to repurchase or replace any underlying mortgage loans sold to us by another mortgage loan seller. S-142 All information concerning the underlying mortgage loans contained herein or used in the preparation of this prospectus supplement is as underwritten by the related mortgage loan seller. UNDERWRITING STANDARDS General. Each mortgage loan seller or, if applicable, each affiliated originating entity from which it acquired the mortgage loans, has the authority, to originate fixed-rate, first lien mortgage loans for securitization. Loan Analysis. Generally, each mortgage loan seller or, if applicable, each affiliated originating entity, performs both a credit analysis and collateral analysis with respect to a loan applicant and the real property that will secure the loan. In general, the credit analysis of the borrower and the real estate includes a review of historical financial statements, including rent rolls (generally unaudited), third-party credit reports (to the extent available), search reports on judgments, liens, bankruptcies and pending litigation and, if applicable, the loan payment history of the borrower. Each mortgage loan seller or, if applicable, each affiliated originating entity, typically performs a qualitative analysis which incorporates independent credit checks and published debt and equity information with respect to certain principals of the borrower as well as the borrower itself. The collateral analysis typically includes, among other things, an analysis of historical property operating statements, rent rolls, operating budgets, a projection of future performance, if applicable, and a review of tenant leases. Each mortgage loan seller or, if applicable, each affiliated originating entity, generally requires third-party appraisals, as well as environmental and building condition reports. Each report is reviewed by a staff member of the applicable mortgage loan seller or, if applicable, each affiliated originating entity, or by a third-party consultant for compliance with program standards. Generally, but not necessarily with respect to each mortgage loan seller or, if applicable, each affiliated originating entity, the results of these reviews are incorporated into an underwriting report. Loan Approval. Prior to funding, all mortgage loans must be approved by the applicable mortgage loan seller's or, if applicable, each affiliated originating entity's, credit or similar committee in accordance with its credit policies or guidelines. Debt Service Coverage Ratio and LTV Ratio. Each mortgage loan seller's or, if applicable, each affiliated originating entity's underwriting guidelines generally include minimum debt service coverage ratio and maximum loan-to-value ratio requirements. The debt service coverage ratio guidelines are generally calculated based on underwritten net cash flow at the time of origination as determined by the related mortgage loan seller or, if applicable, each affiliated originating entity. In addition, each mortgage loan seller's or, if applicable, each affiliated originating entity's, underwriting guidelines generally permit a maximum amortization period of 30 years. However, notwithstanding such guidelines, in certain circumstances the actual debt service coverage ratios, loan-to-value ratios and amortization periods for the mortgage loans originated by such mortgage loan seller or, if applicable, each affiliated originating entity, may vary from these guidelines. o Escrow Requirements. Each mortgage loan seller or, if applicable, each affiliated originating entity, often requires borrowers to fund various escrows for taxes and insurance, capital expenses and replacement reserves. Generally, these escrows, if required, are established as follows: o Taxes--Typically, an initial deposit and monthly escrow deposits equal to 1/12th of the annual property taxes (based on the most recent property tax assessment value established by the relevant taxing authority and the current millage rate) are required, which is intended to provide the mortgage loan seller or, if applicable, each affiliated originating entity, with sufficient funds to satisfy all taxes and assessments. This escrow requirement may be waived by the related mortgage loan seller or, if applicable, each affiliated originating entity, in its discretion. o Insurance--If the property is insured under an individual policy (i.e., the property is not covered by a blanket policy), typically an initial deposit and monthly escrow deposits equal to 1/12th of the annual property insurance premium are required to provide the mortgage loan seller or, if S-143 applicable, each affiliated originating entity, with sufficient funds to pay all insurance premiums. This escrow requirement may be sometimes waived. o Replacement Reserves--Replacement reserves are generally calculated in accordance with the expected useful life of the components of the mortgaged real property during the term of the related mortgage loan. o Completion Repair/Environmental Remediation--Generally, a completion repair or remediation reserve is required where an environmental or engineering report indicates that there is deferred maintenance at the property. Upon funding of the applicable mortgage loan, the mortgage loan seller or, if applicable, each affiliated originating entity, generally requires that at least 100% of the estimated costs of repairs or replacements be reserved and generally requires that repairs or replacements be completed within a specified period after the funding of the applicable mortgage loan. o Tenant Improvement/Lease Commissions--In some cases, major tenants have lease expirations prior to the expiration of the term of the related mortgage loan. To mitigate the risk that the borrower may not have, or may not be willing to expend, funds sufficient to re-lease the subject space, including the anticipated costs of tenant improvements and leasing commissions, special reserves may be required to be funded either at closing of the mortgage loan and/or during the mortgage loan term to cover those costs. See "Annex A-1--Characteristics of the Underlying Mortgage Loans and the Mortgaged Real Properties" for information regarding reserves and escrows maintained with respect to the underlying mortgage loans. ASSIGNMENT OF THE MORTGAGE LOANS; REPURCHASES AND SUBSTITUTIONS On the Closing Date, we will transfer the mortgage loans, without recourse, to the trustee for the benefit of the series CD 2005-C1 certificateholders. In connection with such transfer, the applicable mortgage loan seller is required to deliver to the trustee or to a document custodian appointed by the trustee, among other things, the following documents with respect to each mortgage loan, excluding the Outside Serviced Mortgage Loan, that we intend to include in the trust fund (as to each such underlying mortgage loan, the "Mortgage File"): (a) the original mortgage note, endorsed on its face or by allonge attached thereto, without recourse, to the order of the trustee or in blank (or, if the original mortgage note has been lost, an affidavit to such effect from the applicable mortgage loan seller or another prior holder, together with a copy of the mortgage note); (b) the original or a copy of the mortgage instrument, together with an original or a copy of any intervening assignments of the mortgage instrument, in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder's office; (c) the original or a copy of any related assignment of leases and of any intervening assignments thereof (if such item is a document separate from the related mortgage instrument), in each case (unless not yet returned by the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder's office; (d) an original assignment of the mortgage instrument in favor of the trustee or in blank and (subject to the completion of certain missing recording information and, if delivered in blank, completion of the name of the trustee) in recordable form; (e) an original assignment of any related assignment of leases (if such item is a document separate from the related mortgage instrument) in favor of the trustee or in blank and (subject to the S-144 completion of certain missing recording information and, if delivered in blank, completion of the name of the trustee) in recordable form; (f) originals or copies of all modification, consolidation, assumption and substitution agreements in those instances in which the terms or provisions of the mortgage instrument or mortgage note have been consolidated or modified or the mortgage loan has been assumed or consolidated; (g) the original or a copy of the policy or certificate of lender's title insurance, or, if such policy has not been issued or located, an irrevocable, binding commitment (which may be a pro forma or marked version of the policy that has been executed by an authorized representative of the title company or an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company) to issue such title insurance policy; (h) any filed copies (bearing evidence of filing) or other evidence of filing reasonably satisfactory to us of any prior UCC financing statements, related amendments and continuation statements in the possession of the applicable mortgage loan seller; (i) an original assignment in favor of the trustee or in blank of any financing statement executed and filed in favor of the applicable mortgage loan seller in the relevant jurisdiction; (j) any intercreditor, co-lender or similar agreement relating to permitted debt of the related borrower; (k) copies of any loan agreement, escrow agreement, security agreement or letter of credit relating to such mortgage loan; and (l) the original or a copy of any ground lease, ground lessor estoppel, environmental insurance policy or guaranty relating to such mortgage loan. In the case of the Outside Serviced Mortgage Loan, the applicable mortgage loan seller is required to deliver to the trustee or to a document custodian appointed by the trustee, only the related mortgage note, in form similar to that described in clause (a) in the preceding paragraph and the related Loan Combination Intercreditor Agreement (as to the Outside Serviced Mortgage Loan, the "Mortgage File"). As provided in the series CD 2005-C1 pooling and servicing agreement, the trustee or a custodian on its behalf is required to review each Mortgage File within a specified period following its receipt thereof. If any of the documents described in the preceding paragraph is found during the course of such review to be missing from any Mortgage File or defective, and in either case such omission or defect materially and adversely affects the value of the applicable mortgage loan or the interests of the series CD 2005-C1 certificateholders therein, the applicable mortgage loan seller, if it does not deliver the document or cure the defect (other than omissions solely due to a document not having been returned by the related recording office) within a period of 90 days following such mortgage loan seller's receipt of notice thereof, will be obligated pursuant to the applicable mortgage loan purchase agreement (the relevant rights under which will be assigned by us the trustee) to: (1) repurchase the affected mortgage loan within such 90-day period at a price (the "Purchase Price") generally equal to the sum of (a) the unpaid principal balance of such mortgage loan, (b) the unpaid accrued interest on such mortgage loan (other than any Default Interest and/or Post-ARD Additional Interest) to but not including the due date in the collection period in which the purchase is to occur plus any accrued and unpaid interest on monthly debt service advances, (c) all related and unreimbursed servicing advances plus any accrued and unpaid interest thereon, (d) any reasonable costs and expenses, including, but not limited to, the cost of any enforcement action, incurred by the master servicer, the special servicer, the trustee or the trust fund in connection with any purchase by a mortgage loan seller (to the extent not included in clause (c) above), and (e) any other Additional Trust Fund Expenses in respect of such underlying mortgage loan (including any Additional Trust Fund Expenses previously S-145 reimbursed or paid by the trust fund but not so reimbursed by the related borrower or other party or from insurance proceeds or condemnation proceeds or any other collections in respect of the underlying mortgage loan or the related mortgaged real property from a source other than the trust fund, and including, if the subject underlying mortgage loan is repurchased after the end of the required cure period (as it may be extended as described below), any liquidation fee payable to the special servicer in respect of such underlying mortgage loan, as described under "Servicing of the Underlying Mortgage Loans--Servicing and Other Compensation and Payment of Expenses--Principal Special Servicing Compensation--The Liquidation Fee"); or (2) substitute a Qualified Substitute Mortgage Loan for such mortgage loan and pay the master servicer for deposit into the master servicer's collection account a shortfall amount equal to the difference between the Purchase Price of the deleted mortgage loan calculated as of the date of substitution and the Stated Principal Balance of such Qualified Substitute Mortgage Loan as of the date of substitution (the "Substitution Shortfall Amount"); provided that, unless the document omission or defect would cause the subject mortgage loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Internal Revenue Code, the applicable mortgage loan seller will generally have an additional 90-day period to deliver the missing document or cure the defect, as the case may be, if it is diligently proceeding to effect such delivery or cure. The foregoing repurchase or substitution obligation constitutes the sole remedy available to the series CD 2005-C1 certificateholders and the trustee for any uncured failure to deliver, or any uncured defect in, a constituent mortgage loan document. Each mortgage loan seller is solely responsible for its repurchase or substitution obligation, and those obligations will not be our responsibility. Any substitution of a Qualified Substitute Mortgage Loan for a defective mortgage loan in the trust fund must occur no later than the second anniversary of the date of initial issuance of the offered certificates, and the One Court Square-Citibank Mortgage Loan may not be substituted for. The series CD 2005-C1 pooling and servicing agreement and/or the applicable mortgage loan purchase agreement will require the trustee or the related mortgage loan seller to cause each of the assignments described in clauses (d), (e) and (i) of the second preceding paragraph to be submitted for recording or filing, as applicable, in the appropriate public records within a specified time period. REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS In the related mortgage loan purchase agreement, the applicable mortgage loan seller has represented and warranted with respect to each mortgage loan that we intend to include in the trust fund (subject to certain exceptions specified in the related mortgage loan purchase agreement), as of the date of initial issuance of the offered certificates, or as of such other date specifically provided in the representation and warranty, among other things, generally that: (i) the information with respect to the subject mortgage loan set forth in the schedule of mortgage loans attached to the applicable mortgage loan purchase agreement (which contains certain of the information set forth in Annex A-1 to this prospectus supplement) was true and correct in all material respects as of the cut-off date; (ii) as of the date of its origination, the subject mortgage loan and the interest (exclusive of any default interest, late charges or prepayment premiums) contracted for thereunder complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan, including those pertaining to usury; (iii) immediately prior to the sale, transfer and assignment to us, the applicable mortgage loan seller had good and marketable title to, and was the sole owner of, each mortgage loan, and is transferring the mortgage loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the subject mortgage loan; (iv) the proceeds of the subject mortgage loan have been fully disbursed and there is no requirement for future advances thereunder by the lender; S-146 (v) each related mortgage note, mortgage instrument, assignment of leases, if any, and other agreement executed by the mortgagor in connection with the subject mortgage loan is a legal, valid and binding obligation of the related borrower (subject to any nonrecourse provisions therein and any state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except (a) that certain provisions contained in such mortgage loan documents are or may be unenforceable in whole or in part under applicable state or federal laws, but neither the application of any such laws to any such provision nor the inclusion of any such provision renders any of the mortgage loan documents invalid as a whole and such mortgage loan documents taken as a whole are enforceable to the extent necessary and customary for the practical realization of the rights and benefits afforded thereby, and (b) as such enforcement may be limited by bankruptcy, insolvency, receivership, reorganization, moratorium, redemption, liquidation or other laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law); (vi) as of the date of its origination, there was no valid offset, defense, counterclaim, abatement or right to rescission with respect to any of the related mortgage note, mortgage instrument or other agreements executed in connection therewith, and, as of the cut-off date, there was no valid offset, defense, counterclaim or right to rescission with respect to such mortgage note, mortgage instrument or other agreements, except in each case with respect to the enforceability of any provisions requiring the payment of Default Interest, late fees, Post-ARD Additional Interest, prepayment premiums or yield maintenance charges; (vii) each related assignment of the related mortgage instrument and assignment of any related assignment of leases from the applicable mortgage loan seller to the trustee constitutes the legal, valid and binding assignment from such mortgage loan seller (subject to the customary limitations set forth in clause (v) above); (viii) the related mortgage instrument is a valid and enforceable first lien on the related mortgaged real property except for the exceptions set forth in clause (v) above and subject to (a) the lien of current real property taxes, ground rents, water charges, sewer rents and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the related mortgaged real property or the security intended to be provided by such mortgage instrument or with the borrower's ability to pay its obligations under the subject mortgage loan when they become due or materially and adversely affects the value of the related mortgaged real property, (c) the exceptions (general and specific) and exclusions set forth in the related title insurance policy or appearing of record, none of which, individually or in the aggregate, materially interferes with the current use of the related mortgaged real property or the security intended to be provided by such mortgage instrument or with the borrower's ability to pay its obligations under the subject mortgage loan when they become due or materially and adversely affects the value of the related mortgaged real property, (d) other matters to which like properties are commonly subject, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the mortgaged real property or the security intended to be provided by such mortgage instrument or with the borrower's ability to pay its obligations under the subject mortgage loan when they become due or materially and adversely affects the value of the mortgaged real property, (e) the right of tenants (whether under ground leases, space leases or operating leases) at the related mortgaged real property to remain following a foreclosure or similar proceeding (provided that such tenants are performing under such leases) and (f) if the subject mortgage loan is cross-collateralized with any other mortgage loan, the lien of such mortgage instrument for such other mortgage loan, none of which, individually or in the aggregate, materially and adversely interferes with the current use of the related mortgaged real S-147 property or the security intended to be provided by such mortgage instrument or with the mortgagor's ability to pay its obligations under the subject mortgage loan when they become due or materially and adversely affects the value of the related mortgaged real property; (ix) all real estate taxes and governmental assessments, or installments thereof, which would be a lien on the related mortgaged real property and that prior to the cut-off date have become delinquent in respect of the related mortgaged real property, have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established; provided that for purposes of this representation and warranty, real estate taxes and governmental assessments and installments thereof will not be considered delinquent until the earlier of (x) the date on which interest and/or penalties would first be payable thereon and (y) the date on which enforcement action is entitled to be taken by the related taxing authority. (x) to the applicable mortgage loan seller's actual knowledge as of the cut-off date, and to the applicable mortgage loan seller's actual knowledge based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans by the applicable mortgage loan seller, each related mortgaged real property was free and clear of any material damage (other than deferred maintenance for which escrows were established at origination) that would materially and adversely affect the value of such mortgaged real property as security for the subject mortgage loan and to the applicable mortgage loan seller's actual knowledge as of the cut-off date there was no proceeding pending for the total or partial condemnation of such mortgaged real property; (xi) as of the date of its origination, all insurance coverage required under each related mortgage instrument, which insurance covered such risks as were customarily acceptable to prudent commercial and multifamily mortgage lending institutions lending on the security of property comparable to the related mortgaged real property in the jurisdiction in which such mortgaged real property is located, and with respect to a fire and extended perils insurance policy, was in an amount (subject to a customary deductible) at least equal to the lesser of (a) the replacement cost of improvements located on such mortgaged real property, or (b) the initial principal balance of the subject mortgage loan, and in any event, the amount necessary to prevent operation of any co-insurance provisions, was in full force and effect with respect to each related mortgaged real property; (xii) as of the date of initial issuance of the offered certificates, the subject mortgage loan is not, and in the prior 12 months (or since the date of origination if the subject mortgage loan has been originated within the past 12 months), has not been, 30 days or more past due in respect of any scheduled payment; and (xiii) one or more environmental site assessments, updates or transaction screens thereof were performed by an environmental consulting firm independent of the applicable mortgage loan seller and the applicable mortgage loan seller's affiliates with respect to each related mortgaged real property during the 18-month period preceding the origination of the subject mortgage loan, and the applicable mortgage loan seller, having made no independent inquiry other than to review the report(s) prepared in connection with the assessment(s), updates or transaction screens referenced herein, has no actual knowledge and has received no notice of any material and adverse environmental condition or circumstance affecting such mortgaged real property that was not disclosed in such report(s). In the case of a breach of any of the loan-level representations and warranties in any mortgage loan purchase agreement that materially and adversely affects the value of any of the underlying mortgage loans or the interests of the series CD 2005-C1 certificateholders therein, the applicable mortgage loan seller, if it does not S-148 cure such breach within a period of 90 days following its receipt of notice thereof, is obligated pursuant to the applicable mortgage loan purchase agreement (the relevant rights under which have been assigned by us to the trustee) to either substitute a Qualified Substitute Mortgage Loan and pay any Substitution Shortfall Amount or to repurchase the affected mortgage loan within such 90-day period at the applicable Purchase Price; provided that, unless the breach would cause the mortgage loan not to be a qualified mortgage within the meaning of Section 860G(a)(3) of the Internal Revenue Code, the applicable mortgage loan seller generally has an additional 90-day period to cure such breach if it is diligently proceeding with such cure. Each mortgage loan seller is solely responsible for its repurchase or substitution obligation, and such obligations will not be our responsibility. Any substitution of a Qualified Substitute Mortgage Loan for a defective mortgage loan in the trust fund must occur no later than the second anniversary of the date of initial issuance of the offered certificates, and a Qualified Substitute Mortgage Loan may not be substituted for the One Court Square-Citibank Mortgage Loan. The foregoing substitution or repurchase obligation constitutes the sole remedy available to the series CD 2005-C1 certificateholders and the trustee for any uncured material breach of any mortgage loan seller's representations and warranties regarding its mortgage loans. There can be no assurance that the applicable mortgage loan seller will have the financial resources to repurchase any mortgage loan at any particular time. Each mortgage loan seller is the sole warranting party in respect of the mortgage loans sold by that mortgage loan seller to us, and no other person or entity will be obligated to substitute or repurchase any such affected mortgage loan in connection with a material breach of a mortgage loan seller's representations and warranties if such mortgage loan seller defaults on its obligation to do so. REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS If (a) any underlying mortgage loan is required to be repurchased or substituted for in the manner described above in "--Assignment of the Mortgage Loans; Repurchases and Substitutions" or "--Representations and Warranties; Repurchases and Substitutions," (b) that mortgage loan is cross-collateralized and cross-defaulted with one or more other mortgage loans in the trust fund and (c) the applicable document omission or defect or breach of a representation and warranty giving rise to the repurchase/substitution obligation does not otherwise relate to any other Crossed Loan in the subject Crossed Group (without regard to this paragraph), then the applicable document omission or defect or the applicable breach, as the case may be, will be deemed to relate to the other Crossed Loans in the subject Crossed Group for purposes of this paragraph, and the related mortgage loan seller will be required to repurchase or substitute for such other Crossed Loan(s) in the subject Crossed Group as provided above in "--Assignment of the Mortgage Loans; Repurchases and Substitutions" or "--Representations and Warranties; Repurchases and Substitutions" unless: (i) the debt service coverage ratio for all of the remaining Crossed Loans for the four calendar quarters immediately preceding the repurchase or substitution is not less than the debt service coverage ratio for all such related Crossed Loans, including the actually affected Crossed Loan, for the four calendar quarters immediately preceding the repurchase or substitution, (ii) the loan-to-value ratio for any of the remaining related Crossed Loans, determined at the time of repurchase or substitution based upon an appraisal obtained by the special servicer at the expense of the related mortgage loan seller is not greater than the loan-to-value ratio for all such related Crossed Loans, including the actually affected Crossed Loan, determined at the time of repurchase or substitution based upon an appraisal obtained by the special servicer at the expense of the related mortgage loan seller, and (iii) the trustee receives an opinion of counsel to the effect that such repurchase or substitution will not adversely affect the tax status of REMIC I or REMIC II. In the event that the remaining Crossed Loans satisfy the aforementioned criteria, the applicable mortgage loan seller may elect either to repurchase or substitute for only the actually affected Crossed Loan as to which the related breach or the related document omission or defect, as the case may be, exists or to repurchase or substitute for all of the Crossed Loans in the related Crossed Group. To the extent that the related mortgage loan seller repurchases or substitutes for an affected Crossed Loan as described in the immediately preceding paragraph while the trustee continues to hold any related Crossed Loans, we and the related mortgage loan seller have agreed in the related mortgage loan purchase agreement to forbear from enforcing any remedies against the other's Primary Collateral, but each is permitted to exercise remedies against the Primary Collateral securing its respective affected Crossed Loans, including, with respect to S-149 the trustee, the Primary Collateral securing mortgage loans still held by the trustee, so long as such exercise does not materially impair the ability of the other party to exercise its remedies against its Primary Collateral. If the exercise of remedies by one party would materially impair the ability of the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Loans held by such party, then both parties have agreed in the related mortgage loan purchase agreement to forbear from exercising such remedies until the loan documents evidencing and securing the relevant mortgage loans can be modified in a manner that complies with the related mortgage loan purchase agreement to remove the threat of material impairment as a result of the exercise of remedies. Notwithstanding the foregoing discussion, if any mortgage loan is otherwise required to be repurchased or substituted for in the manner described above, as a result of a document defect or breach with respect to one or more mortgaged real properties that secure a mortgage loan that is secured by multiple properties, the related mortgage loan seller will not be required to effect a repurchase or substitution of the subject mortgage loan if-- o the affected mortgaged real property(ies) may be released pursuant to the terms of any partial release provisions in the related loan documents and such mortgaged real property(ies) are, in fact, released, and to the extent not covered by the applicable release price required under the related loan documents, the related mortgage loan seller pays (or causes to be paid) any additional amounts necessary to cover all reasonable out-of-pocket expenses reasonably incurred by the master servicer, the special servicer, the trustee or the trust fund in connection with such release, o the remaining mortgaged real property(ies) satisfy the requirements, if any, set forth in the loan documents and the applicable mortgage loan seller provides an opinion of counsel to the effect that such release would not cause either of REMIC I or REMIC II to fail to qualify as a REMIC under the Code or result in the imposition of any tax on prohibited transactions or contributions after the startup day of either REMIC I or REMIC II under the Code, and o the related mortgage loan seller obtains written confirmation from each applicable rating agency that the release will not result in a qualification, downgrade or withdrawal of any of the then-current ratings of the offered certificates. CHANGES IN MORTGAGE POOL CHARACTERISTICS The description in this prospectus supplement of the underlying mortgage loans and the related mortgaged real properties is based upon the mortgage pool as it is expected to be constituted at the time the offered certificates are issued assuming that (i) all scheduled principal and interest payments due on or before the cut-off date will be made, and (ii) there will be no principal prepayments on or before the cut-off date. Prior to the issuance of the offered certificates, mortgage loans may be removed from the mortgage pool as a result of prepayments, delinquencies, incomplete documentation or otherwise, if we or the applicable mortgage loan seller deems that removal necessary, appropriate or desirable. A limited number of other mortgage loans may be included in the mortgage pool prior to the issuance of the offered certificates, unless including those mortgage loans would materially alter the characteristics of the Mortgage Pool as described in this prospectus supplement. We believe that the information set forth in this prospectus supplement will be representative of the characteristics of the mortgage pool as it will be constituted at the time the offered certificates are issued, although the range of mortgage rates and maturities, as well as other characteristics, of the subject mortgage loans described in this prospectus supplement may vary. A current report on Form 8-K will be available to purchasers of the offered certificates on or shortly after the date of initial issuance of the offered certificates. That current report on Form 8-K will be filed, together with the series CD 2005-C1 pooling and servicing agreement, with the Securities and Exchange Commission within 15 days after the initial issuance of the offered certificates. S-150 SERVICING OF THE UNDERLYING MORTGAGE LOANS GENERAL The series CD 2005-C1 pooling and servicing agreement will govern the servicing and administration of the mortgage loans in the trust fund, except for the Outside Serviced Mortgage Loan. The following discussions describe some of the provisions of the series CD 2005-C1 pooling and servicing agreement relating to the servicing and administration of those mortgage loans and any related REO Properties. You should also refer to the accompanying prospectus, in particular the section captioned "Description of the Governing Documents", for additional important information regarding provisions of the series CD 2005-C1 pooling and servicing agreement that relate to the rights and obligations of the master servicer and the special servicer. The master servicer and the special servicer must each service and administer the underlying mortgage loans (other than the Outside Serviced Mortgage Loan) and any related REO Properties for which it is responsible, directly or through sub-servicers, in accordance with: o any and all applicable laws; o the express terms of the series CD 2005-C1 pooling and servicing agreement; o the express terms of the related loan documents, including any intercreditor agreements; and o to the extent consistent with the foregoing, the Servicing Standard. In general, the master servicer will be responsible for the servicing and administration of: o all mortgage loans in the trust fund (other than the Outside Serviced Mortgage Loan) as to which no Servicing Transfer Event has occurred; and o all worked-out mortgage loans in the trust fund (other than the Outside Serviced Mortgage Loan) as to which no new Servicing Transfer Event has occurred. The special servicer, on the other hand, will be responsible for the servicing and administration of each mortgage loan in the trust fund (other than the Outside Serviced Mortgage Loan) as to which a Servicing Transfer Event has occurred and which has not yet been worked-out with respect to that Servicing Transfer Event. The special servicer will also be responsible for the administration of each REO Property in the trust fund (other than an Outside Administered REO Property). Despite the foregoing, subject to the rights and obligations of the Outside Servicers regarding Outside Serviced Mortgage Loan and Outside Administered REO Properties, the series CD 2005-C1 pooling and servicing agreement will require the master servicer to continue to receive payments, make certain calculations and, subject to the master servicer's timely receipt of information from the special servicer, prepare certain reports to the trustee with respect to any specially serviced mortgage loans and REO Properties in the trust fund. The master servicer may also render other incidental services with respect to any specially serviced mortgage loans and REO Properties in the trust fund (other than the Outside Serviced Mortgage Loan and any Outside Administered REO Property). Neither the master servicer nor the special servicer will have responsibility for the performance by the other of its respective obligations and duties under the series CD 2005-C1 pooling and servicing agreement. The master servicer will transfer servicing of an underlying mortgage loan (other than the Outside Serviced Mortgage Loan) to the special servicer, if it has not already done so, upon the occurrence of a Servicing S-151 Transfer Event with respect to that mortgage loan. The special servicer will return the servicing of that mortgage loan to the master servicer, and that mortgage loan will be considered to have been worked-out, if and when all Servicing Transfer Events with respect to that mortgage loan cease to exist as contemplated by the definition of "Servicing Transfer Event". In general, subject to the discussion under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" below, the master servicer and/or, if a Servicing Transfer Event exists, the special servicer will be responsible for servicing and administering the Serviced Loan Combinations under the series CD 2005-C1 pooling and servicing agreement on behalf of the trust, as holder of the related underlying mortgage loan, and the related co-lender/intercreditor agreement and the corresponding Non-Trust Loan Noteholder(s) generally as if the entire Serviced Loan Combination were a mortgage loan in the trust fund. A Servicing Transfer Event with respect to any mortgage loan that is part of a Serviced Loan Combination will generally result in a transfer of servicing of the entire Serviced Loan Combination to the special servicer. However, in the case of each of the Maine Mall Loan Combination and the Chico Mall Loan Combination, the related Non-Trust Loan Noteholders will have certain cure rights with respect to defaults under the related underlying mortgage loan that would prevent the subject Loan Combination from becoming specially serviced. In the case of the One Court Square-Citibank Mortgage Loan, the Majority Class OCS Certificateholders will have certain cure rights with respect to defaults on that mortgage loan that would prevent the mortgage loan from becoming specially serviced. Some of the mortgage loans that we intend to include in the trust fund are currently being serviced by third-party servicers that are entitled to and will become sub-servicers of these loans on behalf of the master servicer. Some of those sub-servicers may not be terminable by the master servicer except for cause. As indicated above, the Loews Universal Hotel Portfolio Mortgage Loan, which is the Outside Serviced Mortgage Loan, will not be serviced under the series CD 2005-C1 pooling and servicing agreement. Under the terms of the Loews Universal Hotel Portfolio Intercreditor Agreement, for so long as the applicable Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan and the Loews Universal Hotel Portfolio B-Note Non-Trust Loans are part of the J.P. Morgan Series 2005-CIBC12 commercial mortgage securitization, the Loews Universal Hotel Portfolio Loan Combination will be administered by the Series 2005-CIBC12 servicer and the Series 2005-CIBC12 special servicer, in accordance with the Series 2005-CIBC12 pooling and servicing agreement. See "Description of the Mortgage Pool--The Loan Combinations--The Loews Universal Hotel Portfolio Loan Combination" in this prospectus supplement. The discussion below regarding servicing generally relates solely to the servicing of the mortgage loans in the trust, exclusive of the Outside Serviced Mortgage Loan, under the series CD 2005-C1 pooling and servicing agreement. The servicing arrangements under the Series 2005-CIBC12 pooling and servicing agreement is generally similar but not identical to those under the series CD 2005-C1 pooling and servicing agreement. For a discussion of some of the significant differences between the servicing of the mortgage loans under the series CD 2005-C1 pooling and servicing agreement and the servicing of the Outside Serviced Mortgage Loan under the Series 2005-CIBC12 pooling and servicing agreement, see "Description of the Mortgage Pool--The Loan Combinations--The Loews Universal Hotel Portfolio Loan Combination--Comparison of Servicing Under the Series CD 2005-C1 Pooling and Servicing Agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement" in this prospectus supplement. THE MASTER SERVICER AND THE SPECIAL SERVICER The Master Servicer. Midland Loan Services, Inc., a Delaware corporation, in its capacity as master servicer under the series CD 2005-C1 pooling and servicing agreement, will be responsible for servicing the mortgage loans (other than the Outside Serviced Mortgage Loan) that are not specially serviced mortgage loans and will not be responsible for servicing REO Properties. Although the master servicer will be authorized to employ agents, including sub-servicers, to service the mortgage loans or perform certain servicing functions for which it will be responsible, the master servicer will remain liable for its servicing obligations under the series CD 2005-C1 pooling and servicing agreement. S-152 Midland Loan Services, Inc. is a wholly-owned subsidiary of PNC Bank, National Association, one of the mortgage loan sellers, and an affiliate of PNC Capital Markets, Inc., one of the underwriters. PNC Bank, National Association and PNC Capital Markets, Inc. are both wholly-owned subsidiaries of The PNC Financial Services Group, Inc. Midland is a real estate financial services company that provides loan servicing and asset management for large pools of commercial and multifamily real estate assets. Midland's principal offices are located at 10851 Mastin Street, Building 82, Suite 700, Overland Park, Kansas 66210. As of September 30, 2005, Midland was servicing approximately 17,832 commercial and multifamily loans with a principal balance of approximately $150.4 billion. The collateral for such loans is located in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 11,924 of such loans, with a total principal balance of approximately $91.6 billion, pertain to commercial and multifamily mortgage-backed securities. Property type concentrations within the portfolio include multifamily, office, retail, hospitality and other types of income producing properties. Midland also provides commercial loan servicing for newly-originated loans and loans acquired in the secondary market for financial institutions, private investors and issuers of commercial and multifamily mortgage-backed securities. Midland is approved as a master servicer, special servicer and primary servicer for investment-grade rated commercial and multifamily mortgage-backed securities by Fitch, Moody's and S&P. Midland has received the highest rankings as a master, primary and special servicer from both Fitch and S&P. S&P ranks Midland as "Strong" and Fitch ranks Midland as "1" for each category. Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight(R), that contains updated performance information at the portfolio, loan and property levels on the various commercial mortgage-backed securities transactions that it services. Certificateholders, prospective transferees and other appropriate parties may obtain access to CMBS Investor Insight(R) through Midland's website, "www.midlandls.com". Midland may require registration and the execution of an access agreement in connection with providing access to CMBS Investor Insight(R). Specific questions about portfolio, loan and property performance may be sent to Midland via e-mail at askmidland@midlandls.com. The information set forth in this prospectus supplement concerning Midland Loan Services, Inc. in the six preceding paragraphs has been provided by it. Neither we nor any of the underwriters makes any representation or warranty as to the accuracy or completeness of this information. Midland will make no representation as to the validity or sufficiency of the series CD 2005-C1 pooling and servicing agreement, the series CD 2005-C1 certificates, the underlying mortgage loans, this prospectus supplement or related documents. The Loews Universal Hotel Portfolio Mortgage loan is being serviced and administered under the Series 2005-CIBC12 pooling and servicing agreement by GMAC Commercial Mortgage Corporation. The Special Servicer. LNR Partners, Inc., a Florida corporation and a subsidiary of LNR Property Holdings Ltd, (LNR Ltd), will act as special servicer with respect to the mortgage pool (other than the Outside Serviced Mortgage Loan) and any related REO Properties. The principal executive offices of LNR Partners are located at 1601 Washington Avenue, Miami Beach, Florida 33139, and its telephone number is (305) 695-5600. LNR Ltd., through its subsidiaries, affiliates and joint ventures, is involved in the real estate investment, finance and management business and engages principally in: o acquiring, developing, repositioning, managing and selling commercial and multifamily residential real estate properties, o investing in high-yielding real estate loans, and S-153 o investing in, and managing as special servicer, unrated and non-investment grade rated commercial mortgage-backed securities. LNR Partners, Inc. and its affiliates have regional offices located across the country in Florida, Georgia, Oregon, Texas, Massachusetts, North Carolina and California, and in Europe in London, England, Paris, France and Munich, Germany. As of May 31, 2005, LNR Partners and its affiliates were specially servicing a portfolio which included an original count of approximately 16,000 assets in all 50 states and in Europe with an original face value of $130 billion, all of which are commercial real estate assets. LNR Partners and its affiliates own and are in the business of acquiring assets similar in type to the assets of the trust. Accordingly, the assets of LNR Partners and its affiliates may, depending upon the particular circumstances including the nature and location of such assets, compete with the mortgaged real properties securing the underlying mortgage loans for tenants, purchasers, financing and so forth. The information set forth in this prospectus supplement concerning LNR Partners has been provided by it. Neither we nor any of the underwriters makes any representation or warranty as to the accuracy or completeness of this information. LNR Partners will make no representations as to the validity or sufficiency of the series CD 2005-C1 pooling and servicing agreement, the series CD 2005-C1 certificates, the underlying mortgage loans, this prospectus supplement or related documents. If the Loews Universal Hotel Portfolio Mortgage Loan experiences the equivalent of a Servicing Transfer Event under the Series 2005-CIBC12 pooling and servicing agreement, it is anticipated that it will be specially serviced under that agreement by J.E. Robert Company, Inc. SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES The Master Servicing Fee. The principal compensation to be paid to the master servicer with respect to its master servicing activities will be the master servicing fee. The master servicing fee will be earned with respect to each and every mortgage loan (including the One Court Square-Citibank Non-Pooled Portion) in the trust fund, including: o each specially serviced mortgage loan, if any; o each mortgage loan, if any, as to which the corresponding mortgaged real property has become an REO Property; and o each mortgage loan, if any, that has been defeased. In the case of each mortgage loan in the trust, the master servicing fee will: o be calculated on an Actual/360 Basis; o accrue at the related master servicing fee rate, which on a loan-by-loan basis will range from 0.0200% per annum to 0.1100% per annum; o accrue on the same principal amount as interest accrues or is deemed to accrue, from time to time with respect to that mortgage loan; and o be payable monthly from amounts received with respect to, or allocable as recoveries of, interest on that mortgage loan or, following liquidation of that mortgage loan and any related REO Property, from general collections on the other mortgage loans and REO Properties in the trust. For purposes of this prospectus supplement, master servicing fees include primary servicing fees. S-154 In addition, a separate servicing fee will be paid to the Series 2005-CIBC12 servicer with respect to the Outside Serviced Mortgage Loan. Subject to certain conditions, Midland is entitled, under the series CD 2005-C1 pooling and servicing agreement, to receive, or to assign or pledge to any qualified institutional buyer or institutional accredited investor (other than a Plan), an excess servicing strip, which is a portion of the master servicing fee. If Midland resigns or is terminated as master servicer, it (or its assignee) will continue to be entitled to receive the excess servicing strip and will be paid that excess servicing strip (except to the extent that any portion of the excess servicing strip is needed to compensate any successor master servicer for assuming the duties of Midland as master servicer under the series CD 2005-C1 pooling and servicing agreement). We make no representation or warranty regarding whether, following any resignation or termination of Midland as master servicer, (a) any holder of the excess servicing strip would dispute the trustee's determination that any portion of the excess servicing strip was necessary to compensate a successor master servicer or (b) the ability of the trustee to successfully recapture the excess servicing strip or any portion of that strip from any holder of the excess servicing strip, in particular if that holder were the subject of a bankruptcy or insolvency proceeding. Master servicing fees payable with respect to a Serviced Loan Combination will be payable out of collections on the entire Serviced Loan Combination. Prepayment Interest Shortfalls. The series CD 2005-C1 pooling and servicing agreement will provide that, if any Prepayment Interest Shortfall is incurred by reason of a voluntary principal prepayment being made by a borrower with respect to any of the underlying mortgage loans (excluding the Outside Serviced Mortgage Loan, any specially serviced mortgage loan and any mortgage loan for which the special servicer has waived a prepayment restriction) during any collection period, then the master servicer must make a non-reimbursable payment with respect to the related payment date in an amount equal to the lesser of: o the amount of the subject Prepayment Interest Shortfall; and o the sum of-- 1. the master servicing fee (calculated for this purpose only at a rate of 0.01% per annum) received by the master servicer during such collection period on the subject prepaid mortgage loan, and 2. any investment income earned on the related principal prepayment during such collection period while on deposit in the master servicer's collection account. No other master servicing compensation will be available to cover Prepayment Interest Shortfalls. Any payments made by the master servicer with respect to any payment date to cover Prepayment Interest Shortfalls will be included in the Total Available P&I Funds for that payment date, as described under "Description of the Offered Certificates--Payments" in this prospectus supplement. If the amount of Prepayment Interest Shortfalls incurred with respect to the mortgage pool during any collection period exceeds the total of any and all payments made by the master servicer with respect to the related payment date to cover those Prepayment Interest Shortfalls, then the resulting Net Aggregate Prepayment Interest Shortfall will be allocated among the respective interest-bearing classes of the series CD 2005-C1 certificates (in the case of each of the A-2FL class and the A-MFL class, through the corresponding REMIC II regular interest), in reduction of the interest payable thereon, as and to the extent described under "Description of the Offered Certificates--Payments--Payments of Interest" in this prospectus supplement. S-155 The master servicer will not cover any interest shortfalls similar to Prepayment Interest Shortfalls that occur by reason of involuntary prepayments made with insurance proceeds, condemnation proceeds and/or liquidation proceeds. Principal Special Servicing Compensation. The principal compensation to be paid to the special servicer with respect to its special servicing activities in respect of the underlying mortgage loans (including the One Court Square--Citibank Non-Pooled Portion) will be: o the special servicing fee; o the workout fee; and o the liquidation fee. The Special Servicing Fee. The special servicing fee will be earned with respect to any underlying mortgage loan (other than the Outside Serviced Mortgage Loan): o that is being specially serviced; or o as to which the corresponding mortgaged real property has become an REO Property. In the case of each underlying mortgage loan that satisfies the criteria described in the foregoing paragraph, the special servicing fee will: o be calculated on an Actual/360 Basis; o accrue at a special servicing fee rate of 0.35% per annum, with a minimum fee of $4,000 for any one-month period for each mortgage loan that is being specially serviced or as to which the related mortgaged real property has become an REO Property; o accrue on the same principal amount as interest accrues or is deemed to accrue from time to time with respect to that mortgage loan; and o generally be payable monthly from general collections on all the mortgage loans and any REO Properties in the trust fund, that are on deposit in the master servicer's collection account from time to time. The Workout Fee. The special servicer will, in general, be entitled to receive a workout fee with respect to each underlying mortgage loan (other than the Outside Serviced Mortgage Loan) as to which, following a period of special servicing and resolution of all Servicing Transfer Events, servicing thereof has been returned to the master servicer. The workout fee for any such underlying mortgage loan will generally be payable out of, and will be calculated by application of a workout fee rate of 1.0% to, each collection of interest, other than Default Interest and Post-ARD Additional Interest, and principal received on the subject mortgage loan for so long as it remains a worked-out mortgage loan. The workout fee with respect to any underlying mortgage loan referred to in the prior paragraph will cease to be payable if a new Servicing Transfer Event occurs with respect to that loan or if the related mortgaged real property becomes an REO Property. However, a new workout fee would become payable if the subject underlying mortgage loan again became a worked-out mortgage loan with respect to that new Servicing Transfer Event. S-156 If the special servicer is terminated or resigns, then it will retain the right to receive any and all workout fees payable with respect to mortgage loans (other than the Outside Serviced Mortgage Loan) that were worked-out -- or, in some cases, about to be worked out -- by it during the period that it acted as special servicer and as to which no new Servicing Transfer Event had occurred as of the time of its termination or resignation. The successor special servicer will not be entitled to any portion of those workout fees. Although workout fees are intended to provide the special servicer with an incentive to better perform its duties, the payment of any workout fee may reduce amounts payable to the holders of the offered certificates. The Liquidation Fee. Except as described in the next paragraph, the special servicer will be entitled to receive a liquidation fee with respect to: (a) any specially serviced mortgage loan in the trust fund (or any Qualified Substitute Mortgage Loan delivered in replacement thereof by the related mortgage loan seller), other than the Outside Serviced Mortgage Loan, for which it obtains a full, partial or discounted payoff; and (b) any specially serviced mortgage loan or REO Property in the trust fund (or any Qualified Substitute Mortgage Loan delivered in replacement thereof by the related mortgage loan seller), other than the Outside Serviced Mortgage Loan and any Outside Administered REO Property, as to which it receives any liquidation proceeds, sale proceeds or REO revenues, including any specially serviced mortgage loan repurchased by the applicable mortgage loan seller outside of the required cure period (as that cure period may be extended) as described above under "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. As to each such specially serviced mortgage loan and REO Property, other than the Outside Serviced Mortgage Loan and any Outside Administered REO Property, the liquidation fee will generally be payable from, and will be calculated by application of a liquidation fee rate of 1.0% to, the portion of the related payment, proceeds or revenues allocable as a full or partial recovery of principal, interest or expenses. Despite anything to the contrary described in the prior paragraph, no liquidation fee will be payable based on, or out of, insurance proceeds, condemnation proceeds or proceeds received in connection with: o the repurchase or replacement of any mortgage loan in the trust fund by or on behalf of a mortgage loan seller for a breach of representation or warranty or for defective or deficient mortgage loan documentation, so long as the repurchase or substitution occurs within the required cure period (as that cure period may be extended), as described under "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement; o the purchase of any Defaulted Mortgage Loan out of the trust fund by the special servicer or the Majority Controlling Class Certificateholder, as described under "--Fair Value Purchase Option" below; o the purchase of an underlying mortgage loan that is part of a Loan Combination by a related Non-Trust Loan Noteholder, as described under "Description of the Mortgage Pool--The Loan Combinations" in this prospectus supplement, or by the Majority Class OCS Certificateholders, as described under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders", so long as the purchase occurs within 90 days of the date that the purchase option is first exercised; o the purchase of any mortgage loan out of the trust fund by a related mezzanine lender pursuant to any applicable intercreditor, co-lender or similar agreement unless specified in the related mezzanine intercreditor agreement; or o the purchase of all of the mortgage loans and REO Properties in the trust fund by the master servicer, the special servicer or the Majority Controlling Class Certificateholder in connection S-157 with the termination of the trust, all as described under "Description of the Offered Certificates--Termination" in this prospectus supplement. Although liquidation fees are intended to provide the special servicer with an incentive to better perform its duties, the payment of any liquidation fee may reduce amounts payable to the holders of the offered certificates. Serviced Loan Combinations. Any special servicing fees, workout fees and liquidation fees earned with respect to a Serviced Loan Combination may be paid out of collections on the entire Serviced Loan Combination. Outside Serviced Mortgage Loan. With respect to the special servicing fees, workout fees and liquidation fees relating to the Outside Serviced Mortgage Loan, see "Description of the Mortgage Pool--The Loan Combinations--The Loews Universal Hotel Portfolio Loan Combination--Comparison of Servicing Under the Series CD 2005-C1 Pooling and Servicing Agreement and the Series 2005-CIBC12 Pooling and Servicing Agreement" in this prospectus supplement. Additional Servicing Compensation. As additional master servicing compensation, the master servicer will be entitled to receive any Prepayment Interest Excesses collected (and, in the case of the Outside Serviced Mortgage Loan, passed through to the trust fund, if any) with respect to the underlying mortgage loans. In addition, the following items collected (and, in the case of the Outside Serviced Mortgage Loan, passed through to the trust fund, if any) on any particular mortgage loan in the trust fund will be allocated between the master servicer and the special servicer as additional compensation in accordance with the series CD 2005-C1 pooling and servicing agreement: o any late payment charges and Default Interest actually collected on any particular mortgage loan in the trust fund, which late payment charges and Default Interest are not otherwise applied to reimburse the parties to the series CD 2005-C1 pooling and servicing agreement for, or to offset, certain expenses of the trust (including interest on advances), each as provided in the series CD 2005-C1 pooling and servicing agreement; and o any modification fees, assumption fees, assumption application fees, earnout fees, consent/waiver fees and other comparable transaction fees and charges. The master servicer will be authorized to invest or direct the investment of funds held in its collection account or in any escrow and/or reserve account maintained by it, in Permitted Investments. See "--Collection Account" below and "Description of the Offered Certificates" in this prospectus supplement. The master servicer: o will generally be entitled to retain any interest or other income earned on those funds; and o will generally be required to cover any losses of principal of those investments from its own funds, to the extent those losses are incurred with respect to investments made for that master servicer's benefit. The master servicer will not be obligated, however, to cover any losses resulting solely from the bankruptcy or insolvency of any depository institution or trust company holding any of those accounts so long as those institutions or trust companies meet certain eligibility requirements set forth in the series CD 2005-C1 pooling and servicing agreement. The special servicer will be authorized to invest or direct the investment of funds held in its REO account in Permitted Investments. See "--REO Properties" below. The special servicer: S-158 o will be entitled to retain any interest or other income earned on those funds; and o will generally be required to cover any losses of principal of those investments from its own funds. The special servicer will not be obligated, however, to cover any losses resulting solely from the bankruptcy or insolvency of any depository institution or trust company holding its REO account so long as that institution or trust company meets certain eligibility requirements set forth in the series CD 2005-C1 pooling and servicing agreement. Payment of Expenses; Servicing Advances. Each of the master servicer and the special servicer will be required to pay its overhead costs and any general and administrative expenses incurred by it in connection with its servicing activities under the series CD 2005-C1 pooling and servicing agreement. The master servicer and the special servicer will not be entitled to reimbursement for these expenses except as expressly provided in the series CD 2005-C1 pooling and servicing agreement. Any and all customary, reasonable and necessary out-of-pocket costs and expenses incurred by or on behalf of the master servicer, the special servicer, the trustee or the fiscal agent in connection with the servicing of a mortgage loan in the trust fund (which, in the case of the One Court Square-Citibank Mortgage Loan, will include the One Court Square-Citibank Non-Pooled Portion) or in connection with the administration of any REO Property in the trust fund, will generally be servicing advances. Servicing advances will be reimbursable from future payments and other collections, including insurance proceeds, condemnation proceeds and liquidation proceeds, received in connection with the related mortgage loan or REO Property. The special servicer will generally be required to give the master servicer not less than five business days' notice (or two business days' notice, if required to be made on an emergency or urgent basis) with respect to servicing advances to be made on a specially serviced mortgage loan or REO Property in the trust fund (other than the Outside Serviced Mortgage Loan or any Outside Administered REO Property, as the case may be), before the date on which the master servicer is required to make any servicing advance with respect to that mortgage loan or REO Property. If the master servicer is required under the series CD 2005-C1 pooling and servicing agreement to make a servicing advance, but it does not do so within 15 days (or such shorter period as may be required to avoid foreclosure of liens for delinquent real estate taxes or a lapse in insurance coverage) after the servicing advance is required to be made, then the trustee will be required: o if any of certain officers of the trustee has actual knowledge of the failure, to give the master servicer notice of the failure; and o if the failure continues for five more business days after such notice, to make the servicing advance. The fiscal agent will be required to make any servicing advances that the trustee was required, but failed, to make. Despite the foregoing discussion or anything else to the contrary in this prospectus supplement, none of the master servicer, the special servicer, the trustee or the fiscal agent will be obligated to make servicing advances that, in the judgment of the party making the advance, or in the judgment of the special servicer (in the case of a servicing advance by the master servicer, the trustee or the fiscal agent), would not be ultimately recoverable (together with accrued and unpaid interest on the advance) from expected collections on the related mortgage loan or REO Property. If the master servicer, the special servicer, the trustee or the fiscal agent makes any servicing advance that it subsequently determines, or that the special servicer determines (in the case of S-159 servicing advances by the master servicer, the trustee or the fiscal agent), is not recoverable (together with accrued and unpaid interest on the advance) from expected collections on the related mortgage loan or REO Property, it may obtain reimbursement for that advance, together with interest on that advance, out of general collections on the underlying mortgage loans and any related REO Properties that are on deposit in the master servicer's collection account from time to time as more particularly described in this prospectus supplement. The trustee and the fiscal agent may conclusively rely on the determination of the master servicer, and the master servicer, the trustee and the fiscal agent, in the case of specially serviced mortgage loans and REO Properties, must conclusively rely on the determination of the special servicer, regarding the nonrecoverability of a servicing advance. In making a recoverability determination in accordance with the series CD 2005-C1 pooling and servicing agreement, the master servicer, the special servicer, the trustee and the fiscal agent may consider, among other things, the obligations of the borrower under the terms of the related mortgage loan as it may have been modified, the condition of the related mortgaged real property, future expenses, and the existence and amount of any outstanding advances on the subject underlying mortgage loan, together with (to the extent accrued and unpaid) interest on such advances, and the existence and amount of any nonrecoverable advances in respect of other underlying mortgage loans, the reimbursement of which is being deferred as contemplated in the next paragraph. Notwithstanding the foregoing, upon a determination that a previously made servicing advance (together with interest accrued and unpaid on the advance) is not recoverable from expected collections on the related underlying mortgage loan or REO Property in the trust fund, instead of obtaining reimbursement out of general collections on the mortgage pool immediately, any of the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, may, in its sole discretion, elect to obtain reimbursement for such nonrecoverable servicing advance over a period of time (not to exceed more than 6 to 12 months -- depending on the extent to which reimbursements are made solely from collections of principal or from collections of principal and interest during the deferral period -- without the consent of the series 2003-C5 controlling class representative) and the unreimbursed portion of that advance will accrue interest at the prime rate described below. At any time after such a determination to obtain reimbursement over time in accordance with the preceding sentence, the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, may, in its sole discretion, decide to obtain reimbursement from general collections on the mortgage pool immediately. The fact that a decision to recover a nonrecoverable servicing advance over time, or not to do so, benefits some classes of series CD 2005-C1 certificateholders to the detriment of other classes of series CD 2005-C1 certificateholders will not, with respect to the master servicer or the special servicer, constitute a violation of the Servicing Standard or, with respect to the trustee or the fiscal agent, constitute a violation of any fiduciary duty to the series CD 2005-C1 certificateholders and/or contractual duty under the series CD 2005-C1 pooling and servicing agreement. In the event that the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, elects not to recover such nonrecoverable advances over time, the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, will be required to give S&P and Moody's at least 15 days' notice prior to any such reimbursement, unless the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, makes a determination not to give such notices in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement. If the master servicer, the special servicer, the trustee or the fiscal agent reimburses itself out of general collections on the mortgage pool for any servicing advance that it has determined is not recoverable out of collections on the related mortgage loan, then that advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed first out of payments and other collections of principal on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 principal balance certificates (prior to being deemed reimbursed out of payments and other collections of interest on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 certificates), thereby reducing the payments of principal on the series CD 2005-C1 principal balance certificates. In addition, if payments and other collections of principal on the mortgage pool are applied to reimburse, or pay interest on, any advance that is determined to be nonrecoverable from collections on the related underlying mortgage loan, as described in the prior sentence, then that advance will be reimbursed, and/or interest thereon will be paid, first out of payments and other collections of S-160 principal on the loan group that includes the subject underlying mortgage loan as to which the advance was made, and prior to using payments or other collections of principal on the other loan group. Notwithstanding the foregoing, amounts otherwise payable with respect to the class OCS certificates will not be available to reimburse advances or pay interest thereon with respect to any underlying mortgage loan other than the One Court Square-Citibank Mortgage Loan. With respect to a nonrecoverable servicing advance on the One Court Square-Citibank Mortgage Loan, the master servicer will be entitled to reimbursement, first, from collections on, and proceeds of, the One Court Square-Citibank Non-Pooled Portion, second, from collections on, and proceeds of, the One Court Square-Citibank Pooled Portion, and then from general collections of the trust fund. The series CD 2005-C1 pooling and servicing agreement will permit the master servicer to pay, and will permit the special servicer to direct the master servicer to pay, some servicing expenses out of general collections on the underlying mortgage loans and any REO Properties (but, in the case of the One Court Square-Citibank Non-Pooled Portion, only if those expenses relate to the One Court Square-Citibank Mortgage Loan) on deposit in the master servicer's collection account, including, to the extent not advanced, for the remediation of any adverse environmental circumstance or condition at any of the mortgaged real properties. In addition, under the series CD 2005-C1 pooling and servicing agreement, the master servicer will be permitted (or, in the case of a specially serviced mortgage loan or an REO Property, if the special servicer directs, the master servicer will be required) to pay directly out of the master servicer's collection account some servicing expenses that, if advanced by the master servicer, would not be recoverable from expected collections on the related mortgage loan or REO Property. This is only to be done, however, when the master servicer or the special servicer, as applicable, has determined in accordance with the Servicing Standard that making the payment is in the best interests of the series CD 2005-C1 certificateholders (and, in the case of the a Serviced Loan Combination, the related Non-Trust Loan Noteholder(s)), as a collective whole. The master servicer will be able to conclusively rely on any such determination made by the special servicer. The master servicer, the special servicer, the trustee and the fiscal agent will be entitled to receive interest on servicing advances made by them. The interest will accrue on the amount of each servicing advance, and compound annually, for so long as the servicing advance is outstanding, at a rate per annum equal to the prime rate as published in the "Money Rates" section of The Wall Street Journal, as that prime rate may change from time to time. Interest accrued with respect to any servicing advance will generally be payable: o first, out of any late payment charges and Default Interest collected on the related underlying mortgage loan in the collection period in which that servicing advance was reimbursed; and o then, after or at the same time that advance is reimbursed, but only if and to the extent that the late payment charges and Default Interest referred to in clause first above is insufficient to cover the advance interest, out of any other amounts then on deposit in the master servicer's collection account. If any payment of interest on advances is paid out of general collections on the mortgage pool as contemplated by the second bullet of the prior sentence, then any late payment charges and Default Interest collected during the following 12 months on the underlying mortgage loan as to which those advances were made will be applied to reimburse the trust for that payment prior to being applied as additional compensation to the master servicer or the special servicer. Notwithstanding the foregoing, none of the master servicer, the special servicer, the trustee or the fiscal agent will be required to make any servicing advances with respect to the Outside Serviced Mortgage Loan or any related mortgaged real property under the series CD 2005-C1 pooling and servicing agreement. Those servicing advances will be made by the Series 2005-CIBC12 servicer, the series 2005-CIBC12 special servicer, the Series 2005-CIBC12 trustee or the Series 2005-CIBC12 fiscal agent (and will be reimbursable together with interest thereon) under the Series 2005-CIBC12 pooling and servicing agreement, on generally the same terms and conditions as are applicable under the series CD 2005-C1 pooling and servicing agreement. S-161 Certain Litigation Matters. The management, prosecution, defense and/or settlement of claims and litigation relating to any mortgage loan brought against the trust fund or any party to the series CD 2005-C1 pooling and servicing agreement will generally be handled by the master servicer and the special servicer, as more specifically provided for in the series CD 2005-C1 pooling and servicing agreement. In connection with handling such matters, the master servicer and the special servicer will be required to seek the consent of the controlling class representative with respect to material decisions and settlement proposals. THE SERIES CD 2005-C1 CONTROLLING CLASS REPRESENTATIVE, THE CLASS OCS REPRESENTATIVE AND THE NON-TRUST LOAN NOTEHOLDERS Series CD 2005-C1 Controlling Class. As of any date of determination, the controlling class of series CD 2005-C1 certificateholders will be the holders of the most subordinate class of series CD 2005-C1 certificates then outstanding, other than the class XC, XP, OCS, Y and R certificates, that has a total principal balance that is greater than 25% of that class's original total principal balance. However, if no class of series CD 2005-C1 certificates, exclusive of the class XC, XP, OCS, Y and R certificates, has a total principal balance that satisfies this requirement, then the controlling class of series CD 2005-C1 certificateholders will be the holders of the most subordinate class of series CD 2005-C1 certificates then outstanding, other than the class XC, XP, OCS, Y and R certificates, that has a total principal balance greater than zero. For purposes of determining, and exercising the rights of, the series CD 2005-C1 controlling class, the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A certificates will represent a single class, and the class A-MFL and A-MFX certificates will represent a single class. Selection of the Series CD 2005-C1 Controlling Class Representative. The series CD 2005-C1 controlling class certificateholders entitled to a majority of the voting rights allocated to the series CD 2005-C1 controlling class, will be entitled to: o select a representative having the rights and powers described under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders--Rights and Powers of the Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" below and elsewhere in this prospectus supplement; or o replace an existing series CD 2005-C1 controlling class representative. The trustee will be required to notify promptly all the certificateholders of the series CD 2005-C1 controlling class that they may select a series CD 2005-C1 controlling class representative upon: o the receipt by the trustee of written requests for the selection of a successor series CD 2005-C1 controlling class representative from series CD 2005-C1 certificateholders entitled to a majority of the voting rights allocated to the series CD 2005-C1 controlling class; o the resignation or removal of the person acting as series CD 2005-C1 controlling class representative; or o a determination by the trustee that the series CD 2005-C1 controlling class has changed. The notice will explain the process for selecting a series CD 2005-C1 controlling class representative. The appointment of any person (other than the initial series CD 2005-C1 controlling class representative) as a series CD 2005-C1 controlling class representative will not be effective until that person provides the trustee and the master servicer with: 1. written confirmation of its acceptance of its appointment; S-162 2. an address and telecopy number for the delivery of notices and other correspondence; and 3. a list of officers or employees of the person with whom the parties to the series CD 2005-C1 pooling and servicing agreement may deal, including their names, titles, work addresses and telecopy numbers. Resignation and Removal of the Series CD 2005-C1 Controlling Class Representative. The series CD 2005-C1 controlling class representative may at any time resign by giving written notice to the trustee and each certificateholder of the series CD 2005-C1 controlling class. The certificateholders entitled to a majority of the voting rights allocated to the series CD 2005-C1 controlling class, will be entitled to remove any existing series CD 2005-C1 controlling class representative by giving written notice to the trustee and to the existing series CD 2005-C1 controlling class representative. Selection, Resignation and Removal of the Class OCS Representative. The Majority Class OCS Certificateholders may elect and/or remove a class OCS representative, and a class OCS representative may resign, in each case in a manner substantially similar to that discussed above as being applicable to the series CD 2005-C1 controlling class certificateholders and the series CD 2005-C1 controlling class representative. Rights and Powers of the Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders. The special servicer will be required to prepare a report, referred to as an "Asset Status Report", for each mortgage loan in the trust fund (other than the Outside Serviced Mortgage Loan) that becomes a specially serviced mortgage loan, not later than 30 days after the servicing of the mortgage loan is transferred to the special servicer. Each Asset Status Report is to include, among other things, a summary of the status of the subject specially serviced mortgage loan and negotiations with the related borrower and a summary of the special servicer's recommended action with respect to the subject specially serviced mortgage loan. Each Asset Status Report will be delivered to the applicable Loan-Specific Controlling Party, among others, by the special servicer. If within ten business days of receiving an Asset Status Report that relates to a recommended action to which the applicable Loan-Specific Controlling Party is entitled to object, as described below, the applicable Loan-Specific Controlling Party does not disapprove such Asset Status Report in writing, then the special servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the special servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable mortgage loan documents. If the applicable Loan-Specific Controlling Party disapproves such Asset Status Report, the special servicer must revise such Asset Status Report and deliver to the applicable Loan-Specific Controlling Party, among others, a new Asset Status Report as soon as practicable, but in no event later than 30 days after such disapproval. The special servicer must continue to revise such Asset Status Report as described above until the applicable Loan-Specific Controlling Party fails to disapprove such revised Asset Status Report in writing within ten business days of receiving such revised Asset Status Report or until the special servicer makes one of the determinations described below. The special servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this discussion. Notwithstanding the foregoing, the special servicer (a) may, following the occurrence of an extraordinary event with respect to the related mortgaged real property, take any action set forth in such Asset Status Report (and consistent with the terms of the series CD 2005-C1 pooling and servicing agreement) before the expiration of a ten-business day period if the special servicer has reasonably determined that failure to take such action would materially and adversely affect the interests of the series CD 2005-C1 certificateholders and any related Non-Trust Loan Noteholder(s), as a collective whole, and it has made a reasonable effort to contact the applicable Loan-Specific Controlling Party and (b) in any case, shall determine whether such affirmative disapproval is not in the best interest of all the series CD 2005-C1 certificateholders and any related Non-Trust Loan Noteholder(s) pursuant to the Servicing Standard. Upon S-163 making the determination in clause (b) of the prior sentence, the special servicer shall so notify the trustee, the master servicer and the controlling class representative, in which event the most recently prepared Asset Status Report that the special servicer determines is consistent with the Servicing Standard will be deemed adopted. The special servicer will have the authority to meet with the borrower under any specially serviced mortgage loan in the trust fund and take such actions consistent with the Servicing Standard, the terms of the series CD 2005-C1 pooling and servicing agreement and the related Asset Status Report. The special servicer may not take any action inconsistent with the related Asset Status Report unless that action would be required in order to act in accordance with the Servicing Standard. No direction of any Loan-Specific Controlling Party in connection with any Asset Status Report may (a) require or cause the master servicer or the special servicer to violate the terms of the subject mortgage loan, applicable law or any provision of the series CD 2005-C1 pooling and servicing agreement, including the master servicer's or the special servicer's, as the case may be, obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of any REMIC created under the series CD 2005-C1 pooling and servicing agreement, (b) result in the imposition of a "prohibited transaction" or "prohibited contribution" tax under the REMIC provisions of the Internal Revenue Code, or (c) expand the scope of the master servicer's, trustee's fiscal agent's or special servicer's responsibilities under the series CD 2005-C1 pooling and servicing agreement. The "Loan-Specific Controlling Party" will be: (a) the Maine Mall Loan Combination Controlling Party in the case of the Maine Mall Loan Combination; (b) the Chico Mall Loan Combination Controlling Party in the case of the Chico Mall Loan Combination; (c) the One Court Square Controlling Party in the case of the One Court Square-Citibank Mortgage Loan; and (d) the series CD 2005-C1 controlling class representative in the case of all other underlying mortgage loans (other than the Outside Serviced Mortgage Loan). In addition, except in the case of the Outside Serviced Mortgage Loan, the Maine Mall Loan Combination, the Chico Mall Loan Combination and, unless a One Court Square-Citibank Change of Control Event exists, the One Court Square-Citibank Mortgage Loan, the series CD 2005-C1 controlling class representative will generally be entitled to advise the special servicer with respect to the following actions of the special servicer, and the special servicer will not be permitted to take any of the following actions as to which the series CD 2005-C1 controlling class representative has objected in writing within ten business days of having been notified in writing of the particular action: 1. any foreclosure upon or comparable conversion, which may include acquisitions of an REO Property, of the ownership of any mortgaged real properties securing those specially serviced mortgage loans in the trust fund as come into and continue in default; 2. any modification of a monetary term (other than late payment charge and Default Interest provisions) of an underlying mortgage loan, but excluding a modification consisting of the extension of the maturity date of the subject mortgage loan for one year or less; 3. any proposed sale of an REO Property out of the trust fund (other than in connection with the termination of the trust fund) for less than the related Purchase Price; 4. any determination to bring an REO Property held by the trust into compliance with applicable environmental laws or to otherwise address hazardous materials located at such REO Property; 5. any release of collateral, or acceptance of substitute or additional collateral, for an underlying mortgage loan unless required by the related mortgage loan documents and/or applicable law; 6. any waiver of a "due-on-sale" clause or "due-on-encumbrance" clause; and S-164 7. any acceptance of an assumption agreement releasing a borrower from liability under an underlying mortgage loan (other than in connection with a defeasance permitted under the terms of the applicable mortgage loan documents). Unless a One Court Square-Citibank Change of Control Event has occurred and is continuing: (i) the master servicer or the special servicer, as the case may be, will be required to consult with the class OCS representative upon the occurrence of any event of default for the One Court Square-Citibank Mortgage Loan under the related mortgage loan documents, to consider alternative actions recommended by the class OCS representative and to consult with the class OCS representative with respect to certain determinations made by the special servicer pursuant to the series CD 2005-C1 pooling and servicing agreement, (ii) at any time (whether or not an event of default for the One Court Square-Citibank Mortgage Loan under the related mortgage loan documents has occurred) the master servicer and the special servicer will be required to consult with the class OCS representative (1) with respect to proposals to take any significant action with respect to the One Court Square-Citibank Mortgage Loan and the related mortgaged real property and to consider alternative actions recommended by the class OCS representative and (2) to the extent that the related mortgage loan documents grant the lender the right to approve budgets for the related mortgage real property, prior to approving any such budget and (iii) prior to taking any of the following actions with respect to the One Court Square-Citibank Mortgage Loan, the master servicer and the special servicer will be required to notify in writing the class OCS representative of any proposal to take an of such actions with respect to the One Court Square-Citibank Mortgage Loan or any related REO Property (and to provide the class OCS representative with such information reasonably requested as may be necessary in the reasonable judgment of the class OCS representative in order to make a judgment, the expense of providing such information to be an expense of the requesting party) and to receive the written approval of the class OCS representative (which approval may be withheld in its sole discretion and will be deemed given if notice of approval or disapproval is not delivered within ten business days of delivery to the class OCS representative of written notice of the applicable action, together with information reasonably requested by the class OCS representative) with respect to: o any modification or waiver of any term of the related mortgage loan documents that would result in the extension of the applicable maturity date, a reduction of the applicable mortgage rate or monthly payment, that relates to any exit fee, prepayment premium or yield maintenance charge, or a deferral or forgiveness of interest on or principal of the One Court Square-Citibank Mortgage Loan, a modification or waiver of any other monetary term of the One Court Square-Citibank Mortgage Loan relating to the timing or amount of any payment of principal and interest (other than default interest) or a modification or waiver of any provision which restricts the related borrower from incurring additional indebtedness or from transferring any related mortgaged real property; o the waiver of any "due-on-sale" clause and/or "due-on-encumbrance" clause (unless such clause is not exercisable under the applicable law or such exercise is reasonably likely to result in successful legal action by the related borrower); o any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of an REO property) of the mortgage real property if the One Court Square-Citibank Mortgage Loan should become a specially serviced loan and continue in default or any acquisition of such related mortgaged real property by deed in lieu of foreclosure; o any proposed or actual sale of any related REO Property or the One Court Square-Citibank Mortgage Loan (other than in connection with exercise of the fair value purchase option, the termination of the trust fund, or the purchase of the One Court Square-Citibank Mortgage Loan by the related mortgage loan seller by reason of a breach of a representation or warranty or a document defect); S-165 o any release of the related borrower, any guarantor or other obligor from liability; o any modification or amendment of, or waiver of any term of the One Court Square-Citibank Mortgage Loan that would result in a discounted pay-off; o any action to bring the related mortgaged real property, or any related REO Property, into compliance with applicable environmental laws or to otherwise address hazardous materials located at mortgaged real property; o any substitution or release of collateral or acceptance of additional collateral for the One Court Square-Citibank Mortgage Loan (other than any release made in connection with the grant of a non-material easement or right-of-way or other non-material release such as a "curb-cut") unless required by the related mortgage loan documents; o any adoption or approval of a plan in a bankruptcy of the related borrower; o any consent to the execution of a new lease, the amendment, modification, waiver or termination of any major lease to the extent lender's approval is required under the mortgage loan documents; or o any renewal or replacement of the then-existing insurance policies (to the extent the lender's approval is required under the related mortgage loan documents) or waiver, modification or amendment of any insurance requirements under the related mortgage loan documents; provided that, if the master servicer or the special servicer determines that immediate action is necessary to protect the interests of the series CD 2005-C1 certificateholders (as a collective whole), then the master servicer or the special servicer, as applicable, may take any such action without waiting for the instruction of the class OCS representative. A "One Court Square-Citibank Change of Control Appraisal Event" will be deemed to have occurred and be continuing if (i) the initial principal balance of the One Court Square-Citibank Non-Pooled Portion, as reduced by any payments of principal (whether as principal prepayments or otherwise) allocated to the One Court Square-Citibank Non-Pooled Portion, any Appraisal Reduction Amount with respect to the One Court Square-Citibank Mortgage Loan and any realized losses allocated to the One Court Square-Citibank Non-Pooled Portion, is less than 25% of the initial principal balance of the One Court Square-Citibank Non-Pooled Portion, as reduced by any payments of principal (whether as principal prepayments or otherwise allocated to the One Court Square-Citibank Non-Pooled Portion) or (ii) if the class OCS representative is an affiliate of the related borrower. With respect to each of the Maine Mall Loan Combination and the Chico Mall Loan Combination, the special servicer will, in general, not be permitted to take, or consent to the master servicer's taking, any of the following actions, among others, under the series CD 2005-C1 pooling and servicing agreement with respect to the subject Loan Combination, as to which the Maine Mall Loan Combination Controlling Party, in the case of the Maine Mall Loan Combination, or the Chico Mall Loan Combination Controlling Party, in the case of the Chico Mall Loan Combination, as applicable, has objected within 10 business days of having been notified thereof in writing and receiving the information reasonably necessary to make an informed decision with respect thereto: 1. any determination to expend money to bring the related mortgaged real property (including if it is an REO Property) into compliance with applicable environmental laws or to otherwise address hazardous materials located at the related mortgaged real property; S-166 2. any termination or replacement of the property manager or the consummation, termination, renewal or material modification of the property management agreement, in each case if approval is required by the related loan documents; 3. any approval of annual budgets, business plans for the property or material capital expenditures, to the extent approval is required by the related loan documents; 4. any acceleration of a mortgage loan that is part of the subject Loan Combination (unless such acceleration is by its terms automatic under the related loan agreement) and any proposed foreclosure upon or comparable conversion, which may include acquisition of an REO Property, of ownership the related mortgaged real property and the other collateral securing the Serviced Loan Combination, or any acquisition of the property by deed-in-lieu of foreclosure, or other enforcement action under the loan documents; 5. any proposed modification, amendment or waiver of (a) a monetary term (including the timing of payments, any extension of the maturity date, deferral or forgiveness of interest (other than Default Interest) or principal or reduction in interest rate) or (b) any material non-monetary term of a mortgage loan that is part of the subject Loan Combination (including any provision restricting the borrower or any guarantor from incurring additional indebtedness or placing additional liens on the mortgaged real property); 6. any acceptance of a discounted payoff of a mortgage loan that is part of the subject Loan Combination; 7. any release of a material portion of the collateral for the subject Loan Combination or any release of the borrower or any guarantor, other than pursuant to and in accordance with the terms of the loan documents where no material discretion is given to the mortgagee; 8. any acceptance of substitute collateral for the subject Loan Combination, other than pursuant to and in accordance with the terms of the loan documents where no material discretion is given to the mortgagee; 9. any waiver of a "due-on-sale" or "due-on-encumbrance" clause with respect to the subject Loan Combination; 10. approval of the material waiver or modification of any insurance requirements under the related loan documents; 11. any proposed sale or transfer of the mortgaged real property securing the subject Loan Combination (or any part thereof) or assumption of any mortgage loan that is part of the subject Loan Combination (other than in accordance with the terms of the loan documents where no material discretion given to the mortgagee) or any proposed sale or transfer of REO Property relating to the subject Loan Combination; 12. any release or waiver of amounts of escrows or reserves not expressly required by the terms of the loan documents or under applicable law; 13. any determination to apply casualty proceeds toward repayment of a mortgage loan that is part of the subject Loan Combination rather than toward restoration of the related mortgaged real property; and 14. any approval of the incurrence of additional indebtedness by the related Borrower secured by the related mortgaged real property or mezzanine financing by the holders of equity interests S-167 (whether direct or indirect) in the borrower, other than pursuant to and in accordance with the terms of the loan documents where no material discretion is given to the mortgagee; provided that, if the special servicer determines that immediate action is necessary to protect the interests of the series CD 2005-C1 certificateholders and the related Non-Trust Loan Noteholder(s), as a collective whole, then the special servicer may take any such action without waiting for the response of Maine Mall Loan Combination Controlling Party, in the case of the Maine Mall Loan Combination, or the Chico Mall Loan Combination Controlling Party, in the case of the Chico Mall Loan Combination, as applicable. Furthermore, the applicable Loan-Specific Controlling Party may direct the special servicer to take, or to refrain from taking, such other actions with respect to any underlying mortgage loan (other than the Outside Serviced Mortgage Loan) as the applicable Loan-Specific Controlling Party may deem advisable or as to which provision is otherwise made in the series CD 2005-C1 pooling and servicing agreement; provided that, notwithstanding anything herein to the contrary no such direction, and no objection contemplated by any of the other preceding paragraphs, may (and the special servicer or the master servicer must disregard any such direction or objection that would) require or cause the special servicer or the master servicer to violate any applicable law, any provision of the series CD 2005-C1 pooling and servicing agreement or any underlying mortgage loan or the REMIC provisions of the Internal Revenue Code, including the special servicer's or the master servicer's obligation to act in accordance with the Servicing Standard, or materially expand the scope of the special servicer's or the master servicer's responsibilities under the series CD 2005-C1 pooling and servicing agreement or cause the special servicer or the master servicer to act, or fail to act, in a manner which in the reasonable judgment of the special servicer or the master servicer is not in the best interests of the series CD 2005-C1 certificateholders and any related Non-Trust Loan Noteholder(s). If the trustee is requested to take any action in its capacity as holder of the Outside Serviced Mortgage Loan, pursuant to the pooling and servicing agreement under which it is being serviced, or if a responsible officer of the trustee becomes aware of a default or event of default on the part of any party under that pooling and servicing agreement, then (subject to any more specific discussion within this prospectus supplement, including under "--Rights Upon Event of Default" above, with respect to the matter in question) the trustee will notify, and act in accordance with the instructions of, the series CD 2005-C1 controlling class representative. When reviewing the rest of this "Servicing of the Underlying Mortgage Loans" section, it is important that you consider the effects that the rights and powers of the series CD 2005-C1 controlling class representative, the class OCS representative and the related Non-Trust Loan Noteholder(s), if applicable, discussed above could have on the actions of the special servicer. With respect to certain consultation and consent rights relating to the Loews Universal Hotel Portfolio Loan Combination, see "Description of the Mortgage Pool--The Loan Combinations--The Loews Universal Hotel Portfolio Loan Combination--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans--Consultation and Consent" in this prospectus supplement. Certain Liability Matters. In general, any and all expenses of the series CD 2005-C1 controlling class representative and the class OCS representative are to be borne by the holders of the series CD 2005-C1 controlling class and the holders of the class OCS certificates, respectively, in each case in proportion to their respective percentage interests in the subject class(es), and not by the trust. However, if a claim is made against the series CD 2005-C1 controlling class representative or the class OCS representative by a borrower with respect to the series CD 2005-C1 pooling and servicing agreement or any particular underlying mortgage loan, then (subject to the discussion under "Description of the Governing Documents--Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us" in the accompanying prospectus) the special servicer on behalf of, and at the expense of, the trust, will assume the defense of the claim against the series CD 2005-C1 controlling class representative or the class OCS representative, as the case may be, but only if: S-168 o the special servicer or the trust are also named parties to the same action; and o in the sole judgment of the special servicer-- 1. the series CD 2005-C1 controlling class representative or the class OCS representative, as the case may be, acted in good faith, without negligence or willful misfeasance, with regard to the particular matter at issue, and 2. there is no potential for the special servicer or the trust to be an adverse party in the action as regards the series CD 2005-C1 controlling class representative or the class OCS representative, as the case may be. The series CD 2005-C1 controlling class representative and the class OCS representative may each have special relationships and interests that conflict with those of the holders of one or more classes of the offered certificates. In addition, the series CD 2005-C1 controlling class representative does not have any duties or liability to the holders of any class of series CD 2005-C1 certificates other than the series CD 2005-C1 controlling class. It may act solely in the interests of the certificateholders of the series CD 2005-C1 controlling class and will have no liability to any other series CD 2005-C1 certificateholders for having done so. Likewise, the class OCS representative does not have any duties or liability to the holders of any class of series CD 2005-C1 certificates other than the OCS class. It may act solely in the interests of the certificateholders of the OCS class and will have no liability to any other series CD 2005-C1 certificateholders for having done so. No series CD 2005-C1 certificateholder may take any action against the series CD 2005-C1 controlling class representative or the class OCS representative for its having acted solely in the interests of the certificateholders of the series CD 2005-C1 controlling class or the OCS class, as the case may be. Additional Rights of the Majority Class OCS Certificateholders; Rights to Cure and Purchase. Cure Rights. In the event that the borrower fails to make any payment of principal or interest on the One Court Square-Citibank Mortgage Loan, resulting in a monetary event of default, or a material non-monetary event of default exists that is capable of being cured within thirty days, the person designated by the Majority Class OCS Certificateholders will have the right to cure such event of default (each such cure, a "One Court Square-Citibank Cure Event") subject to certain limitations set forth in the series CD 2005-C1 pooling and servicing agreement; provided that the right of the Majority Class OCS Certificateholders to effect a One Court Square-Citibank Cure Event is subject to the limitation that there be no more than three consecutive One Court Square-Citibank Cure Events, no more than an aggregate of three One Court Square-Citibank Cure Events in any twelve calendar month period and no more than six One Court Square-Citibank Cure Events during the term of the One Court Square-Citibank Mortgage Loan. So long as the Majority Class OCS Certificateholders or their designee is exercising its cure right, neither the master servicer nor the special servicer will be permitted to: o accelerate the One Court Square-Citibank Mortgage Loan, o treat such event of default as such for the purposes of transferring the One Court Square-Citibank Mortgage Loan to special servicing, or o commence foreclosure proceedings. S-169 The Majority Class OCS Certificateholders will not be permitted to exercise, or designate any party to exercise, any cure rights if they are an affiliate of the related borrower. Purchase Option. So long as no One Court Square Control Appraisal Event exists, the Majority Class OCS Certificateholders have the option of purchasing the One Court Square-Citibank Mortgage Loan from the trust at any time after the One Court Square-Citibank Mortgage Loan becomes a specially serviced mortgage loan under the series CD 2005-C1 pooling and servicing agreement as a result of an event that constitutes an event of default under the One Court Square-Citibank Mortgage Loan, provided that no foreclosure sale, sale by power of sale or delivery of a deed in lieu of foreclosure with respect to any related mortgaged real property has occurred and that the One Court Square-Citibank Mortgage Loan has not become a corrected mortgage loan. The purchase price required to be paid by the Majority Class OCS Certificateholders will generally equal the aggregate outstanding principal balance of the One Court Square-Citibank Mortgage Loan, together with accrued and unpaid interest thereon (excluding default interest), any unreimbursed advances, together with unreimbursed interest thereon, relating to the One Court Square-Citibank Mortgage Loan, and, if such purchase price is being paid more than 90 days after the event giving rise to the Majority Class OCS Certificateholders' purchase, a 1% liquidation fee (which will be paid to the special servicer). Additional Rights of the Non-Trust Loan Noteholders; Rights to Purchase and CurE. For a discussion of the rights of a related Non-Trust Loan Noteholder to purchase, or cure defaults under, the underlying mortgage loan that is part of any Serviced Loan Combination, see "Description of the Mortgage Pool -- Loan Combinations" in this prospectus supplement. REPLACEMENT OF THE SPECIAL SERVICER Series CD 2005-C1 certificateholders entitled to a majority of the voting rights allocated to the series CD 2005-C1 controlling class may terminate an existing special servicer and appoint a successor. However, any such termination of an existing special servicer and/or appointment of a successor special servicer will be subject to, among other things, receipt by the trustee of: 1. written confirmation from each of S&P and Moody's that the appointment will not result in a qualification, downgrade or withdrawal of any of the ratings then assigned by the rating agency to any class of the series CD 2005-C1 certificates (provided that such confirmation need not be obtained from S&P if the proposed successor special servicer is on S&P's approved special servicer list); and 2. the written agreement of the proposed special servicer to be bound by the terms and conditions of the series CD 2005-C1 pooling and servicing agreement, together with an opinion of counsel regarding, among other things, the enforceability of the series CD 2005-C1 pooling and servicing agreement against the proposed special servicer. Subject to the foregoing, any series CD 2005-C1 certificateholder or any affiliate of a series CD 2005-C1 certificateholder may be appointed as special servicer. S-170 If the series CD 2005-C1 certificateholders entitled to a majority of the voting rights allocated to the series CD 2005-C1 controlling class terminate an existing special servicer, then the reasonable out-of-pocket costs and expenses of any related transfer of special servicing duties are to be paid by the party or parties that removed the terminated special servicer. Furthermore, the terminated special servicer will be entitled to all amounts due and payable to it under the series CD 2005-C1 pooling and servicing agreement at the time of the termination (including workout fees as described under "--Servicing and Other Compensation and Payment of Expenses--Principal Special Servicing Compensation--The Workout Fee" above). The series CD 2005-C1 controlling class certificateholders will have the right to replace the special servicer under Series 2005-CIBC12 pooling and servicing agreement with respect to the Loews Universal Hotel Portfolio Loan Combination only to the extent described under "Description of the Mortgage Pool--Loan Combinations--Loews Universal Hotel Portfolio Loan Combination--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans--Termination of the Series 2005-CIBC12 Special Servicer" in this prospectus supplement. Notwithstanding the foregoing, for so long as a Maine Mall Non-Trust Loan Noteholder is the Maine Mall Directing Lender: o the Maine Mall Loan Combination Controlling Party may terminate an existing special servicer with respect to, but solely with respect to, the Maine Mall Loan Combination, with or without cause, and appoint a successor to any special servicer with respect to, but solely with respect to, the Maine Mall Loan Combination that has resigned or been terminated, subject to receipt by the trustee of the items described in clauses (1) and (2) of the first paragraph under this "--Replacement of Special Servicer" section; and o the majority holders of the series CD 2005-C1 controlling class certificates cannot terminate a special servicer appointed by the Maine Mall Loan Combination Controlling Party with respect to the Maine Mall Loan Combination without cause. Notwithstanding the foregoing, for so long as a Chico Mall Non-Trust Loan Noteholder is the Chico Mall Directing Lender: o the Chico Mall Loan Combination Controlling Party may terminate an existing special servicer with respect to, but solely with respect to, the Chico Mall Loan Combination, with or without cause, and appoint a successor to any special servicer with respect to, but solely with respect to, the Chico Mall Loan Combination that has resigned or been terminated, subject to receipt by the trustee of the items described in clauses (1) and (2) of the first paragraph under this "--Replacement of Special Servicer" section; and o the majority holders of the series CD 2005-C1 controlling class certificates cannot terminate a special servicer appointed by the Chico Mall Loan Combination Controlling Party with respect to the Chico Mall Loan Combination without cause. In the case of the One Court Square-Citibank Mortgage Loan, the class OCS representative will not have a right to remove or appoint the special servicer. If the special servicer for the Maine Mall Loan Combination or the Chico Mall Loan Combination is different from the special servicer for the rest of the mortgage loans serviced under the series CD 2005-C1 pooling and servicing agreement, then (unless the context indicates otherwise) all references to the special servicer in this prospectus supplement and the accompanying prospectus are intended to mean the applicable special servicer or both special servicers together, as appropriate in light of the circumstances. S-171 BENEFICIAL OWNERS OF THE CONTROLLING CLASS OF SERIES CD 2005-C1 CERTIFICATES If the certificates of the series CD 2005-C1 controlling class or the OCS class are held in book-entry form, then any beneficial owner of those certificates whose identity and beneficial ownership interest has been proven to the satisfaction of the trustee, will be entitled to: o receive all notices described under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" and/or "--Replacement of the Special Servicer" above; and o exercise directly all rights described under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" and/or "--Replacement of the Special Servicer" above, that it otherwise would if it were the registered holder of certificates of the subject class. Beneficial owners of series CD 2005-C1 controlling class certificates or class OCS certificates held in book-entry form will likewise be subject to the same limitations on rights and the same obligations as they otherwise would if they were registered holders of certificates of the subject class. ENFORCEMENT OF DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS Upon receipt of any request for a waiver in respect of a due-on-sale (including, without limitation, a sale of a mortgaged real property (in full or in part) or a sale, transfer, pledge or hypothecation of direct or indirect interests in a borrower or its owners) or due-on-encumbrance (including, without limitation, any mezzanine financing of a borrower or a mortgaged real property or a sale or transfer of preferred equity in a borrower or its owners) provision with respect to any of the underlying mortgage loans (other than the Outside Serviced Mortgage Loan) or a request by a borrower for a determination with respect to an underlying mortgage loan (other than the Outside Serviced Mortgage Loan) which by its terms permits transfer, assumption or further encumbrance without lender consent upon the satisfaction of certain conditions, that such conditions have been satisfied, the master servicer must promptly forward that request to the special servicer, who, if otherwise permitted pursuant to the series CD 2005-C1 pooling and servicing agreement, is to analyze that request, to prepare all written materials in connection with such analysis and, if it approves such request, to close the related transaction, subject to the consent rights of the applicable Loan-Specific Controlling Party, and any applicable intercreditor, co-lender or similar agreement. The foregoing sentence notwithstanding, in certain circumstances involving non-specially serviced mortgage loans, as provided in the series CD 2005-C1 pooling and servicing agreement, the master servicer will handle requests for waivers or determinations in connection with a proposed transfer, assumption or further encumbrance; provided that the master servicer may not waive any due-on-sale or due-on-encumbrance provision or consent to any assumption without the consent of the special servicer. With respect to all mortgage loans in the trust fund (other than the Outside Serviced Mortgage Loan), the master servicer (in the circumstances specified in the series CD 2005-C1 pooling and servicing agreement) or the special servicer, on behalf of the trustee as the mortgagee of record, must, to the extent permitted by applicable law, enforce the restrictions contained in the related mortgage instrument on transfers or further encumbrances of the related mortgaged real property and on transfers of interests in the related borrower, unless the master servicer (with the consent of the special servicer) or the special servicer, as the case may be, has determined, consistent with the Servicing Standard, that waiver of those restrictions would be in accordance with the Servicing Standard. Neither the master servicer nor the special servicer may exercise any waiver in respect of a due-on-encumbrance provision of any of the underlying mortgage loans (1) with respect to which (a) the aggregate of the Stated Principal Balance of that mortgage loan and the Stated Principal Balance of all other underlying mortgage loans that are cross-collateralized with, cross-defaulted with or have been made to borrowers affiliated with the borrower on the subject mortgage loan, is equal to or in excess of $20,000,000, (b) the aggregate of the Stated Principal Balance of the subject mortgage loan and the Stated Principal Balance of all other underlying mortgage S-172 loans that are cross-collateralized with, cross-defaulted with or have been made to borrowers affiliated with the borrower on the subject mortgage loan, are greater than 2% (or with respect to Moody's, 5%) of the aggregate Stated Principal Balance of all the underlying mortgage loans or (c) the subject mortgage loan is one of the ten largest mortgage loans in the trust fund as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from Moody's that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the series CD 2005-C1 certificates and (2) with respect to which (a) the criteria set forth in clause (1)(a), (1)(b) and (1)(c) have been met or (b) the subject mortgage loan has a loan-to-value ratio (calculated to include the additional indebtedness secured by any encumbrance) that is equal to or greater than 85% and a debt service coverage ratio (calculated to include the additional debt from any encumbrance) of 1.2:1 or less, without receiving a prior written confirmation from S&P that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the series CD 2005-C1 certificates. With respect to a waiver of a due-on-sale provision of any of the underlying mortgage loans, neither the master servicer (in the circumstances specified in the series CD 2005-C1 pooling and servicing agreement) nor the special servicer may waive any such restriction with respect to which (a) the aggregate of the Stated Principal Balance of the subject mortgage loan and the Stated Principal Balance of all other underlying mortgage loans that are cross-collateralized with, cross-defaulted with or have been made to borrowers affiliated with the borrower on the subject mortgage loan, is equal to or in excess of $35,000,000 (or $20,000,000 with respect to Moody's), (b) the aggregate of the Stated Principal Balance of the subject mortgage loan and the Stated Principal Balance of all other underlying mortgage loans in the trust fund that are cross-collateralized with, cross-defaulted with or have been made to borrowers affiliated with the borrower on the subject mortgage loan, are greater than 5% of the aggregate Stated Principal Balance of all the underlying mortgage loans or (c) the subject mortgage loan is one of the ten largest mortgage loans in the trust fund as of the date of the waiver (by Stated Principal Balance), without receiving prior written confirmation from S&P and Moody's that such action would not result in a downgrading, qualification or withdrawal of the ratings then assigned to the series CD 2005-C1 certificates; provided that, if the subject mortgage loan does not meet the criteria set forth in clauses (a), (b) and (c) of this sentence, the master servicer (in the circumstances specified in the series CD 2005-C1 pooling and servicing agreement and with the consent of the special servicer) or the special servicer, as the case may be, may waive such requirement without approval by S&P or Moody's in accordance with the Servicing Standard. Any fees charged by the rating agencies in connection with obtaining any written confirmation contemplated in the two preceding sentences will be charged to the borrower unless prohibited by the related mortgage loan documents, in which case such fees will be Additional Trust Fund Expenses. If the special servicer, in accordance with the Servicing Standard, determines with respect to any underlying mortgage loan (other than the Outside Serviced Mortgage Loan) that by its terms permits transfer, assumption or further encumbrance of that mortgage loan or the related mortgaged real property, as applicable, without lender consent upon the satisfaction of certain conditions, that such conditions have not been satisfied, then the master servicer may not permit such transfer, assumption or further encumbrance. As used in this paragraph, the terms "sale", "transfer" and "encumbrance" include the matters contemplated by the parentheticals in the first sentence of this paragraph. Notwithstanding the foregoing, if the master servicer rejects a borrower's request in connection with a "due-on-sale" or "due-on-encumbrance" clause under a mortgage loan as to which it is reviewing such request in the circumstances specified in the series CD 2005-C1 pooling and servicing agreement, the special servicer will be given the opportunity to review and, subject to the provisions of the preceding paragraph regarding "due-on-sale" and "due-on-encumbrance" clauses, determine to approve such borrower's request. In addition, except in the case of the Outside Serviced Mortgage Loan, the master servicer (with respect to underlying mortgage loans that are not specially serviced mortgage loans and are not related to REO Properties) (without the special servicer's consent) or the special servicer (with respect to specially serviced mortgage loans and REO Properties in the trust fund), without any rating agency confirmation as provided in the prior paragraph, may grant a borrower's request for consent (or, in the case of an REO Property, may consent) to subject the related mortgaged real property to an easement or right-of-way for utilities, access, parking, public improvements or another purpose, and may consent to subordination of the related underlying mortgage loan to such easement or right-of-way, provided that the master servicer or the special servicer, as applicable, has S-173 determined in accordance with the Servicing Standard that such easement or right-of-way will not materially interfere with the then-current use of the related mortgaged real property, or the security intended to be provided by the related mortgage instrument or the related borrower's ability to repay the related underlying mortgage loan, and will not materially or adversely affect the value of such mortgaged real property or cause certain adverse tax consequences with respect to the trust fund. The responsibility for the enforcement of due-on-sale and due-on-encumbrance clauses with respect to the Outside Serviced Mortgage Loan will belong to the related Outside Servicers. MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS Subject to the following discussion in this "--Modifications, Waivers, Amendments and Consents" section and to the rights of the series CD 2005-C1 controlling class representative, the class OCS representative or the related Non-Trust Loan Noteholder(s), as applicable, and further subject to any applicable intercreditor, co-lender or similar agreement, the master servicer (to the extent provided in the penultimate paragraph of this "--Modifications, Waivers, Amendments and Consents" section and in connection with certain waivers of Default Interest and late payment charges) and the special servicer may, on behalf of the trustee, except in the case of Outside Serviced Mortgage Loan, agree to any modification, waiver or amendment of any term of any underlying mortgage loan (including, subject to the penultimate paragraph of this "--Modifications, Waivers, Amendments and Consents" section, the lease reviews and lease consents related thereto) without the consent of the trustee or any series CD 2005-C1 certificateholder. All modifications, waivers or amendments of any underlying mortgage loan serviced under the series CD 2005-C1 pooling and servicing agreement must be in writing and must be considered and effected in accordance with the Servicing Standard; provided, however, that neither the master servicer nor the special servicer, as applicable, may make or permit or consent to, as applicable, any modification, waiver or amendment of any term of any underlying mortgage loan serviced under the series CD 2005-C1 pooling and servicing agreement if that modification, waiver or amendment (a) would constitute a "significant modification" of the subject mortgage loan within the meaning of Treasury regulations section 1.860G-2(b) and (b) is not otherwise permitted as described in this "--Modifications, Waivers, Amendments and Consents" section. Except as discussed in the next paragraph and except for waivers of Default Interest and late payment charges, neither the master servicer nor the special servicer, on behalf of the trustee, may agree or consent to any modification, waiver or amendment of any term of any mortgage loan in the trust fund that would: (a) affect the amount or timing of any related payment of principal, interest or other amount (including prepayment premiums or yield maintenance charges, but excluding Default Interest, late payment charges and amounts payable as additional servicing compensation) payable thereunder; (b) affect the obligation of the related borrower to pay a prepayment premium or yield maintenance charge or permit a principal prepayment during any period in which the related mortgage note prohibits principal prepayments; (c) except as expressly contemplated by the related mortgage instrument or in circumstances involving environmental issues, result in a release of the lien of the related mortgage instrument on any material portion of the related mortgaged real property without a corresponding principal prepayment in an amount not less than the fair market value of the property to be released, other than in connection with a taking of all or part of the related mortgaged real property or REO Property for not less than fair market value by exercise of the power of eminent domain or condemnation or casualty or hazard losses with respect to such mortgaged real property or REO Property; S-174 (d) if the subject mortgage loan has a Stated Principal Balance, individually or in the aggregate with all other underlying mortgage loans that are cross-collateralized with, cross-defaulted with or have been made to borrowers affiliated with the borrower on the subject mortgage loan, equal to or in excess of 5% of the then aggregate current principal balances of all mortgage loans in the trust fund or $35,000,000 (or with respect to Moody's $20,000,000), or is one of the ten largest mortgage loans in the trust fund by Stated Principal Balance as of such date, permit the transfer or transfers of (A) the related mortgaged real property or any interest therein or (B) equity interests in the borrower or any equity owner of the borrower that would result, in the aggregate during the term of the subject mortgage loan, in a transfer greater than 49% of the total interest in the borrower and/or any equity owner of the borrower or a transfer of voting control in the borrower or an equity owner of the borrower without the prior written confirmation from each applicable rating agency that such changes will not result in the qualification, downgrade or withdrawal to the ratings then assigned to the series CD 2005-C1 certificates; (e) allow any additional lien on the related mortgaged real property if the subject mortgage loan has a Stated Principal Balance, individually or in the aggregate with all other underlying mortgage loans that are cross-collateralized with, cross-defaulted with or have been made to borrowers affiliated with the borrower on the subject mortgage loan, equal to or in excess of 2% (or with respect to Moody's, 5%) of the then aggregate current principal balances of all the mortgage loans in the trust fund or $20,000,000, is one of the ten largest mortgage loans in the trust fund by Stated Principal Balance as of such date, or, with respect to S&P only, has (together with that additional lien) an aggregate loan-to-value ratio that is equal to or greater than 85% or has an aggregate debt service coverage ratio that is less than 1.2:1, without the prior written confirmation from each applicable rating agency that such change will not result in the qualification, downgrade or withdrawal of the ratings then assigned to the series CD 2005-C1 certificates; or (f) in the reasonable, good faith judgment of the special servicer, otherwise materially impair the security for the subject mortgage loan or reduce the likelihood of timely payment of amounts due thereon. Notwithstanding the foregoing, but subject to the following paragraph, and further subject to the rights of the series CD 2005-C1 controlling class representative, the class OCS representative or the related Non-Trust Loan Noteholder(s), as applicable, and any applicable co-lender, intercreditor or similar agreement, the special servicer may, except in the case of the Outside Serviced Mortgage Loan, (1) reduce the amounts owing under any specially serviced mortgage loan in the trust fund by forgiving principal, accrued interest or any prepayment premium or yield maintenance charge, (2) reduce the amount of the scheduled monthly debt service payment on any specially serviced mortgage loan, including by way of a reduction in the related mortgage rate, (3) forbear in the enforcement of any right granted under any mortgage note or mortgage instrument relating to a specially serviced mortgage loan in the trust fund, (4) extend the maturity date of any specially serviced mortgage loan in the trust fund, or (5) accept a principal prepayment on any specially serviced mortgage loan in the trust fund during any prepayment lockout period; provided that, among any other conditions specified in the series CD 2005-C1 pooling and servicing agreement, (A) the related borrower is in default with respect to the subject specially serviced mortgage loan or, in the judgment of the special servicer, such default is reasonably foreseeable, and (B) in the judgment of the special servicer, such modification would increase the recovery on the subject mortgage loan to the series CD 2005-C1 certificateholders on a net present value basis. In the case of every other modification, waiver or consent, the special servicer must determine and may rely on an opinion of counsel to the effect that such modification, waiver or amendment would not both (1) effect an exchange or reissuance of the subject mortgage loan under Treasury regulations section 1.860G-2(b) of the Internal Revenue Code and (2) cause any REMIC created under the series CD 2005-C1 pooling and servicing agreement to fail to qualify as a REMIC under the Internal Revenue Code or result in the imposition of any tax on "prohibited transactions" or "contributions" after the startup day under the REMIC provisions of the Internal Revenue Code. S-175 In no event, however, may the special servicer: (1) extend the maturity date of a mortgage loan in the trust fund beyond a date that is two years prior to the rated final payment date or, in connection with any extension of maturity, reduce the mortgage rate of a mortgage loan in the trust fund to less than the least of (a) the original mortgage rate of the subject mortgage loan, (b) the highest fixed pass-through rate of any class of series CD 2005-C1 principal balance certificates then outstanding and (c) a rate below the then prevailing interest rate for comparable loans, as determined by the special servicer; or (2) if the subject mortgage loan is secured by a ground lease (and not by the corresponding fee simple interest), extend the maturity date of the subject mortgage loan beyond a date which is less than 20 years (or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease, ten years) prior to the expiration of the term of such ground lease. Any modification, extension, waiver or amendment of the payment terms of an A/B Loan Combination will be required to be structured so as to be generally consistent with the allocation and payment priorities in the related loan documents and the related Loan Combination Intercreditor Agreement, such that neither the trust as holder of the related A-Note Mortgage Loan, on the one hand, nor the related B-Note Non-Trust Loan Noteholder, on the other hand, gains a priority over the other that is not reflected in the loan documents and the related Loan Combination Intercreditor Agreement. Further, to the extent consistent with the Servicing Standard, including the provisions of the related Loan Combination Intercreditor Agreement, with respect to any A/B Loan Combination, taking into account the subordinate position of the related B-Note Non-Trust Loan, the series CD 2005-C1 pooling and servicing agreement will require that: o no waiver, reduction or deferral of any amounts due on the related A-Note Mortgage Loan may be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the related B-Note Non-Trust Loan; and o no reduction of the mortgage interest rate of the related A-Note Mortgage Loan may be effected prior to the reduction of the mortgage interest rate of the related B-Note Non-Trust Loan, to the fullest extent possible. The special servicer or the master servicer, as applicable, may, as a condition to granting any request by a borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the subject underlying mortgage loan and is permitted by the terms of the series CD 2005-C1 pooling and servicing agreement, require that the borrower pay to it (a) as additional servicing compensation, a reasonable or customary fee for the additional services performed in connection with such request, provided that such fee would not itself be a "significant modification" pursuant to Treasury regulations section 1.1001-3(e)(2); and (b) any related costs and expenses incurred by it. In no event will the special servicer or the master servicer be entitled to payment for such fees or expenses unless such payment is collected from the related borrower. The special servicer must notify, among others, the master servicer, any related sub-servicers, the trustee, the series CD 2005-C1 controlling class representative and the rating agencies, in writing, of any material modification, waiver or amendment of any term of any underlying mortgage loan agreed to by it (including fees charged the related borrower) and the date thereof, and must deliver to the custodian (with a copy to the master servicer) for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment, promptly (and in any event within ten business days) following the execution thereof. Copies of each agreement whereby any such modification, waiver or amendment of any term of any underlying mortgage loan is effected will be made available for review upon prior request during normal business hours at the offices of the special servicer as described under "Description of the Offered Certificates--Reports to Certificateholders; Available Information". For any non-specially serviced mortgage loan in the trust fund (other than the Outside Serviced Mortgage Loan), and subject to the rights of the special servicer described above and the rights of the series CD 2005-C1 S-176 controlling class representative, the class OCS representative or the related Non-Trust Loan Noteholder(s), as applicable, the master servicer, without the consent of the special servicer, will be responsible for any request by a borrower for the consent or other appropriate action on the part of the lender with respect to: 1. approving routine leasing activity (subject to certain limitations with respect to subordination and non-disturbance agreements set forth in the series CD 2005-C1 pooling and servicing agreement) with respect to any lease for less than the amount or percentage of the square footage of the related mortgaged real property specified in the series CD 2005-C1 pooling and servicing agreement; 2. approving any waiver affecting the timing of receipt of financial statements from any borrower; provided that such financial statements are delivered no less than quarterly and within 60 days of the end of the calendar quarter; 3. approving annual budgets for the related mortgaged real property; provided that no such budget (a) provides for the payment of operating expenses in an amount equal to more than 110% of the amounts budgeted therefor for the prior year or (b) provides for the payment of any material expenses to any affiliate of the related borrower (other than the payment of a management fee to any property manager if such management fee is no more than the management fee in effect on the cut-off date); 4. subject to other restrictions herein regarding principal prepayments, waiving any provision of a mortgage loan in the trust fund requiring a specified number of days notice prior to a principal prepayment; 5. approving modifications, consents or waivers (other than those described in the third paragraph of this "--Modifications, Waivers, Amendments and Consents" section) in connection with a defeasance permitted by the terms of the subject underlying mortgage loan if the master servicer receives an opinion of counsel to the effect that such modification, waiver or consent would not cause any REMIC created under the series CD 2005-C1 pooling and servicing agreement to fail to qualify as a REMIC or result in a "prohibited transaction" under the REMIC provisions of the Internal Revenue Code; and 6. approving certain consents with respect to non-material rights-of-way and easements and consent to subordination of the subject underlying mortgage loan to non-material rights-of-way or easements. Notwithstanding anything to the contrary described in this prospectus supplement, neither the master servicer nor the special servicer, as applicable, may take the following action unless, in the case of an underlying mortgage loan that is not the Outside Serviced Mortgage Loan, to the extent permitted by the related loan documents, it has received prior written confirmation from the applicable rating agencies that such action will not result in a qualification, downgrade or withdrawal of any of the ratings assigned by such rating agency to the series CD 2005-C1 certificates: (a) with respect to any mortgaged real property that secures a mortgage loan in the trust fund with an unpaid principal balance that is at least equal to 5% of the then aggregate principal balance of all mortgage loans in the trust fund or $20,000,000, the giving of any consent, approval or direction regarding the termination of the related property manager or the designation of any replacement property manager; and (b) with respect to each mortgage loan in the trust fund with an unpaid principal balance that is equal to or greater than (i) 5% of the then aggregate principal balance of all the mortgage loans in the S-177 trust fund or (ii) $20,000,000 and which is secured by a mortgaged real property which is a hotel property, the giving of any consent to any change in the franchise affiliation of such mortgaged real property. Any modifications, waivers and amendments with respect to the Outside Serviced Mortgage Loan will be undertaken by the Outside Servicers according to provisions in the related pooling and servicing agreement that are generally similar but not identical to those described above in this "--Modifications, Waivers, Amendments and Consents" subsection. REQUIRED APPRAISALS The special servicer must obtain, within 60 days following the occurrence of any Appraisal Trigger Event with respect to any of the mortgage loans in the trust fund (other than the Outside Serviced Mortgage Loan), and deliver to the trustee and the master servicer, among others, a copy of, an appraisal of the related mortgaged real property from an independent appraiser meeting the qualifications imposed in the series CD 2005-C1 pooling and servicing agreement, unless an appraisal had previously been obtained within the prior 12 months and the special servicer is not aware of any subsequent material change in the condition of that property (in which case a letter update will be permitted). Notwithstanding the foregoing, if the unpaid principal balance of the subject mortgage loan is less than $2,000,000, the special servicer may, at its option, cause an internal valuation of the mortgaged real property to be performed. As a result of any appraisal or other valuation, it may be determined that an Appraisal Reduction Amount exists with respect to the subject underlying mortgage loan. An Appraisal Reduction Amount is relevant to the determination of the amount of any advances of delinquent interest required to be made with respect to the affected underlying mortgage loan and, in the case of an underlying mortgage loan that is part of a Serviced Loan Combination, to certain control issues. See "Description of the Offered Certificates--Advances of Delinquent Monthly Debt Service Payments" in this prospectus supplement and "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" above. If an Appraisal Trigger Event occurs with respect to any specially serviced mortgage loan in the trust fund (other than the Outside Serviced Mortgage Loan), then the special servicer will have an ongoing obligation to obtain or perform, as the case may be, on or about each anniversary of the occurrence of that Appraisal Trigger Event, a new appraisal, an update of the prior required appraisal or other valuation, as applicable. Based thereon, the appropriate party under the series CD 2005-C1 pooling and servicing agreement is to redetermine and report to the trustee and the master servicer, the new Appraisal Reduction Amount, if any, with respect to the mortgage loan. This ongoing obligation will cease if and when all Appraisal Trigger Events have ceased to exist with respect to the subject mortgage loan in accordance with the definition of "Appraisal Trigger Event". The cost of each required appraisal, and any update of that appraisal, obtained by the special servicer, will be advanced by the master servicer, at the direction of the special servicer, and will be reimbursable to the master servicer as a servicing advance. If an Appraisal Reduction Amount exists with respect to an A-Note Mortgage Loan, the related B-Note Non-Trust Loan Noteholder will be entitled, at its expense, to cause the special servicer to obtain a new appraisal meeting the requirements of the series CD 2005-C1 pooling and servicing agreement in order to establish that such Appraisal Reduction Amount does not exist or should be a lesser amount. Any Appraisal Reduction Amount related to the One Court Square-Citibank Mortgage Loan will be allocated to, first, to the One Court Square-Citibank Non-Pooled Portion (up to its outstanding principal balance) and, second, to the One Court Square-Citibank Pooled Portion. S-178 The equivalent reduction amount with respect to the Outside Serviced Mortgage Loan will be determined with respect to the loans comprising the related Loan Combination as if it was a single loan, by an Outside Servicer pursuant to, and allocated, first, to the Loews Universal Hotel Portfolio B-Note Non-Trust Loans (up to their aggregate outstanding principal balance) and, second, to the Loews Universal Hotel Portfolio Pari Passu Senior Loans, on a pro rata basis (based on each such loan's outstanding principal balance). COLLECTION ACCOUNT General. The master servicer will be required to establish and maintain a collection account for purposes of holding payments and other collections that it receives with respect to the underlying mortgage loans. That collection account must be maintained in a manner and with a depository institution that satisfies rating agency standards for securitizations similar to the one involving the offered certificates. The funds held in the master servicer's collection account may be held as cash or invested in Permitted Investments. Any interest or other income earned on funds in the master servicer's collection account will be paid to the master servicer as additional compensation, subject to the limitations set forth in the series CD 2005-C1 pooling and servicing agreement. Deposits. Under the series CD 2005-C1 pooling and servicing agreement, the master servicer must deposit or cause to be deposited in its collection account within one business day following receipt of available funds, in the case of payments and other collections on the underlying mortgage loans, or as otherwise required under the series CD 2005-C1 pooling and servicing agreement, the following payments and collections received or made by or on behalf of the master servicer with respect to the mortgage pool subsequent to the date of initial issuance of the offered certificates, other than monthly debt service payments due on or before the cut-off date, which monthly debt service payments belong to the related mortgage loan seller: o all payments on account of principal on the underlying mortgage loans, including principal prepayments; o all payments on account of interest on the underlying mortgage loans, including Default Interest and Post-ARD Additional Interest; o all prepayment premiums, yield maintenance charges and late payment charges collected with respect to the underlying mortgage loans; o all proceeds received under any hazard, flood, title or other insurance policy that provides coverage with respect to an underlying mortgage loan or the related mortgaged real property, and all proceeds received in connection with the condemnation or the taking by right of eminent domain of a mortgaged real property securing an underlying mortgage loan, in each case to the extent not otherwise required to be applied to the restoration of the real property or released to the related borrower; o any amounts required to be deposited by the master servicer in connection with losses incurred with respect to Permitted Investments of funds held in the collection account; o any amounts required to be deposited by the master servicer or the special servicer in connection with losses resulting from a deductible clause in any blanket or force placed insurance policy maintained by it as described under "--Maintenance of Insurance" below; o any amount required to be transferred to the master servicer's collection account from any REO account maintained by the special servicer; S-179 o all amounts received and retained in connection with the liquidation of defaulted mortgage loans in the trust fund by foreclosure or similar proceeding or as otherwise contemplated under "--Fair Value Purchase Option" below; o any amounts paid by a mortgage loan seller in connection with the repurchase or replacement of an underlying mortgage loan as described under "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement; o any amounts paid to purchase or otherwise acquire all the mortgage loans and any REO Properties in the trust fund in connection with the termination of the trust as contemplated under "Description of the Offered Certificates--Termination" in this prospectus supplement; o any amounts paid by the master servicer to cover Prepayment Interest Shortfalls; o any monthly remittances to the trust with respect to the Outside Serviced Mortgage Loan; o any amounts paid by a borrower under an underlying mortgage loan to cover items for which a servicing advance has been previously made and for which the master servicer, the special servicer, the trustee or the fiscal agent, as applicable, has been previously reimbursed out of the collection account; and o any cure payments by a Non-Trust Loan Noteholder or a mezzanine lender; provided that Default Interest and late payment charges will be deposited in the master servicer's collection account only to the extent necessary to reimburse parties to the series CD 2005-C1 pooling and servicing agreement for, or to offset, certain expenses of the trust (including interest on advances), each as provided in the series CD 2005-C1 pooling and servicing agreement. Upon its receipt of any of the amounts described in the prior paragraph with respect to any specially serviced mortgage loan in the trust fund, the special servicer is required to promptly remit those amounts to the master servicer for deposit in the master servicer's collection account. Notwithstanding the foregoing, amounts received in respect of a Serviced Loan Combination are generally required to be deposited into separate accounts maintained by the master servicer before being transferred to the master servicer's collection account. The foregoing sentence notwithstanding, the master servicer may deposit amounts received in respect of a Serviced Loan Combination into a sub-account of its collection account, which sub-account for purposes of the discussion in this prospectus supplement is presented as a separate account. Withdrawals. The master servicer may make withdrawals from its collection account for any of the following purposes, which are not listed in any order of priority: 1. to remit to the trustee for deposit in the trustee's payment account (or, in the case of Post-ARD Additional Interest, any other applicable account), as described under "Description of the Offered Certificates--Payment Account" in this prospectus supplement, on the business day preceding each payment date, an amount (the "Master Servicer Remittance Amount") equal to all payments and other collections on the mortgage loans and any REO Properties in the trust fund that are then on deposit in the collection account, exclusive of any portion of those payments and other collections that represents one or more of the following: S-180 (a) monthly debt service payments due on a due date subsequent to the end of the related collection period; (b) payments and other collections received after the end of the related collection period; and (c) amounts that are payable or reimbursable from the collection account in accordance with any of clauses 3. through 19. below; 2. to apply amounts held for future distribution on the series CD 2005-C1 certificates to make advances to cover delinquent scheduled debt service payments, other than balloon payments; 3. to reimburse itself, the special servicer, the trustee or the fiscal agent, as applicable, for any unreimbursed advances made by that party under the series CD 2005-C1 pooling and servicing agreement, which reimbursement is to be made out of collections on or proceeds from the mortgage loan or REO Property in the trust fund as to which the advance was made; 4. to pay itself earned and unpaid master servicing fees with respect to each mortgage loan in the trust fund, which payment is first to be made out of amounts received on or with respect to that mortgage loan that are allocable as a recovery of interest and then, if the subject underlying mortgage loan and any related REO Property has been liquidated, out of general collections on deposit in the collection account; 5. to pay the special servicer, out of general collections on the mortgage loans and any REO Properties in the trust fund, earned and unpaid special servicing fees with respect to each mortgage loan in the trust fund (other than the Outside Serviced Mortgage Loan) that is either: (a) a specially serviced mortgage loan; or (b) a mortgage loan as to which the related mortgaged real property has become an REO Property; 6. to pay the special servicer or, if applicable, its predecessor earned and unpaid workout fees and liquidation fees to which it is entitled, which payment is to be made from the sources described under "--Servicing and Other Compensation and Payment of Expenses" above; 7. to reimburse itself, the special servicer, the trustee or the fiscal agent, as applicable, out of general collections on or proceeds from the mortgage loans and any REO Properties in the trust fund, for any unreimbursed advance made by that party under the series CD 2005-C1 pooling and servicing agreement that has been determined to be a Nonrecoverable Advance; 8. in connection with the reimbursement of any advance as described in clause 3. or 7. above, to pay itself, the special servicer, the trustee or the fiscal agent, as applicable, unpaid interest accrued on that advance, with that payment to be made out of Default Interest and late payment charges received (during the collection period in which that advance was reimbursed) with respect to the particular underlying mortgage loan as to which, or that relates to the mortgaged real property as to which, that advance was made; 9. to pay the cost of inspections by the special servicer of any mortgaged real property that secures a specially serviced mortgage loan (other than the Outside Serviced Mortgage Loan) or of any REO Property (other than any Outside Administered REO Property); 10. in connection with the reimbursement of advances as described in clause 3. or 7. above, to pay itself, the special servicer, the trustee or the fiscal agent, as the case may be, out of general S-181 collections on or proceeds from the mortgage loans and any REO Properties in the trust fund, any interest accrued and payable on that advance and not otherwise paid or payable under clause 8. above; 11. to pay itself or the special servicer, as applicable, any items of additional servicing compensation on deposit in the collection account as discussed under "--Servicing and Other Compensation and Payment of Expenses--Additional Servicing Compensation" above; 12. subject to the determinations described under "--Servicing and Other Compensation and Payment of Expenses" above, to pay, out of general collections on the mortgage loans and any REO Properties in the trust fund, any servicing expenses that would, if advanced, be a Nonrecoverable Advance; 13. to pay, out of general collections on the mortgage loans and any REO Properties in the trust fund, for costs and expenses incurred by the trust in connection with environmental assessments of, and/or the remediation of adverse environmental conditions at, any mortgaged real property that secures a defaulted mortgage loan in the trust fund; 14. to pay itself, the special servicer, the trustee, us or any of their or our respective directors, officers, managers, members, employees and agents, as the case may be, out of general collections on or proceeds from the mortgage loans and any REO Properties in the trust fund, any of the fees, expenses, reimbursements or indemnities to which we or any of those other persons or entities are entitled as described under "Description of the Governing Documents--Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us" and "Description of the Governing Documents--Matters Regarding the Trustee" in the accompanying prospectus; 15. to pay, out of general collections on or proceeds from the mortgage loans and any REO Properties in the trust fund, for the costs of various opinions of counsel, the costs of appraisals and other valuations of mortgaged real properties, the cost of recording the series CD 2005-C1 pooling and servicing agreement, the costs of rating confirmations not otherwise paid by a borrower or other party and expenses properly incurred and fees earned by the trustee in connection with providing tax advice to the special servicer; 16. to make any required payments (other than normal monthly remittances) due under the related co-lender, intercreditor or similar agreement from the trust fund, as the holder of an underlying mortgage loan that is part of a Loan Combination, including to reimburse the servicer of the Outside Serviced Mortgage Loan for a servicing advance that is not recoverable from collections on the related Loan Combination; 17. to pay any other items provided in the series CD 2005-C1 pooling and servicing agreement as being payable from the collection account; 18. to pay to the person entitled thereto any amounts received on any mortgage loan or REO Property that has been purchased or otherwise removed from the trust; 19. to withdraw amounts deposited in the collection account in error; and 20. to clear and terminate the collection account upon the termination of the series CD 2005-C1 pooling and servicing agreement. In no event may the master servicer apply amounts otherwise distributable with respect to the class OCS certificates to pay and/or reimburse Additional Trust Fund Expenses and/or advances attributable to underlying mortgage loans other than the One Court Square-Citibank Mortgage Loan. S-182 MAINTENANCE OF INSURANCE The master servicer (with respect to mortgage loans, other than the Outside Serviced Mortgage Loan, in the trust fund) and the special servicer (with respect to REO Properties, other than any Outside Administered REO Property, in the trust fund) will be required to use reasonable efforts to cause the related borrower to maintain or, consistent with the Servicing Standard and to the extent that the trust has an insurable interest and the subject coverage, except as discussed below with respect to insurance against terrorist or similar acts, is available at commercially reasonable rates, otherwise cause to be maintained for each mortgaged real property all insurance coverage as is required under the related mortgage instrument; provided that, if and to the extent that any such mortgage instrument permits the holder thereof any discretion (by way of consent, approval or otherwise) as to the insurance coverage that the related borrower is required to maintain, the master servicer must exercise such discretion in a manner consistent with the Servicing Standard. The cost of any such insurance coverage obtained by either the master servicer or the special servicer shall be a servicing advance to be paid by the master servicer. The special servicer must also cause to be maintained for each REO Property, other than any Outside Administered REO Property, in the trust fund no less insurance coverage than was previously required of the borrower under the related underlying mortgage loan. Notwithstanding the foregoing, the master servicer or special servicer, as applicable, will not be required to maintain and will not cause a borrower to be in default with respect to the failure of the related borrower to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if, the special servicer, in consultation with the series CD 2005-C1 controlling class representative and, in the case of a One Court Square-Citibank Mortgage Loan or a Serviced Loan Combination, subject to the discussion under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders--Rights and Powers of the Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" above, has determined in accordance with the Servicing Standard that either (a) such insurance is not available at any rate or (b) such insurance is not available at commercially reasonably rates and that such hazards are not at the time commonly insured against for properties similar to the subject mortgaged real property and located in or around the region in which the subject mortgaged real property is located; provided, however, that the series CD 2005-C1 controlling class representative will not have more than three business days to respond to the special servicer's request for consultation; and provided, further, that upon the special servicer's determination, consistent with the Servicing Standard, that exigent circumstances do not allow the special servicer to consult with the series CD 2005-C1 controlling class representative, the special servicer will not be required to do so; and provided, further, that, during the period that the special servicer is evaluating such insurance under the series CD 2005-C1 pooling and servicing agreement, the master servicer will not be liable for any loss related to its failure to require the borrower to maintain terrorism insurance and will not be in default of its obligations hereunder as a result of such failure. If the master servicer or the special servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy insuring against hazard losses on all of the underlying mortgage loans and/or REO Properties that it is required to service and administer or a force placed policy as to any particular such underlying mortgage loan and/or REO Property, then, to the extent such policy (i) is obtained from an insurer meeting the criteria specified in the series CD 2005-C1 pooling and servicing agreement and (ii) provides protection equivalent to the individual policies otherwise required, the master servicer or the special servicer, as the case may be, will conclusively be deemed to have satisfied its obligation to cause hazard insurance to be maintained on the related mortgaged real properties and/or REO Properties. Such blanket policy or force placed policy may contain a deductible clause (not in excess of a customary amount), in which case the master servicer or the special servicer, as appropriate, must, if there has not been maintained on the related mortgaged real property or REO Property a hazard insurance policy complying with the requirements of the series CD 2005-C1 pooling and servicing agreement, and there has been one or more losses that would have been covered by such policy, promptly deposit into the collection account from its own funds the amount not otherwise payable under the blanket policy or force placed policy because of such deductible clause, to the extent the amount of such S-183 deductible exceeds the deductible permitted under the related mortgage loan documents or, if the related mortgage loan documents are silent regarding a permitted deductible, to the extent the amount of the deductible under the blanket policy or force placed policy, as the case may be, exceeds a customary deductible for a particular type of individual policy. With respect to the Outside Serviced Mortgage Loan, the Outside Servicers are required to cause the related borrower to maintain or otherwise cause to be maintained for the related Loan Combination all insurance coverage as are required under the related loan documents. FAIR VALUE PURCHASE OPTION Within 60 days after any of the underlying mortgage loans (other than an Outside Serviced Mortgage Loan) becomes a Defaulted Mortgage Loan, the special servicer must determine the fair value of the subject mortgage loan in accordance with the Servicing Standard. The special servicer will be required to make that determination without taking into account any effect the restrictions on the sale of the subject mortgage loan contained in the series CD 2005-C1 pooling and servicing agreement may have on the value thereof. In addition, the special servicer will be required to use reasonable efforts promptly to obtain an appraisal with respect to the related mortgaged real property unless it has an appraisal that is less than 12 months old and has no actual knowledge of, or notice of, any event that in the special servicer's judgment would materially affect the validity of such appraisal. The special servicer must make its fair value determination as soon as reasonably practicable (but in any event within 30 days) after its receipt of such new appraisal, if applicable. The special servicer is permitted to change, from time to time, its determination of the fair value of a Defaulted Mortgage Loan based upon changed circumstances, new information or otherwise, in accordance with the Servicing Standard; and, in any event, the special servicer must update its determination of the fair value at least once every 90 days. The special servicer must notify the trustee, the master servicer, each rating agency and the Majority Controlling Class Certificateholder promptly upon its fair value determination and any adjustment thereto. In determining the fair value of any Defaulted Mortgage Loan, the special servicer will be required to take into account, among other factors, the period and amount of the delinquency on the subject mortgage loan, the occupancy level and physical condition of the related mortgaged real property, the state of the local economy in the area where the related mortgaged real property is located, and the time and expense associated with a purchaser's foreclosing on the related mortgaged real property. In addition, the special servicer will be required to refer to all other relevant information obtained by it or otherwise contained in the mortgage loan file; and, in any event, the special servicer must take account of any change in circumstances regarding the related mortgaged real property known to the special servicer that has occurred subsequent to, and that would, in the special servicer's judgment, materially affect the value of the related mortgaged real property reflected in, the most recent related appraisal. Furthermore, the special servicer will be required to consider all available objective third-party information obtained from generally available sources, as well as information obtained from vendors providing real estate services to the special servicer, concerning the market for distressed real estate loans and the real estate market for the subject property type in the area where the related mortgaged real property is located. The special servicer may conclusively rely on the opinion and reports of independent third parties in making such determination. In the event any of the underlying mortgage loans becomes a Defaulted Mortgage Loan, each of the Majority Controlling Class Certificateholder and the special servicer will have an assignable option (a "Purchase Option") to purchase such Defaulted Mortgage Loan from the trust at a price (the "Option Price") equal to (a) a par purchase price that includes such additional items as are provided for in the series CD 2005-C1 pooling and servicing agreement, if the special servicer has not yet determined the fair value of the Defaulted Mortgage Loan, or (b) the fair value of the Defaulted Mortgage Loan as determined by the special servicer in the manner described in the preceding paragraph and in accordance with the Servicing Standard, if the special servicer has made such fair value determination. Any holder of a Purchase Option may sell, transfer, assign or otherwise convey its Purchase Option with respect to any Defaulted Mortgage Loan to any party other than the related borrower or an affiliate of the related borrower at any time after the subject mortgage loan becomes a Defaulted Mortgage Loan. The transferor of any Purchase Option must notify the trustee and the master servicer of such transfer, which S-184 notice should include the transferee's name, address, telephone number, facsimile number and appropriate contact person(s) and shall be acknowledged in writing by the transferee. In general, the Majority Controlling Class Certificateholder shall have the right to exercise its Purchase Option prior to any exercise of the Purchase Option by any other holder of a Purchase Option, except that, if the Purchase Option is not exercised by the Majority Controlling Class Certificateholder or any assignee thereof within 60 days of an underlying mortgage loan becoming a Defaulted Mortgage Loan, then the special servicer will have the right to exercise its Purchase Option prior to any exercise by the Majority Controlling Class Certificateholder and the special servicer or its assignee may exercise such Purchase Option at any time during the 15-day period immediately following the expiration of such 60-day period. Following the expiration of that 15-day period, the Majority Controlling Class Certificateholder will again have the right to exercise its Purchase Option prior to any exercise of the Purchase Option by the special servicer. If not exercised earlier, the Purchase Option with respect to any Defaulted Mortgage Loan will automatically terminate (a) once the subject mortgage loan is no longer a Defaulted Mortgage Loan, although, if such mortgage loan subsequently becomes a Defaulted Mortgage Loan, the related Purchase Option will again be exercisable, (b) upon the acquisition, by or on behalf of the trust, of title to the related mortgaged real property through foreclosure or deed in lieu of foreclosure, (c) the modification or pay-off, in full or at a discount, of such Defaulted Mortgage Loan in connection with a workout or (d) removal of such Defaulted Mortgage Loan from the trust fund. The series CD 2005-C1 pooling and servicing agreement will specify the procedure for exercising a Purchase Option. If the special servicer or the Majority Controlling Class Certificateholder, or any of their respective affiliates, is the person expected to acquire any Defaulted Mortgage Loan, then the trustee will be required to determine as soon as reasonably practicable (and, in any event, within 30 days) after the trustee has received the applicable written notice, whether the Option Price represents fair value for the Defaulted Mortgage Loan; except that, if the special servicer is then in the process of obtaining a new appraisal with respect to the related mortgaged real property, then the trustee will make its fair value determination with respect to the subject mortgage loan as soon as reasonably practicable (but in any event within 30 days) after the trustee's receipt of such new appraisal. Such fair value determination shall be made in accordance with the trustee's good faith reasonable judgment. In determining the fair value of any Defaulted Mortgage Loan, the trustee may rely on the opinion and reports of independent third parties in making such determination and, further, may rely on the most current appraisal obtained for the related mortgaged real property pursuant to this Agreement. The reasonable costs of all appraisals, inspection reports and broker opinions of value, reasonably incurred by the trustee or any such third party pursuant to this subsection are to be advanced by the master servicer and shall constitute, and be reimbursable as, servicing advances. Unless and until the Purchase Option with respect to a Defaulted Mortgage Loan is exercised, the special servicer will be required to pursue such other resolution strategies available under the series CD 2005-C1 pooling and servicing agreement with respect to such Defaulted Mortgage Loan, including, without limitation, workout and foreclosure, as the special servicer may deem appropriate consistent with the Servicing Standard. The special servicer will not be permitted to sell the Defaulted Mortgage Loan other than in connection with the exercise of the related Purchase Option or in connection with a repurchase by the applicable mortgage loan seller as described under "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases" and "--Representations and Warranties; Repurchases and Substitutions" in this prospectus supplement. Notwithstanding the foregoing, with respect to the fair market value purchase option related to the Outside Serviced Mortgage Loan, see "Description of the Mortgage Pool--Loan Combinations--Loews Universal Hotel Portfolio Loan Combination--Rights of the Class UHP Directing Certificateholder and the Holders of the Loews Universal Hotel Portfolio Pari Passu Senior Loans--Sale of Defaulted Mortgage Loan" in this prospectus supplement. S-185 Notwithstanding the foregoing, the holder of a B-Note Non-Trust Loan will have the right to purchase the related A-Note Mortgage Loan from the trust in certain default situations, as described above under "Description of the Mortgage Pool--The Loan Combinations." Also, in the case of the One Court Square-Citibank Mortgage Loan, the Majority Class OCS Certificateholders will have the right to purchase the One Court Square-Citibank Pooled Portion as described under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders--Additional Rights of the Majority Class OCS Certificateholders; Right to Cure and Purchase" above. In addition, the holders of a mezzanine loan may have the right to purchase the related mortgage loan from the trust if certain defaults on the related mortgage loan occur. REALIZATION UPON DEFAULTED MORTGAGE LOANS If a default on an underlying mortgage loan (other than the Outside Serviced Mortgage Loan) has occurred, then, subject to the discussion under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" above, the special servicer may, on behalf of the trust, take any of the following actions: o work out the mortgage loan; o institute foreclosure proceedings; o exercise any power of sale contained in the related mortgage instrument; o obtain a deed in lieu of foreclosure; and/or o otherwise acquire title to the corresponding mortgaged real property, by operation of law or otherwise. The special servicer may not, however, initiate foreclosure proceedings, acquire title to any mortgaged real property or take any other action with respect to any mortgaged real property that would cause the trustee, for the benefit of the series CD 2005-C1 certificateholders and, if applicable, any related Non-Trust Loan Noteholder(s), or any other specified person to be considered to hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator" of the particular real property within the meaning of various federal environmental laws, unless: o the special servicer has, within the prior six months, received an environmental assessment report prepared by a person who regularly conducts environmental audits, which report will be an expense of the trust; and o either-- 1. the report indicates that-- (a) the particular real property is in compliance with applicable environmental laws and regulations, and (b) there are no circumstances or conditions present at the particular real property that have resulted in any contamination for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any applicable environmental laws and regulations; or 2. the special servicer, based on the information set forth in the report, determines that taking the actions necessary to bring the particular real property into compliance with S-186 applicable environmental laws and regulations and/or taking any of the other actions contemplated by clause 1. above, would maximize the recovery for the series CD 2005-C1 certificateholders and any related Non-Trust Loan Noteholder(s), as a collective whole, on a present value basis, than not taking those actions. See, however, "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders--Rights and Powers of the Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" above. The cost of any environmental testing, as well as the cost of any remedial, corrective or other further action contemplated by the second bullet of the second paragraph of this "--Realization Upon Defaulted Mortgage Loans" section, will generally be payable directly out of the master servicer's collection account. If neither of the conditions in clauses 1. and 2. of the second bullet of the second paragraph of this "--Realization Upon Defaulted Mortgage Loans" section has been satisfied with respect to any mortgaged real property securing an underlying mortgage loan (other than the Outside Serviced Mortgage Loan), then the special servicer may, subject to the discussion under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" above, take those actions as are in accordance with the Servicing Standard, other than proceeding against the contaminated mortgaged real property. In connection with the foregoing, when the special servicer determines it to be appropriate, it may, subject to the discussion under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" above, on behalf of the trust, release all or a portion of the related mortgaged real property from the lien of the related mortgage instrument. If liquidation proceeds collected with respect to a defaulted mortgage loan in the trust fund are less than the outstanding principal balance of the defaulted mortgage loan, together with accrued interest on and reimbursable expenses incurred by the special servicer, the master servicer and/or any other applicable party in connection with the defaulted mortgage loan, then the trust will realize a loss in the amount of the shortfall. The special servicer, the master servicer, the trustee and/or the fiscal agent will be entitled to reimbursement out of the liquidation proceeds, insurance proceeds and condemnation proceeds recovered on any defaulted mortgage loan, prior to the payment of those proceeds to the series CD 2005-C1 certificateholders, for: o any and all amounts that represent unpaid servicing compensation with respect to the mortgage loan; o any unreimbursed servicing expenses and advances incurred with respect to the mortgage loan; and o any unreimbursed advances of delinquent payments made with respect to the mortgage loan. In addition, amounts otherwise payable on the series CD 2005-C1 certificates may be further reduced by interest payable to the master servicer, the special servicer, the trustee and/or the fiscal agent on servicing expenses and advances and on monthly debt service advances. Any foreclosure or similar proceedings with respect to the Outside Serviced Mortgage Loan will be undertaken by an Outside Servicer under the related pooling and servicing agreement. REO PROPERTIES If title to any mortgaged real property (other than the mortgaged real property securing the Outside Serviced Mortgage Loan) is acquired by the special servicer on behalf of the trust, the special servicer will be S-187 required to sell that property not later than the end of the third taxable year following the year of acquisition, unless: o the IRS grants an extension of time to sell the property; or o the special servicer obtains an opinion of independent counsel generally to the effect that the holding of the property subsequent to the end of the third year following the year in which the acquisition occurred will not result in the imposition of a tax on the trust assets or cause any REMIC created under the series CD 2005-C1 pooling and servicing agreement to fail to qualify as such under the Internal Revenue Code. Subject to the foregoing, the special servicer will generally be required to solicit cash offers for any REO Property held by the trust in a commercially reasonable manner. Neither the trustee nor any of its affiliates may bid for or purchase from the trust any REO Property. Regardless of whether the special servicer applies for or is granted an extension of time to sell any REO Property on behalf of the trust, the special servicer must act in accordance with the Servicing Standard to liquidate the property on a timely basis. If an extension is granted or opinion given, the special servicer must sell the subject REO Property within the period specified in the extension or opinion, as the case may be. Sales of REO Properties by the trust will be subject to the approval of the series CD 2005-C1 controlling class representative, the class OCS representative or a related Non-Trust Loan Noteholder, as applicable, as and to the extent described under "--The Series CD 2005-C1 Controlling Class Representative, the Class OCS Representative and the Non-Trust Loan Noteholders" above. The special servicer may retain an independent contractor to operate and manage any REO Property held by the trust. In general, the special servicer or an independent contractor employed by the special servicer at the expense of the trust will be obligated to operate and manage any REO Property held by the trust in a manner that: o maintains its status as foreclosure property under the REMIC provisions of the Internal Revenue Code; and o would, to the extent commercially feasible and consistent with the preceding bullet, maximize net after-tax revenues received from that property. The special servicer must review the operation of each REO Property held by the trust and consult with the trustee, or any person appointed by the trustee to act as tax administrator, to determine the trust's federal income tax reporting position with respect to the income it is anticipated that the trust would derive from the property. The special servicer's determination as to how each REO Property is to be managed is to be based on the Servicing Standard. The special servicer could determine that it would not be consistent with the Servicing Standard to manage and operate the property in a manner that would avoid the imposition of: o a tax on net income from foreclosure property, within the meaning of section 860G(c) of the Internal Revenue Code; or o a tax on prohibited transactions under section 860F of the Internal Revenue Code. S-188 To the extent that income the trust receives from an REO Property is subject to: o a tax on net income from foreclosure property, that income would be subject to federal tax at the highest marginal corporate tax rate, which is currently 35%; or o a tax on prohibited transactions, that income would be subject to federal tax at a 100% rate. The determination as to whether income from an REO Property held by the trust would be subject to a tax will depend on the specific facts and circumstances relating to the management and operation of each REO Property. Generally, income from an REO Property that is directly operated by the special servicer would be apportioned and classified as service or non-service income. The service portion of the income could be subject to federal tax either at the highest marginal corporate tax rate or at the 100% rate. The non-service portion of the income could be subject to federal tax at the highest marginal corporate tax rate or, although it appears unlikely, at the 100% rate. Any tax imposed on the trust's income from an REO Property would reduce the amount available for payment to the series CD 2005-C1 certificateholders. See "Federal Income Tax Consequences" in this prospectus supplement and in the accompanying prospectus. The reasonable out-of-pocket costs and expenses of obtaining professional tax advice in connection with the foregoing will be payable out of the master servicer's collection account. The special servicer will be required to segregate and hold all funds collected and received in connection with any REO Property held by the trust separate and apart from its own funds and general assets. If an REO Property is acquired by the trust, the special servicer will be required to establish and maintain an account for the retention of revenues and other proceeds derived from that property. That REO account must be maintained in a manner and with a depository institution that satisfies rating agency standards for securitizations similar to the one involving the offered certificates. The special servicer will be required to deposit, or cause to be deposited, in its REO account, within two business days after receipt, all net income, insurance proceeds, condemnation proceeds and liquidation proceeds received with respect to each REO Property held by the trust. The funds held in this REO account may be held as cash or invested in Permitted Investments. Any interest or other income earned on funds in the special servicer's REO account will be payable to the special servicer, subject to the limitations described in the series CD 2005-C1 pooling and servicing agreement. The special servicer will be required to withdraw from its REO account funds necessary for the proper operation, management, leasing, maintenance and disposition of any REO Property held by the trust, but only to the extent of amounts on deposit in the account relating to that particular REO Property. Promptly following the end of each collection period, the special servicer will be required to withdraw from the REO account and deposit, or deliver to the master servicer for deposit, into the master servicer's collection account the total of all amounts received with respect to each REO Property held by the trust during that collection period, net of: o any withdrawals made out of those amounts as described in the preceding sentence; and o any portion of those amounts that may be retained as reserves as described in the next sentence. The special servicer may, subject to the limitations described in the series CD 2005-C1 pooling and servicing agreement, retain in its REO account the portion of the proceeds and collections on any REO Property held by the trust as may be necessary to maintain a reserve of sufficient funds for the proper operation, management, leasing, maintenance and disposition of that property, including the creation of a reasonable reserve for repairs, replacements, necessary capital improvements and other related expenses. The special servicer will be required to keep and maintain separate records, on a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO account. S-189 The Series 2005-CIBC12 pooling and servicing agreement contains requirements generally similar but not identical to those described above regarding the operation and disposition of any Outside Administered REO Property. SECURITIES BACKED BY A NON-TRUST LOAN One or more of the Non-Trust Loans may be included in a separate commercial mortgage securitization. If so, some servicing actions with respect to a Serviced Loan Combination that includes a securitized Non-Trust Loan may be subject to confirmation that those actions will not result in a qualification, downgrade or withdrawal of any ratings assigned by the applicable rating agencies, which may include S&P, Moody's, Fitch or any other nationally recognized statistical rating organization, to the securities backed by that Non-Trust Loan. As a result, any such servicing action may be delayed, and it is possible that the master servicer or special servicer, as applicable, may be prevented from taking a servicing action with respect to any Serviced Loan Combination that includes a securitized Non-Trust Loan that it otherwise would have if it were not required to obtain the aforementioned rating confirmation. INSPECTIONS; COLLECTION OF OPERATING INFORMATION The special servicer is required to perform or cause to be performed a physical inspection of the related mortgaged real property as soon as practicable after any of the underlying mortgage loans (other than the Outside Serviced Mortgage Loan) becomes specially serviced; and the expense of that inspection will be payable first out of Default Interest and late payment charges received with respect to the subject underlying mortgage loan in the collection period during which such inspection related expenses were incurred, and then as an Additional Trust Fund Expense. In addition, beginning in 2006, with respect to each mortgaged real property securing an underlying mortgage loan (other than the Outside Serviced Mortgage Loan) with a principal balance (or allocated loan amount) at the time of such inspection of at least $2,000,000, the master servicer (with respect to each such mortgaged real property securing an underlying mortgage loan other than a specially serviced mortgage loan) and the special servicer (with respect to each such mortgaged real property securing a specially serviced mortgage loan in the trust fund) is required (in the case of the master servicer, at its expense) to inspect or cause to be inspected the related mortgaged real property every calendar year, and with respect to each mortgaged real property securing an underlying mortgage loan (other than the Outside Serviced Mortgage Loan) with a principal balance (or allocated loan amount) at the time of such inspection of less than $2,000,000 once every other calendar year, provided that the master servicer is not obligated to inspect any mortgaged real property that has been inspected by the special servicer in the previous six months. The special servicer and the master servicer each will be required to prepare a written report of each such inspection performed by it that describes the condition of the subject mortgaged real property and that specifies the existence with respect thereto of any sale, transfer or abandonment of the subject mortgaged real property, any material change in its condition or value or any visible waste committed on it. The special servicer or the master servicer, as applicable, is also required to endeavor to collect from the related borrower and review the quarterly and annual operating statements of each mortgaged real property and to cause annual operating statements to be prepared for each REO Property, except in the case of the Outside Serviced Mortgage Loan and any Outside Administered REO Property. Generally, the mortgage loans that we intend to include in the trust fund require the related borrower to deliver an annual property operating statement. However, there can be no assurance that any operating statements required to be delivered will in fact be delivered, nor is the master servicer or special servicer likely to have any practical means of compelling such delivery in the case of an otherwise performing mortgage loan. Copies of the inspection reports and operating statements referred to above are required to be available for review by series CD 2005-C1 certificateholders during normal business hours at the offices of the special servicer S-190 or the master servicer, as applicable. See "Description of the Offered Certificates--Reports to Certificateholders, Available Information" in this prospectus supplement. Inspections of the mortgaged real property securing the Outside Serviced Mortgage Loan are to be performed by the Outside Servicers. EVIDENCE AS TO COMPLIANCE On or before May 1 (or such earlier date as may be provided for under the series CD 2005-C1 pooling and servicing agreement) of each year, beginning in 2006, each of the master servicer and the special servicer must: o at its expense, cause a firm of independent public accountants, that is a member of the American Institute of Certified Public Accountants to furnish a statement to the trustee, among others, to the effect that: 1. the firm has examined the servicing operations of the master servicer or the special servicer, as the case may be, for the previous year or the portion of that year during which the series CD 2005-C1 certificates were outstanding; and 2. on the basis of that examination, conducted substantially in compliance with USAP, the firm confirms that the master servicer or the special servicer, as the case may be, has complied with the minimum servicing standards identified in USAP, in all material respects, except for the significant exceptions or errors in records that, in the opinion of the firm, USAP requires it to report; and o deliver to the trustee, among others, a statement signed by an officer of the master servicer or the special servicer, as the case may be, to the effect that, to the knowledge of that officer, the master servicer or the special servicer, as the case may be, has fulfilled its obligations under the series CD 2005-C1 pooling and servicing agreement in all material respects throughout the preceding calendar year or the portion of that year during which the series CD 2005-C1 certificates were outstanding. In rendering its report, the accounting firm referred to in the first bullet of the prior sentence may, as to matters relating to the direct servicing of commercial and multifamily mortgage loans by sub-servicers, rely upon comparable reports of firms of independent certified public accountants rendered on the basis of examinations conducted in accordance with substantially the same standards, within one year of the report, with respect to those sub-servicers. EVENTS OF DEFAULT Each of the following events, circumstances and conditions will be considered events of default under the series CD 2005-C1 pooling and servicing agreement: o the master servicer fails to deposit into its collection account any amount required to be so deposited, and that failure continues unremedied for two business days following the date on which the deposit or remittance was required to be made; o the master servicer fails to remit to the trustee for deposit in the trustee's payment account any amount (other than P&I advances) required to be so remitted, and that failure continues unremedied until 10:00 a.m., New York City time, on the applicable payment date; S-191 o any failure by the special servicer to timely deposit into its REO account or to timely deposit into, or to timely remit to the master servicer for deposit into, the master servicer's collection account, any amount required to be so deposited or remitted; o the master servicer fails to timely make any servicing advance required to be made by it under the series CD 2005-C1 pooling and servicing agreement, and that failure continues unremedied for five business days following the date on which notice of such failure has been given to the master servicer by the trustee; o any failure on the part of the master servicer or the special servicer duly to observe or perform in any material respect any of its other covenants or agreements under the series CD 2005-C1 pooling and servicing agreement, which failure continues unremedied for 30 days after the date on which written notice of that failure, requiring the same to be remedied, has been given to the master servicer or the special servicer, as the case may be, by any other party to the series CD 2005-C1 pooling and servicing agreement or to the master servicer or the special servicer, as the case may be (with a copy to each other party to the series CD 2005-C1 pooling and servicing agreement), by the series CD 2005-C1 certificateholders entitled to at least 25% of the series CD 2005-C1 voting rights; provided, however, that with respect to any such failure which is not curable within such 30-day period, the master servicer or the special servicer, as the case may be, will have an additional cure period of 30 days to effect the cure thereof so long as the master servicer or the special servicer, as the case may be, has commenced to cure that failure within the initial 30-day period and has provided the trustee with an officer's certificate certifying that it has diligently pursued, and is diligently continuing to pursue, a full cure; o any breach on the part of the master servicer or the special servicer of any representation or warranty contained in the series CD 2005-C1 pooling and servicing agreement that materially and adversely affects the interests of any class of series CD 2005-C1 certificateholders, which breach continues unremedied for a period of 30 days after the date on which notice of that breach, requiring the same to be remedied, has been given to the master servicer or the special servicer, as the case may be, by any other party to the series CD 2005-C1 pooling and servicing agreement or to the master servicer or the special servicer, as the case may be (with a copy to each other party to the series CD 2005-C1 pooling and servicing agreement), by the series CD 2005-C1 certificateholders entitled to at least 25% of the series CD 2005-C1 voting rights; provided, however, that with respect to any such breach which is not curable within such 30-day period, the master servicer or the special servicer, as the case may be, will have an additional cure period of 30 days so long as the master servicer or the special servicer, as the case may be, has commenced to cure within the initial 30-day period and has provided the trustee with an officer's certificate certifying that it has diligently pursued, and is diligently continuing to pursue, a full cure; o a decree or order of a court, agency or supervisory authority having jurisdiction in an involuntary case under any present or future bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, is entered against the master servicer or the special servicer and the decree or order remains in force undischarged or unstayed for a period of 60 days; provided, however, that the master servicer or the special servicer, as applicable, will have an additional period of 30 days to effect a discharge, dismissal or stay of the decree or order if it commenced the appropriate proceedings to effect such discharge, dismissal or stay within the above-referenced 60-day period; o the master servicer or special servicer consents to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, S-192 marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all or substantially all of its property; o the master servicer or special servicer admits in writing its inability to pay its debts as they become due or takes various other actions indicating its insolvency or inability to pay its obligations; o the consolidated net worth of the master servicer and of its direct or indirect parent, determined in accordance with generally accepted accounting principles, declines below $15,000,000; o the master servicer or the special servicer, as the case may be, receives actual knowledge that Moody's has (a) qualified, downgraded or withdrawn its rating or ratings of one or more classes of series CD 2005-C1 certificates or (b) placed one or more classes of series CD 2005-C1 certificates on "watch status" in contemplation of possible rating downgrade or withdrawal (and such "watch status" placement shall not have been withdrawn by Moody's within 60 days of the date that the master servicer or the special servicer obtained such actual knowledge), and, in the case of either clause (a) or (b), has cited servicing concerns with the master servicer or the special servicer, as the case may be, as the sole or material factor in such rating action; o the master servicer or the special servicer is no longer listed on S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and the master servicer or special servicer, as the case may be, is not reinstated to that list within 60 days after its removal from the applicable list; o the master servicer fails to remit to the trustee for deposit into the trustee's payment account, on the applicable date in any calendar month, the full amount of monthly debt service advances required to be made on that date, which failure continues unremedied until 10:00 a.m. New York City time on the next business day; or o the special servicer fails to be rated at least "CSS2" by Fitch, Inc. S-193 The series CD 2005-C1 pooling and servicing agreement may provide that a Non-Trust Loan Noteholder may have the right, similar to those of series CD 2005-C1 certificateholders entitled to not less than 25% of the voting rights for the series CD 2005-C1 certificates, to notify the master servicer or the special servicer of the defaults and breaches described in the fifth and sixth bullets above, to the extent those defaults or breaches relate to the Non-Trust Loan held by such Non-Trust Loan Noteholder. Additionally, the series CD 2005-C1 pooling and servicing agreement may provide for additional events of default, including those that relate solely to a Non-Trust Loan. RIGHTS UPON EVENT OF DEFAULT If an event of default described above under "--Events of Default" occurs with respect to the master servicer or the special servicer and remains unremedied, the trustee will be authorized, and at the direction of the series CD 2005-C1 certificateholders entitled to not less than 25% of the series CD 2005-C1 voting rights, the trustee will be required, to terminate all of the rights and obligations of the defaulting party under the series CD 2005-C1 pooling and servicing agreement and in and to the trust assets other than any rights the defaulting party may have as a series CD 2005-C1 certificateholder; provided that the terminated defaulting party will continue to be entitled to receive all amounts due and owing to it in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement and will continue to be entitled to the benefits any provisions for reimbursement or indemnity as and to the extent provided in the series CD 2005-C1 pooling and servicing agreement. Upon any termination, the trustee must either: o succeed to all of the responsibilities, duties and liabilities of the master servicer or special servicer, as the case may be, under the series CD 2005-C1 pooling and servicing agreement; or o appoint an established mortgage loan servicing institution to act as successor master servicer or special servicer, as the case may be, under the series CD 2005-C1 pooling and servicing agreement. The holders of series CD 2005-C1 certificates entitled to at least 51% of the series CD 2005-C1 voting rights may require the trustee to appoint an established mortgage loan servicing institution to act as successor master servicer or special servicer, as the case may be, under the series CD 2005-C1 pooling and servicing agreement, rather than have the trustee act as that successor. In general, the series CD 2005-C1 certificateholders entitled to at least 66 2/3% of the series CD 2005-C1 voting rights allocated to the classes of series CD 2005-C1 certificates affected by any event of default may waive the event of default. However, some events of default may only be waived by all of the holders of the series CD 2005-C1 certificates. Further, some events of default may only be waived with the consent of the trustee. Upon any waiver of an event of default, the event of default will cease to exist and will be deemed to have been remedied for every purpose under the series CD 2005-C1 pooling and servicing agreement. The series CD 2005-C1 pooling and servicing agreement may provide that the applicable primary servicer or the special servicer may be terminated and replaced solely with respect to a Serviced Loan Combination and no other mortgage loan in the trust fund in circumstances where a default of the master servicer or the special servicer affects the related Non-Trust Loan(s). If the special servicer for a Serviced Loan Combination is different from the special servicer(s) for the rest of the mortgage pool, then all references to the special servicer in this prospectus supplement or the accompanying prospectus are intended to mean the applicable special servicer or all such special servicers together, as the context may require. S-194 No series CD 2005-C1 certificateholder will have the right under the series CD 2005-C1 pooling and servicing agreement to institute any suit, action or proceeding with respect to that agreement or any underlying mortgage loan unless, with respect to any suit, action or proceeding upon or under or with respect to the series CD 2005-C1 pooling and servicing agreement: o that holder previously has given to the trustee written notice of default; o except in the case of a default by the trustee, series CD 2005-C1 certificateholders entitled to not less than 25% of the series CD 2005-C1 voting rights have made written request upon the trustee to institute that suit, action or proceeding in its own name as trustee under the series CD 2005-C1 pooling and servicing agreement and have offered to the trustee such reasonable indemnity as it may require; and o the trustee for 60 days has neglected or refused to institute any such suit, action or proceeding, as the case may be. The trustee, however, will be under no obligation to exercise any of the trusts or powers vested in it by the series CD 2005-C1 pooling and servicing agreement or to make any investigation of matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the series CD 2005-C1 certificateholders, unless in the trustee's opinion, those series CD 2005-C1 certificateholders have offered to the trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred by the trustee as a result. DESCRIPTION OF THE OFFERED CERTIFICATES GENERAL The series CD 2005-C1 certificates will be issued, on or about November 15, 2005, under the series CD 2005-C1 pooling and servicing agreement. They will represent the entire beneficial ownership interest of the trust. The assets of the trust will include, among other things: o the underlying mortgage loans; o any and all payments under and proceeds of the underlying mortgage loans received after the cut-off date, exclusive of payments of principal, interest and other amounts due on or before that date; o the loan documents for the underlying mortgage loans required to be delivered to the trustee by the respective mortgage loan sellers; o our rights under each of the mortgage loan purchase agreements between us and the respective mortgage loan sellers; o any REO Properties acquired by the special servicer on behalf of the trust with respect to defaulted mortgage loans; o those funds or assets as from time to time are deposited in the master servicer's collection account, the special servicer's REO account, the payment account maintained by the trustee as described under "--Payment Account" below, the floating rate account maintained by the trustee as described under "--Floating Rate Account" below or the interest reserve account maintained by the trustee as described under "--Interest Reserve Account" below. S-195 The series CD 2005-C1 certificates will include the following classes: o the 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 classes, which are the classes of series CD 2005-C1 certificates that are offered by this prospectus supplement, and o the F, G, H, J, K, L, M, N, O, P, Q, XC, OCS, R and Y classes, which are the classes of series CD 2005-C1 certificates that are not offered by this prospectus supplement. The class A-2FL certificates will represent undivided interests in a grantor trust, the assets of which will include, among other things, an uncertificated REMIC regular interest, designated as the class A-2FL REMIC II regular interest, and the rights and obligations under a swap agreement. For so long as it is in effect, that swap agreement will provide, among other things, that amounts payable as interest by the trust with respect to the class A-2FL REMIC II regular interest will be exchanged for amounts payable as interest by the swap counterparty under the swap agreement, with payments to be made between the trust and the swap counterparty on a net basis. That swap agreement will provide for the calculation of interest at a LIBOR-based rate accruing interest on a notional amount equal to the total principal balance of the class A-2FL certificates outstanding from time to time. The total principal balance of the class A-2FL certificates at any time will equal the total principal balance of the class A-2FL REMIC II regular interest. See "Description of the Swap Agreements" in this prospectus supplement. Similarly, the class A-MFL certificates will represent undivided interests in a grantor trust, the assets of which will include, among other things, an uncertificated REMIC regular interest, designated as the class A-MFL REMIC II regular interest, and the rights and obligations under a swap agreement. For so long as it is in effect, that swap agreement will provide, among other things, that amounts payable as interest by the trust with respect to the class A-MFL REMIC II regular interest will be exchanged for amounts payable as interest by the swap counterparty under the swap agreement, with payments to be made between the trust and the swap counterparty on a net basis. That swap agreement will provide for the calculation of interest at a LIBOR-based rate accruing interest on a notional amount equal to the total principal balance of the class A-MFL certificates outstanding from time to time. The total principal balance of the class A-MFL certificates at any time will equal the total principal balance of the class A-MFL REMIC II regular interest. See "Description of the Swap Agreements" in this prospectus supplement. The class OCS certificates will represent interests solely in the One Court Square-Citibank Non-Pooled Portion. The 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, J, K, L, M, N, O, P, Q and OCS certificates are the series CD 2005-C1 certificates that will have principal balances and are sometimes referred to in this prospectus supplement as the series CD 2005-C1 principal balance certificates. The principal balance of any of these certificates will represent the total payments of principal to which the holder of the certificate is entitled over time out of payments, or advances in lieu of payments, and other collections on the assets of the trust. Accordingly, on each payment date, the principal balance of each of these certificates will be permanently reduced by any payments of principal actually made with respect to the certificate on that payment date. See "--Payments" below. On any particular payment date, the principal balance of each of these certificates may also be reduced, without any corresponding payment, in connection with Realized Losses on the underlying mortgage loans and Additional Trust Fund Expenses. See "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below. On any particular payment date, the total principal balance of a class of series CD 2005-C1 principal balance certificates may be increased by an amount equal to any Mortgage Deferred Interest allocated to that class in reduction of the interest payable thereon on such payment date. S-196 Notwithstanding the foregoing, in the case of the class A-2FL certificates, any applicable distributions of principal on any given payment date will first be allocated in reduction of the total principal balance of the class A-2FL REMIC II regular interest before actually being distributed to the class A-2FL certificateholders. In addition, any reduction in the total principal balance of the class A-2FL certificates on any given payment date, without a corresponding distribution, in connection with losses on the underlying mortgage loans and default-related and otherwise unanticipated trust fund expenses will be made in response to a corresponding reduction made in the total principal balance of the class A-2FL REMIC II regular interest in connection with those losses and expenses. Furthermore, on any particular payment date, the total principal balance of the class A-2FL REMIC II regular interest (and, accordingly, the total principal balance of the class A-2FL certificates) may be increased by an amount equal to any Mortgage Deferred Interest allocated to that REMIC II regular interest in reduction of the interest payable thereon on such payment date. Notwithstanding the foregoing, in the case of the class A-MFL certificates, any applicable distributions of principal on any given payment date will first be allocated in reduction of the total principal balance of the class A-MFL REMIC II regular interest before actually being distributed to the class A-MFL certificateholders. In addition, any reduction in the total principal balance of the class A-MFL certificates on any given payment date, without a corresponding distribution, in connection with losses on the underlying mortgage loans and default-related and otherwise unanticipated trust fund expenses will be made in response to a corresponding reduction made in the total principal balance of the class A-MFL REMIC II regular interest in connection with those losses and expenses. Furthermore, on any particular payment date, the total principal balance of the class A-MFL REMIC II regular interest (and, accordingly, the total principal balance of the class A-MFL certificates) may be increased by an amount equal to any Mortgage Deferred Interest allocated to that REMIC II regular interest in reduction of the interest payable thereon on such payment date. The class XC and XP certificates will not have principal balances and are sometimes referred to as the series CD 2005-C1 interest-only certificates. For purposes of calculating the amount of accrued interest, each class of series CD 2005-C1 interest-only certificates will have a total notional amount. The total notional amount of the class XP certificates from time to time will equal the sum of the components thereof set forth on Annex F to this prospectus supplement. Each of those components of the total notional amount of the class XP certificates will relate to a particular class of series CD 2005-C1 principal balance certificates and, at any time during any of the periods specified on Annex F to this prospectus supplement, will equal the lesser of (a) the specific amount identified in the table on Annex F to this prospectus supplement with respect to the related class of series CD 2005-C1 principal balance certificates for that period and (b) the then total principal balance of the related class of series CD 2005-C1 principal balance certificates. Notwithstanding anything to the contrary in this prospectus supplement, the total notional amount of the class XP certificates will be $0 following the payment date in November 2012. The total notional amount of the class XC certificates will be equal to the total principal balance of the 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, J, K, L, M, N, O, P and Q certificates outstanding from time to time. It does not include the total principal balance of the class OCS certificates. In general, the total principal balance of each such class of series CD 2005-C1 principal balance certificates will constitute a separate component of the total notional amount of the class XC certificates. However, if a portion, but not all, of the total principal balance of any particular such class of series CD 2005-C1 principal balance certificates is identified on Annex F to this prospectus supplement as being part of the total notional amount of the class XP certificates at any time through the payment date in November 2012, then that identified portion of such total principal balance will represent one separate component of the then total notional amount of the class XC certificates, and the remaining portion of such total principal balance will represent another separate component of the then total notional amount of the class XC certificates. The class R and Y certificates will not have principal balances or notional amounts. S-197 In general, principal balances and notional amounts will be reported on a class-by-class basis. In order to determine the principal balance or notional amount, as applicable, of any of your offered certificates from time to time, you may multiply the original principal balance or notional amount, as applicable, of that certificate as of the date of initial issuance of the offered certificates, as specified on the face of that certificate, by the then-applicable certificate factor for the relevant class. The certificate factor for any class of offered certificates, as of any date of determination, will equal a fraction, expressed as a percentage, the numerator of which will be the then outstanding total principal balance or notional amount, as applicable, of that class, and the denominator of which will be the original total principal balance or notional amount, as applicable, of that class. Certificate factors will be reported monthly in the trustee's payment date statement. REGISTRATION AND DENOMINATIONS General. The offered certificates will be issued in book-entry form in original denominations of $10,000 initial principal balance--or, in the case of the class XP certificates, $250,000 initial notional amount-- and in any whole dollar denominations in excess thereof. Each class of offered certificates will initially be represented by one or more certificates registered in the name of Cede & Co., as nominee of The Depository Trust Company. You will not be entitled to receive an offered certificate issued in fully registered, certificated form, except under the limited circumstances described in the accompanying prospectus under "Description of the Certificates--Book-Entry Registration". For so long as any class of offered certificates is held in book-entry form-- o all references in this prospectus supplement to actions by holders of those certificates will refer to actions taken by DTC upon instructions received from beneficial owners of those certificates through its participating organizations, and o all references in this prospectus supplement to payments, notices, reports, statements and other information made or sent to holders of those certificates will refer to payments, notices, reports and statements made or sent to DTC or Cede & Co., as the registered holder of those certificates, for payment or transmittal, as applicable, to the beneficial owners of those certificates through its participating organizations in accordance with DTC's procedures. The trustee will initially serve as registrar for purposes of providing for the registration of the offered certificates and, if and to the extent physical certificates are issued to the actual beneficial owners of any of the offered certificates, the registration of transfers and exchanges of those certificates. DTC, Euroclear and Clearstream. You will hold your certificates through DTC, in the United States, or Clearstream Banking Luxembourg or Euroclear Bank S.A./N.V., as operator of the Euroclear System, in Europe, if you are a participating organization of the applicable system, or indirectly through organizations that are participants in the applicable system. Clearstream and Euroclear will hold omnibus positions on behalf of organizations that are participants in either of these systems, through customers' securities accounts in Clearstream's or Euroclear's names on the books of their respective depositaries. Those depositaries will, in turn, hold those positions in customers' securities accounts in the depositaries' names on the books of DTC. For a discussion of DTC, Euroclear and Clearstream, see "Description of the Certificates--Book-Entry Registration--DTC, Euroclear and Clearstream" in the accompanying prospectus. Transfers between participants in DTC will occur in accordance with DTC's rules. Transfers between participants in Clearstream and Euroclear will occur in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through participants in Clearstream or Euroclear, on the other, will be accomplished through DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its depositary. See "Description of the Certificates--Book-Entry Registration--Holding and Transferring Book- S-198 Entry Certificates" in the accompanying prospectus. For additional information regarding clearance and settlement procedures for the offered certificates and for information with respect to tax documentation procedures relating to the offered certificates, see Annex F hereto. PAYMENT ACCOUNT General. The trustee must establish and maintain an account in which it will hold funds pending their payment on the series CD 2005-C1 certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest and from which it will make those payments. That payment account must be maintained in a manner and with a depository institution that satisfies the criteria set forth in the series CD 2005-C1 pooling and servicing agreement. Any funds in the trustee's payment account may, at the trustee's risk, be invested in Permitted Investments, and any interest or other income earned on those funds will be paid to the trustee as additional compensation, subject to the limitations set forth in the series CD 2005-C1 pooling and servicing agreement. Deposits. On the business day prior to each payment date, the master servicer will be required to remit to the trustee for deposit in the payment account an amount equal to the sum of the following: o the applicable Master Servicer Remittance Amount, exclusive of any portion thereof that represents Post-ARD Additional Interest (which will be remitted to the trustee for deposit in an account relating solely to Post-ARD Additional Interest); o the aggregate amount of any advances of delinquent monthly debt service payments required to be made by the master servicer with respect to the underlying mortgage loans for that payment date; and o the aggregate amount deposited by the master servicer in the collection account for such payment date in connection with Prepayment Interest Shortfalls. In addition, for each payment date occurring in March, and for the final payment date if the final payment date occurs in February or, if such year is not a leap year, in January, the trustee must, on or before that payment date, transfer from its interest reserve account to its payment account the aggregate of the interest reserve amounts in respect of each underlying mortgage loan that accrues interest on an Actual/360 Basis. See "--Interest Reserve Account" and "--Advances of Delinquent Monthly Debt Service Payments" below and "Servicing of the Underlying Mortgage Loans--Collection Account" and "--Servicing and Other Compensation and Payment of Expenses" in this prospectus supplement. Withdrawals. The trustee may from time to time make withdrawals from its payment account for any of the following purposes: o to pay itself the investment earnings on Permitted Investments of funds in the payment account; o to pay itself or any of various related persons and entities any reimbursements or indemnities to which they are entitled, as described under "Description of the Governing Documents--Matters Regarding the Trustee" in the accompanying prospectus; o to pay for various opinions of counsel required to be obtained in connection with any amendments to the series CD 2005-C1 pooling and servicing agreement and the administration of the trust; S-199 o to pay any federal, state and local taxes imposed on the trust, its assets and/or transactions, together with all incidental costs and expenses, that are required to be borne by the trust as described under "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus and "Servicing of the Underlying Mortgage Loans--REO Properties" in this prospectus supplement; o to transfer from its payment account to its interest reserve account interest reserve amounts with respect to those mortgage loans that accrue interest on an Actual/360 Basis, as and when described under "--Interest Reserve Account" below; o to pay to the person entitled thereto any amounts deposited in the payment account in error; and o to clear and terminate the payment account at the termination of the series CD 2005-C1 pooling and servicing agreement; provided that amounts otherwise payable with respect to the class OCS certificates will not be available to cover Additional Trust Fund Expenses attributable to any underlying mortgage loan other than the One Court Square-Citibank Mortgage Loan. On each payment date, all amounts on deposit in the payment account, exclusive of any portion of those amounts that are to be withdrawn for the purposes contemplated in the foregoing paragraph, and the Post-ARD Additional Interest account will represent the "Total Available Funds" for that date. On each payment date, the trustee will apply the Total Available Funds to make payments on the series CD 2005-C1 certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest. For any payment date, the Total Available Funds will consist of the following separate components: o the portion of those funds that represent prepayment consideration collected on the underlying mortgage loans as a result of voluntary or involuntary prepayments that occurred during the related collection period, which will be paid to the holders of the class A-1, A-2FX, A-3, A-SB, A-4, A-1A, A-MFX, A-J, B, C, D, E, F, G, H, J and/or XC certificates and with respect to the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, as described under "--Payments--Payments of Prepayment Premiums and Yield Maintenance Charges" below; o the portion of those funds that represent Post-ARD Additional Interest collected on the ARD Loans in the trust fund during the related collection period, which will be paid to the holders of the class Y certificates as described under "--Payments--Payments of Post-ARD Additional Interest" below; and o the remaining portion of those funds, which we refer to as the Total Available P&I Funds, and which will be paid to the holders of all the series CD 2005-C1 certificates, other than the class A-2FL, A-MFL and Y certificates, and with respect to the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, as and to the extent described under "--Payments--Priority of Payments" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" below. FLOATING RATE ACCOUNT The trustee, on behalf of the class A-2FL and A-MFL certificateholders, will be required to establish and maintain an account in which it will hold funds pending their distribution on the class A-2FL and/or A-MFL S-200 certificates or to the swap counterparty and from which it will make those distributions. That floating rate account will include separate sub-accounts for the class A-2FL certificates and the class A-MFL certificates. That floating rate account must be maintained in a manner and with a depository institution that satisfies rating agency standards for securitizations similar to the one involving the offered certificates. Any funds held in the trustee's floating rate account may be held in cash or, at the trustee's risk, invested in Permitted Investments. Subject to the limitations in the series CD 2005-C1 pooling and servicing agreement, any interest or other income earned on funds in the trustee's floating rate account will be paid to the trustee as additional compensation. Deposits. The trustee will deposit into the applicable sub-account of the floating rate account: o all payments received from the swap counterparty under each swap agreement, as described under "Description of the Swap Agreements" in this prospectus supplement; and o all amounts allocable to the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, respectively, as described under this "Description of the Offered Certificates" section. The trustee will be required to deposit in the floating rate account the amount of any losses of principal arising from investments of funds held in the floating rate account. However, it will not be obligated to cover any losses resulting from the bankruptcy or insolvency of any depository institution holding the floating rate account. Withdrawals. The trustee may from time to time make withdrawals from the applicable sub-account of the floating rate account for any of the following purposes: o to make payments to the swap counterparty in respect of regularly scheduled payments payable under each swap agreement, as described under "Description of the Swap Agreements" in this prospectus supplement; o to make distributions to the class A-2FL and A-MFL certificates on each payment date, as described under "--Payments--Payments on the Class A-2FL and Class A-MFL Certificates" below; o to pay itself interest and other investment income earned on funds held in the floating rate account; and o to pay to the person entitled thereto any amounts deposited in the floating rate account in error. INTEREST RESERVE ACCOUNT The trustee must maintain an account in which it will hold the interest reserve amounts described in the next paragraph with respect to those underlying mortgage loans that accrue interest on an Actual/360 Basis. That interest reserve account must be maintained in a manner and with a depository that satisfies rating agency standards for securitizations similar to the one involving the offered certificates. Any funds in the trustee's interest reserve account may, at the trustee's risk, be invested in Permitted Investments, and any interest or other income earned on those funds will be paid to the trustee as additional compensation, subject to the limitations set forth in the series CD 2005-C1 pooling and servicing agreement. During January, except in a leap year, and February of each calendar year, beginning in 2006, the trustee will deposit in its interest reserve account the interest reserve amounts with respect to those underlying mortgage loans that accrue interest on an Actual/360 Basis and for which the monthly debt service payment due in that month was either received or advanced. In general, that interest reserve amount for each of those mortgage loans will, for each payment date in those months, equal one day's interest accrued at the related Net Mortgage Rate on S-201 the Stated Principal Balance of that mortgage loan as of the end of the related collection period. In the case of an ARD Loan, however, the interest reserve amount will not include Post-ARD Additional Interest. During March of each calendar year, beginning in 2006, the trustee will withdraw from its interest reserve account and deposit in its payment account any and all interest reserve amounts then on deposit in the interest reserve account with respect to those underlying mortgage loans that accrue interest on an Actual/360 Basis. All interest reserve amounts that are so transferred from the interest reserve account to the payment account will be included in the Total Available P&I Funds for the payment date during the month of transfer. PAYMENTS General. For purposes of allocating payments on certain classes of the offered certificates, the pool of mortgage loans backing the series CD 2005-C1 certificates (excluding the One Court Square-Citibank Non-Pooled Portion) will be divided into: 1. Loan group no. 1, which will consist of 191 mortgage loans, with an Initial Loan Group No. 1 Balance of $3,480,780,409 and representing approximately 89.8% of the Initial Mortgage Pool Balance, that are secured by various property types that constitute collateral for these mortgage loans. 2. Loan group no. 2, which will consist of 34 mortgage loans, with an Initial Loan Group No. 2 Balance of $397,464,318 and representing approximately 10.2% of the Initial Mortgage Pool Balance, that are secured by multifamily and manufactured housing properties. On each payment date, the trustee will, subject to the available funds, remit all payments required to be made on the series CD 2005-C1 certificates on that date to the holders of record as of the close of business on the last business day of the calendar month preceding the month in which those payments are to occur. The final payment of principal and/or interest on any offered certificate, however, will be made only upon presentation and surrender of that certificate at the location to be specified in a notice of the pendency of that final payment. In order for a series CD 2005-C1 certificateholder to receive payments by wire transfer on and after any particular payment date, that certificateholder must provide the trustee with written wiring instructions no less than five business days prior to the record date for that payment date. Otherwise, that certificateholder will receive its payments by check mailed to it. Payments made to a class of series CD 2005-C1 certificateholders will be allocated among those certificateholders in proportion to their respective percentage interests in that class. Cede & Co. will be the registered holder of your offered certificates, and you will receive payments on your offered certificates through DTC and its participating organizations, until physical certificates are issued, if ever, to the actual beneficial owners. See "--Registration and Denominations" above. All payments with respect to the class A-2FL REMIC II regular interest and class A-MFL REMIC II regular interest will be made to the trustee's floating rate account. S-202 Payments of Interest. All of the classes of the series CD 2005-C1 certificates (other than the Y and R classes), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest will bear interest. With respect to each interest-bearing class of the series CD 2005-C1 certificates and with respect to each of the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, that interest will accrue during each interest accrual period based upon-- o the pass-through rate applicable for that particular class of series CD 2005-C1 certificates, the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest, as the case may be, for that interest accrual period, o the total principal balance or notional amount, as the case may be, of that particular class of series CD 2005-C1 certificates, the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest, as the case may be, outstanding immediately prior to the related payment date, and o the assumption that each year consists of twelve 30-day months (or, in the case of each of the A-2FL class and the A-MFL class, for so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, based on the actual number of days in that interest accrual period and the assumption that each year consists of 360 days). However, no interest will accrue with respect to the class XP certificates following the October 2012 interest accrual period. In addition, if the pass-through rate of the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest for any interest accrual period is limited by the Weighted Average Pool Pass-Through Rate, then the amount by which the interest distributable with respect to that REMIC II regular interest is reduced as a result of that limitation will result in a corresponding reduction to the amount of interest payable by the swap counterparty under the related swap agreement with respect to the related payment date and therefore a corresponding reduction to the amount of interest distributable with respect to the class A-2FL certificates or the class A-MFL certificates, as applicable, on that payment date. On each payment date, subject to available funds and the priorities of payment described under "--Payments--Priority of Payments" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" below, the total amount of interest distributable with respect to each interest-bearing class of the series CD 2005-C1 certificates (exclusive of the class A-2FL and A-MFL certificates) and with respect to each of the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest will equal: o the total amount of interest accrued during the related interest accrual period with respect to that class of series CD 2005-C1 certificate or that REMIC II regular interest, as the case may be, reduced (to not less than zero) by o that class's or that REMIC II regular interest's allocable share, if any, of-- 1. any Net Aggregate Prepayment Interest Shortfall for that payment date, and 2. except in the case of the class XC and XP certificates, the aggregate amount of any Mortgage Deferred Interest added to the principal balances of the underlying mortgage loans during the related collection period. S-203 If the full amount of interest distributable with respect to any interest-bearing class of the series CD 2005-C1 certificates (exclusive of the class A-2FL and A-MFL certificates) or with respect to the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest is not paid on any payment date, then the unpaid portion of that interest will continue to be payable with respect to that class of certificates or that REMIC II regular interest on future payment dates, subject to available funds and the priorities of payment described under "--Payments--Priority of Payments" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" below. However, no interest will accrue on any of that unpaid interest, and a portion of any past-due interest with respect to the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest may be payable to the swap counterparty. The portion of any Net Aggregate Prepayment Interest Shortfall for any payment date that is allocable to any particular interest-bearing class of the series CD 2005-C1 certificates (exclusive of the class A-2FL or A-MFL certificates), the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest will equal the product of: o in the case of the class OCS certificates, the product of-- 1. the total portion, if any, of that Net Aggregate Prepayment Interest Shortfall that is attributable to the One Court Square-Citibank Mortgage Loan, multiplied by 2. a fraction, the numerator of which is the total amount of interest accrued during the related interest accrual period with respect to the subject class of series CD 2005-C1 certificates (calculated without regard to any allocation of that Net Aggregate Prepayment Interest Shortfall and net of any Mortgage Deferred Interest allocated to that class of series CD 2005-C1 certificates for that payment date), and the denominator of which is equal to the excess, if any of (a) one-twelfth of the product of (i) the Net Mortgage Pass-Through Rate for the One Court Square-Citibank Mortgage Loan for such payment date, multiplied by (ii) the Stated Principal Balance of the One Court Square-Citibank Mortgage Loan outstanding immediately prior to such payment date, over (b) any Mortgage Deferred Interest added to the outstanding principal balance of the One Court Square-Citibank Mortgage Loan during the related collection period; and o in the case of any other interest-bearing class of series CD 2005-C1 certificates (exclusive of the class A-2FL and class A-MFL certificates), the class A-2FL REMIC II regular interest or the class A-MFL REMIC II regular interest, the product of-- 1. the total amount of that Net Aggregate Prepayment Interest Shortfall, exclusive of any portion thereof allocable to the class OCS certificates in accordance with the preceding bullet, multiplied by 2. a fraction, the numerator of which is the total amount of interest accrued during the related interest accrual period with respect to the subject REMIC II regular interest or interest-bearing class of series CD 2005-C1 certificates, as the case may be, calculated without regard to any allocation of that Net Aggregate Prepayment Interest Shortfall and, except in the case of the class XC and XP certificates, net of any Mortgage Deferred Interest allocated to the subject REMIC II regular interest or interest-bearing class of series CD 2005-C1 certificates for that payment date, and the denominator of which is the total amount of interest accrued during the related interest accrual period with respect to the class A-2FL REMIC II regular interest, the class A-MFL REMIC II regular interest and all of the interest-bearing classes of the series CD 2005-C1 certificates (exclusive of the class A-2FL, A-MFL and OCS certificates), calculated without regard to any allocation of that Net Aggregate Prepayment Interest Shortfall, and net of any Mortgage S-204 Deferred Interest allocated to the class A-2FL REMIC II regular interest, the class A-MFL REMIC II regular interest and the respective classes of series CD 2005-C1 principal balance certificates (exclusive than the class A-2FL, A-MFL and OCS certificates) for that payment date. Although Net Aggregate Prepayment Interest Shortfalls will not be allocated directly to the class A-2FL or A-MFL certificates, any such shortfalls allocated to the corresponding REMIC II regular interest will result in a dollar-for-dollar reduction in the interest distributable on the subject class of series CD 2005-C1 certificates. On each payment date, any Mortgage Deferred Interest added to the unpaid principal balance of any underlying mortgage loan (other than the One Court Square-Citibank Mortgage Loan) during the related collection period will be allocated among the respective classes of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, A-MFL and OCS certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest in reverse order of seniority (based on the priority of payments described under "--Payments--Priority of Payments" below and, in the case of the class A-1, A-2FX, A-3, A-SB, A-4 and A-1A certificates and the class A-2FL REMIC II regular interest, on a pro rata basis in accordance with accrued interest for the related interest accrual period), in each case up to the respective amounts of interest accrued during the related interest accrual period with respect to the subject REMIC II regular interest(s) or interest-bearing class(es) of series CD 2005-C1 certificates (in each case calculated without regard to any allocation of that Mortgage Deferred Interest or any Net Aggregate Prepayment Interest Shortfall). On each payment date, any Mortgage Deferred Interest added to the unpaid principal balance of the One Court Square-Citibank Mortgage Loan during the related collection period will be allocated: first, to the class OCS certificates, up to the amount of the total amount of interest accrued during the related interest accrual period with respect to the subject class of series CD 2005-C1 certificates (calculated without regard to any allocation of that Mortgage Deferred Interest or any Net Aggregate Prepayment Interest Shortfall); and then, to the other classes of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest as described in the prior sentence. No portion of any Mortgage Deferred Interest will be allocated to the class XC and/or XP certificates. Any distributions of interest allocated to the class A-2FL REMIC II regular interest will be deposited in the applicable sub-account of the trustee's floating rate account and will thereafter be distributed to the holders of the class A-2FL certificates and/or the swap counterparty, as applicable. Any distributions of interest allocated to the class A-MFL REMIC II regular interest will be deposited in the applicable sub-account of the trustee's floating rate account and will thereafter be distributed to the holders of the class A-MFL certificates and/or the swap counterparty, as applicable. Calculation of Pass-Through Rates. The initial pass-through rate for each interest-bearing class of the series CD 2005-C1 certificates is shown in the table on page S-7 to this prospectus supplement; provided that, in the case of the class , , , and certificates, that initial pass-through rate is approximate. The pass-through rates applicable to the class , , , and certificates for each subsequent interest accrual period will, in the case of each of those classes, remain fixed at the pass-through rate applicable to the particular class of series CD 2005-C1 certificates for the initial interest accrual period. The pass-through rates for the class , , , and certificate for each subsequent interest accrual period will, in the case of each of those classes, equal the Weighted Average Pool Pass-Through Rate for the related payment date. S-205 The pass-through rates applicable to the class , , , and certificates for each subsequent interest accrual period will, in the case of each of those classes, equal the lesser of-- o the rate per annum shown in the table on page S-7 as the initial pass-through rate for that class; and o the Weighted Average Pool Pass-Through Rate for the related payment date. The pass-through rate applicable to the class A-2FL REMIC II regular interest for each interest accrual period will equal the lesser of-- o % per annum, and o the Weighted Average Pool Pass-Through Rate for the related payment date. The pass-through rate applicable to the class A-MFL REMIC II regular interest for each interest accrual period will equal the lesser of-- o % per annum, and o the Weighted Average Pool Pass-Through Rate for the related payment date. For so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the pass-through rate applicable to the class A-2FL certificates for each interest accrual period will equal LIBOR plus % per annum. However, the pass-through rate with respect to the class A-2FL certificates may be effectively reduced as a result of shortfalls allocated to the class A-2FL REMIC II regular interest. In addition, if there is a continuing Swap Payment Default thereunder, or if the related swap agreement is terminated and a replacement swap agreement is not obtained, then the pass-through rate applicable to the class A-2FL certificates will convert to a per annum rate equal to the pass-through rate on the class A-2FL REMIC II regular interest, and accordingly the interest accrual period and interest accrual basis for the class A-2FL certificates will convert to those of the class A-2FL REMIC II regular interest. For so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the pass-through rate applicable to the class A-MFL certificates for each interest accrual period will equal LIBOR plus % per annum. However, the pass-through rate with respect to the class A-MFL certificates may be effectively reduced as a result of shortfalls allocated to the class A-MFL REMIC II regular interest. In addition, if there is a continuing Swap Payment Default thereunder, or if the related swap agreement is terminated and a replacement swap agreement is not obtained, then the pass-through rate applicable to the class A-MFL certificates will convert to a per annum rate equal to the pass-through rate on the class A-MFL REMIC II regular interest, and accordingly the interest accrual period and interest accrual basis for the class A-MFL certificates will convert to those of the class A-MFL REMIC II regular interest. See "--Payments on the Class A-2FL and Class A-MFL Certificates" and "Description of the Swap Agreements--The Swap Agreements" in this prospectus supplement. The term "LIBOR" means, with respect to the class A-2FL and A-MFL certificates and each interest accrual period for those certificates, the rate for deposits in U.S. Dollars, for a period equal to one month, which appears on the Dow Jones Market Service (formerly Telerate) Page 3750 as of 11:00 a.m., London time, on the related LIBOR Determination Date. If that rate does not appear on Dow Jones Market Service Page 3750, LIBOR for that interest accrual period will be determined on the basis of the rates at which deposits in U.S. Dollars are offered by any five major reference banks in the London interbank market selected by the calculation agent under the swap agreement to provide that bank's offered quotation of such rates at approximately 11:00 a.m., London time, on the related LIBOR Determination Date to prime banks in the London interbank market for S-206 a period of one month, commencing on the first day of the subject interest accrual period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The calculation agent under the swap agreement will request the principal London office of any five major reference banks in the London interbank market selected by the calculation agent to provide a quotation of those rates, as offered by each such bank. If at least two such quotations are provided, LIBOR for that interest accrual period will be the arithmetic mean of the quotations. If fewer than two quotations are provided as requested, LIBOR for that interest accrual period will be the arithmetic mean of the rates quoted by major banks in New York City selected by the calculation agent under the swap agreement, at approximately 11:00 a.m., New York City time, on the related LIBOR Determination Date with respect to the subject interest accrual period for loans in U.S. Dollars to leading European banks for a period equal to one month, commencing on the LIBOR Determination Date with respect to such interest accrual period and in an amount that is representative for a single such transaction in the relevant market at the relevant time. The calculation agent under the swap agreement will determine LIBOR for each interest accrual period and the determination of LIBOR by that calculation agent will be binding absent manifest error. The "LIBOR Determination Date" for the class A-2FL and A-MFL certificates is (i) with respect to the initial interest accrual period, November , 2005, and (ii) with respect to each applicable interest accrual period thereafter, the date that is two LIBOR Business Days prior to the commencement of the subject interest accrual period. A "LIBOR Business Day" is any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England and/or New York, New York, as applicable for purposes of calculating LIBOR as described in the prior paragraph. The pass-through rate for the class OCS certificates for each interest accrual period will equal the Net Mortgage Pass-Through Rate for the One Court Square-Citibank Mortgage Loan for the related payment date. As described under "--General" above, the total notional amount of the class XP certificates from time to time consists of multiple components. The pass-through rate for the class XP certificates, for each interest accrual period from and including the initial interest accrual period through and including the October 2012 interest accrual period, will equal the weighted average of the respective strip rates, which we refer to as class XP strip rates, at which interest accrues during the subject interest accrual period on the respective components of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, with the relevant weighting to be done based upon the relative sizes of those components. For purposes of accruing interest during any interest accrual period from and including the initial interest accrual period through and including the October 2012 interest accrual period, on any particular component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, the applicable class XP strip rate will equal the excess, if any, of: (1) the lesser of (a) the reference rate specified on Annex E to this prospectus supplement for the related payment date and (b) the Weighted Average Pool Pass-Through Rate for the related payment date, over (2) the pass-through rate in effect during that interest accrual period for the class of series CD 2005-C1 principal balance certificates whose total principal balance, or a designated portion thereof, comprises the subject component (or, in the case of each of the A-2FL class and the A-MFL class, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest). Following the October 2012 interest accrual period, the class XP certificates will cease to accrue interest. In connection therewith, the class XP certificates will have a 0% pass-through rate for the November 2012 interest accrual period and for each interest accrual period thereafter. S-207 As described under "--General" above, the total notional amount of the class XC certificates consists of multiple components. The pass-through rate for the class XC certificates will, with respect to any interest accrual period, equal a weighted average of the respective strip rates, which we refer to as class XC strip rates, at which interest accrues during that interest accrual period on the respective components of the total notional amount of the class XC certificates outstanding immediately prior to the related payment date, with the relevant weighting to be done based upon the relative sizes of those components. For purposes of accruing interest during any interest accrual period, from and including the initial interest accrual period through and including the October 2012 interest accrual period, on any particular component of the total notional amount of the class XC certificates outstanding immediately prior to the related payment date, the applicable class XC strip rate will be calculated as follows: o if the subject component consists of the entire total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that total principal balance also constitutes, in its entirety, a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of (a) the Weighted Average Pool Pass-Through Rate for the related payment date, over (b) the greater of (i) the reference rate specified on Annex E to this prospectus supplement for the related payment date and (ii) the pass-through rate in effect during that interest accrual period for that class of series CD 2005-C1 principal balance certificates (or, in the case of each of A-2FL class and the A-MFL class, if applicable, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest); o if the subject component consists of a designated portion (but not all) of the total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that designated portion of that total principal balance also constitutes a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of (a) the Weighted Average Pool Pass-Through Rate for the related payment date, over (b) the greater of (i) the reference rate specified on Annex E to this prospectus supplement for the related payment date and (ii) the pass-through rate in effect during that interest accrual period for that class of series CD 2005-C1 principal balance certificates (or, in the case of each of the A-2FL class and the A-MFL class, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest); o if the subject component consists of the entire total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that total principal balance does not, in whole or in part, also constitute a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of (a) the Weighted Average Pool Pass-Through Rate for the related payment date, over (b) the pass-through rate in effect during that interest accrual period for that class of series CD 2005-C1 principal balance certificates (or, in the case of each of the A-2FL class and A-MFL class, if applicable, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest); and o if the subject component consists of a designated portion (but not all) of the total principal balance of any class of series CD 2005-C1 principal balance certificates (other than the class OCS certificates), and if that designated portion of that total principal balance does not also constitute a component of the total notional amount of the class XP certificates outstanding immediately prior to the related payment date, then the applicable class XC strip rate will equal the excess, if any, of S-208 (a) the Weighted Average Pool Pass-Through Rate for the related payment date, over (b) the pass-through rate in effect during that interest accrual period for that class of series CD 2005-C1 principal balance certificates (or, in the case of each of the A-2FL class and A-MFL class, if applicable, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest). Notwithstanding the foregoing, for purposes of accruing interest on the class XC certificates during each interest accrual period subsequent to the October 2012 interest accrual period, consistent with the discussion under "--General" above, the total principal balance of each class of series CD 2005-C1 principal balance certificates, exclusive of the class OCS certificates, will constitute a single separate component of the total notional amount of the class XC certificates, and the applicable class XC strip rate with respect to each of those components for each of those interest accrual periods will equal the excess, if any, of (a) the Weighted Average Pool Pass-Through Rate for the related payment date, over (b) the pass-through rate in effect during the subject interest accrual period for the class of series CD 2005-C1 principal balance certificates whose total principal balance makes up that component (or, in the case of each of the A-2FL class and A-MFL class, if applicable, the pass-through rate in effect during that interest accrual period for the corresponding REMIC II regular interest). The calculation of the Weighted Average Pool Pass-Through Rate will be unaffected by any change in the mortgage rate for any mortgage loan in the trust fund, including in connection with any bankruptcy or insolvency of the related borrower or any modification of that mortgage loan agreed to by the master servicer or the special servicer. The class Y and R certificates will not be interest-bearing and, therefore, will not have pass-through rates. Payments of Principal. Subject to available funds and the priority of payments described under "--Payments--Priority of Payments" below, the total amount of principal payable with respect to each class of the series CD 2005-C1 certificates (other than the class A-2FL, A-MFL, XC, XP, Y and R certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, on each payment date, will equal that class's or REMIC II regular interest's allocable share of the Total Principal Payment Amount for that payment date. Subject to available funds and the priority of payments described under "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" below, the portion of the Total Principal Payment Amount payable with respect to the class OCS certificates on each payment date will equal the Class OCS Principal Payment Amount for that payment date. The Total Principal Payment Amount, net of the Class OCS Principal Payment Amount, for any payment date is the Net Principal Payment Amount for that payment date. In general, the portion of the Net Principal Payment Amount for any payment date consisting of the Loan Group No. 1 Principal Payment Amount (i.e., the portion of the Net Principal Payment Amount attributable to loan group no. 1) for that payment date will be allocated to the class A-1, A-2FX, A-3, A-SB and A-4 certificates and the class A-2FL REMIC II regular interest on each payment date as follows: o first, to the class A-SB certificates, up to the lesser of-- 1. the entire Loan Group No. 1 Principal Payment Amount for that payment date, and 2. the excess, if any, of (a) the total principal balance of the class A-SB certificates outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-SB certificates on, that payment date, over (b) the Class A-SB Planned Principal Balance for that payment date; and S-209 o second, to the class A-1 certificates, up to the lesser of-- 1. the entire Loan Group No. 1 Principal Payment Amount for that payment date, reduced by any portion of that amount that is allocable to the class A-SB certificates as described in the preceding bullet, and 2. the total principal balance of the class A-1 certificates outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-1 certificates on, that payment date; and o third, to the class A-2FX certificates and the class A-2FL REMIC II regular interest, on a pro rata basis by balance, up to the lesser of-- 1. the entire Loan Group No. 1 Principal Payment Amount for that payment date, reduced by any portion of the Loan Group No. 1 Principal Payment Amount for that payment date that is allocable to the class A-SB and/or A-1 certificates as described in the preceding two bullets, and 2. the total principal balance of the class A-2FX certificates and the class A-2FL REMIC II regular interest outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-2FX certificates and the class A-2FL REMIC II regular interest on, that payment date; and o fourth, to the class A-3 certificates, up to the lesser of-- 1. the entire Loan Group No. 1 Principal Payment Amount for that payment date, reduced by any portion of the Loan Group No. 1 Principal Payment Amount for that payment date that is allocable to the class A-SB, A-1 and/or A-2FX certificates and/or the class A-2FL REMIC II regular interest as described in the preceding three bullets, and 2. the total principal balance of the class A-3 certificates outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-3 certificates on, that payment date; and o fifth, to the class A-SB certificates, up to the lesser of-- 1. the entire Loan Group No. 1 Principal Payment Amount for that payment date, reduced by any portion of the Loan Group No. 1 Principal Payment Amount for that payment date that is allocable to the class A-SB, A-1, A-2FX and/or A-3 certificates and/or the class A-2FL REMIC II regular interest as described in the preceding four bullets, and 2. the total principal balance of the class A-SB certificates outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-SB certificates on, that payment date (as reduced by any portion of the Loan Group No. 1 Principal Payment Amount for that payment date allocable to the class A-SB certificates as described in the fourth preceding bullet); and o sixth, to the class A-4 certificates, up to the lesser of-- 1. the entire Loan Group No. 1 Principal Payment Amount for that payment date, reduced by any portion of the Loan Group No. 1 Principal Payment Amount for that payment date S-210 that is allocable to the class A-1, A-2FX, A-3 and/or A-SB certificates and/or the class A-2FL REMIC II regular interest as described in the preceding five bullets, and 2. the total principal balance of the class A-4 certificates outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-4 certificates on, that payment date. In general, the portion of the Net Principal Payment Amount that will be allocated to the class A-1A certificates on each payment date will equal the lesser of-- o the entire Loan Group No. 2 Principal Payment Amount (i.e., the portion of the Net Principal Payment Amount attributable to loan group no. 2) for that payment date; and o the total principal balance of the class A-1A certificates immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-1A certificates on, that payment date. If the Loan Group No. 1 Principal Payment Amount for any payment date exceeds the total principal balance of the class A-1, A-2FX, A-3, A-SB and A-4 certificates and the class A-2FL REMIC II regular interest outstanding immediately prior to, plus the total amount of any Mortgage Deferred Interest allocated to those classes of series CD 2005-C1 certificates and the class A-2FL REMIC II regular interest on, that payment date, then (following retirement of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates) the remaining portion thereof would be allocated to the class A-1A certificates, up to the extent necessary to retire that class of series CD 2005-C1 certificates. Similarly, if the Loan Group No. 2 Principal Payment Amount for any payment date exceeds the total principal balance of the class A-1A certificates outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the class A-1A certificates on, that payment date, then (following retirement of the class A-1A certificates) the remaining portion thereof would be allocated (after taking account of the allocations of the Loan No. 1 Principal Payment Amount for that payment date described in the second preceding paragraph): first, to the class A-SB certificates, up to the extent necessary to pay down the then total principal balance of the class A-SB certificates, including any Mortgage Deferred Interest allocated to the class A-SB certificates on that payment date, to the Class A-SB Planned Principal Balance for that payment date; and, then, to the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates, in that order, up to the extent necessary to retire each of those classes of series CD 2005-C1 certificates (in the case of the class A-2FL certificates, through the class A-2FL REMIC II regular interest). Notwithstanding the foregoing, if any two or more of the A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A classes are outstanding as of the Senior Principal Payment Cross-Over Date, then the Net Principal Payment Amount for each payment date thereafter will be allocable between the A-1, A-2FX, A-3, A-SB, A-4 and/or A-1A classes and the class A-2FL REMIC II regular interest, whichever are outstanding at that time, on a pro rata basis in accordance with their respective total principal balances immediately prior to, plus the respective amounts of any Mortgage Deferred Interest allocated to those classes and/or that REMIC II regular interest on, that payment date, in each case up to that total principal balance and the amount of that Mortgage Deferred Interest. In addition, if the A-1, A-2FX, A-3, A-SB, A-4 and A-1A classes and the class A-2FL REMIC II regular interest, or any two or more of them, are outstanding on the final payment date for the series CD 2005-C1 certificates, then the Net Principal Payment Amount will be similarly allocated between them. WHILE THE CLASS A-1, A-2FL, A-2FX, A-3, A-SB, A-4 AND/OR A-1A CERTIFICATES ARE OUTSTANDING, NO PORTION OF THE NET PRINCIPAL PAYMENT AMOUNT FOR ANY PAYMENT DATE WILL BE ALLOCATED TO ANY OTHER CLASS OF SERIES CD 2005-C1 PRINCIPAL BALANCE CERTIFICATES. Following the retirement of the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A certificates, distributions of principal, up to the Net Principal Payment Amount for each payment date (net of any portion of that amount applied in retirement of the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and/or A-1A certificates (in S-211 the case of the class A-2FL certificates, through the class A-2FL REMIC II regular interest)), will be allocated between the class A-MFL REMIC II regular interest and the class A-MFX certificates, on a pro rata basis in accordance with the respective total principal balances thereof, to the extent necessary to reduce those respective total principal balances to zero. Any distributions of principal allocated to the class A-2FL REMIC II regular interest will be deposited in the applicable sub-account of the trustee's floating rate account and will thereafter be distributed to the holders of the class A-2FL certificates. Any distributions of principal allocated to the class A-MFL REMIC II regular interest will likewise be deposited in the applicable sub-account of the trustee's floating rate account and will thereafter be distributed to the holders of the class A-MFL certificates. Following the retirement of the class A-1, A-2FL, A-2FX, A-3, A-SB, A-4, A-1A, A-MFL and A-MFX certificates, the Net Principal Payment Amount for each payment date will be allocated to the respective classes of series CD 2005-C1 principal balance certificates identified in the table below and in the order of priority set forth in that table, in each case up to the lesser of: o the total principal balance of the subject class outstanding immediately prior to, plus any Mortgage Deferred Interest allocated to the subject class on, that payment date; and o the portion of that Net Principal Payment Amount that remains unallocated to the A-1, A-2FX, A-3, A-SB, A-4, A-1A and A-MFX classes, the class A-2FL REMIC II regular interest, the class A-MFL REMIC II regular interest and each other class, if any, listed above the subject class in the table below. ORDER OF ALLOCATION CLASS --------------------------- ----- 1st........................ A-J 2nd........................ B 3rd........................ C 4th........................ D 5th........................ E 6th........................ F 7th........................ G 8th........................ H 9th........................ J 10th....................... K 11th....................... L 12th....................... M 13th....................... N 14th....................... O 15th....................... P 16......................... Q IN NO EVENT WILL THE HOLDERS OF ANY CLASS OF SERIES CD 2005-C1 PRINCIPAL BALANCE CERTIFICATES LISTED IN THE FOREGOING TABLE BE ENTITLED TO RECEIVE ANY PAYMENTS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF ALL OTHER CLASSES OF SERIES CD 2005-C1 PRINCIPAL BALANCE CERTIFICATES, IF ANY, LISTED ABOVE IT IN THE FOREGOING TABLE IS REDUCED TO ZERO. If the master servicer, the special servicer, the trustee or the fiscal agent reimburses itself out of general collections on the mortgage pool for any advance (including the portion of any monthly debt service advance with respect to the One Court Square-Citibank Non-Pooled Portion) that it has determined is not recoverable out of collections on the related mortgage loan in the trust fund, then that advance (together with accrued interest S-212 thereon) will be deemed, to the fullest extent permitted, to be reimbursed first out of payments and other collections of principal on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest) prior to being deemed reimbursed out of payments and other collections of interest on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest), thereby reducing the payments of principal on the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest. As a result, the Total Principal Payment Amount for the corresponding payment date would be reduced, to not less than zero, by the amount of any such reimbursement. In addition, if payments and other collections of principal on the mortgage pool are applied to reimburse, or pay interest on, any advance that is determined to be nonrecoverable from collections on the related underlying mortgage loan, as described above, then that advance will be reimbursed, and/or interest thereon will be paid, first out of payments or other collections of principal on the loan group that includes the subject underlying mortgage loan as to which the advance was made, and prior to using payments or other collections of principal on the other loan group. Notwithstanding the foregoing, amounts otherwise distributable with respect to the class OCS certificates will not be available to reimburse advances or pay Additional Trust Fund Expenses with respect to any underlying mortgage loan other than the One Court Square-Citibank Mortgage Loan. If any advance is considered to be nonrecoverable from collections on the related underlying mortgage loan and is, therefore, reimbursed out of payments and other collections of principal with respect to the entire mortgage pool as described in the preceding paragraph, and if there is a subsequent recovery of that item, that subsequent recovery would generally be included as part of the amounts payable as principal with respect to the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, A-MFL and OCS certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest. In addition, if any advance is determined to be nonrecoverable from collections on the related underlying mortgage loan and, therefore, interest on that advance is paid out of general principal collections on the mortgage pool, and if interest on that advance is subsequently reimbursed to the trust out of Default Interest, late payment charges or any other amounts collected on the underlying mortgage loan as to which that advance was made, then the portion of such Default Interest, late payment charge or other amount that was applied to reimburse the trust for interest on that advance would also generally be included as amounts payable as principal with respect to the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, A-MFL and OCS certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest. For purposes of determining the respective portions of the Net Principal Payment Amount attributable to each loan group, those subsequent recoveries that are to be included as amounts payable as principal with respect to the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, A-MFL and OCS certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest will be deemed allocated to offset the corresponding prior reductions in amounts attributable to each loan group in reverse order to that set forth in the last sentence of the prior paragraph. Reimbursement Amounts. As discussed under "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below, the total principal balance of any class of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), of the class A-2FL REMIC II regular interest or of the class A-MFL REMIC II regular interest may be reduced without a corresponding payment of principal. If that occurs with respect to any class of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), with respect to the class A-2FL REMIC II regular interest or with respect to the class A-MFL REMIC II regular interest, then, subject to available funds and the priority of payments described under "--Payments--Priority of Payments" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" below, the holders of that class or that REMIC II regular interest, as the case may be, will be entitled to be reimbursed for the amount of that reduction, without interest. References to the "loss S-213 reimbursement amount" under "--Payments--Priority of Payments" and "--Payments--Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates" below mean, in the case of any class of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), in the case of the class A-2FL REMIC II regular interest and in the case of the class A-MFL REMIC II regular interest, for any payment date, the total amount to which the holders of that class or that REMIC II regular interest, as the case may be, are entitled as reimbursement for all previously unreimbursed reductions, if any, made in the total principal balance of that class or that REMIC II regular interest, as the case may be, on all prior payment dates as discussed under "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below. Priority of Payments. On each payment date, the trustee will apply the Standard Available P&I Funds (which are the Total Available P&I Funds, exclusive of the Class OCS Available P&I Funds) for that date to make the following payments in the following order of priority, in each case to the extent of the remaining Standard Available P&I Funds: ORDER OF RECIPIENT PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT -------- -------------------------- -------------------------------------------------------------------------------- 1st XC and XP* From the entire Standard Available P&I Funds, interest up to the total interest payable on those classes, pro rata based on entitlement, without regard to loan groups A-1, A-2FL(1), A-2FX, From the portion of the Standard Available P&I Funds attributable to the A-3, mortgage loans in loan group no. 1, interest up to the total interest A-SB and A-4* payable on those classes and that REMIC II regular interest, pro rata based on entitlement A-1A* From the portion of the Standard Available P&I Funds attributable to the mortgage loans in loan group no. 2, interest up to the total interest payable on that class Principal up to the Loan Group No. 1 Principal Payment Amount (and, if the 2nd A-1, A-2FL(1), A-2FX, class A-1A certificates are retired, any remaining portion of the Loan Group No. 2 A-3, Principal Payment Amount), first to the class A-SB certificates, until the total A-SB and A-4** principal balance of that class is reduced to the that class is reduced to the that class is reduced to the applicable Class A-SB Planned Principal Balance, and then to (a) the class A-1 certificates, (b) the class A-2FX certificates and the class A-2FL REMIC II regular interest (on a pro rata basis by balance), (c) the class A-3certificates, (d) the class A-SB certificates and (e) the class A-4certificates, in that order, in each case until retired A-1A** Principal up to the Loan Group No.2 Principal Payment Amount (and,if the class A-4 certificates are retired, any remaining portion of the Loan Group No. 1 Principal Payment Amount), to class A-1A until it is retired 3rd A-1, A-2FL(1), A-2FX, Reimbursement up to the loss reimbursement amounts for those classes, pro rata A-3, A-SB, on based on entitlement, without regard to loan groups A-4 and A-1A - ----------------- --------------------------- -------------------------------------------------------------------------------- S-214 ORDER OF RECIPIENT PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT -------- --------------------------- -------------------------------------------------------------------------------- 4th A-MFL(2) and A-MFX Interest up to the total interest payable on the class A-MFX certificates and the class A-MFL REMIC II regular interest pro rata based on entitlement - ----------------- --------------------------- -------------------------------------------------------------------------------- 5th A-MFL(2) and A-MFX Principal up to the total principal payable to the class A-MFX certificates and the class A-MFL REMIC II regular interest, pro rata based on total principal balance - ----------------- --------------------------- -------------------------------------------------------------------------------- 6th A-MFL(2) and A-MFX Reimbursement up to the loss reimbursement amount for the class A-MFX certificates and the class A-MFL REMIC II regular interest, pro rata based on entitlement - ----------------- --------------------------- -------------------------------------------------------------------------------- 7th A-J Interest up to the total interest payable on that class 8th A-J Principal up to the total principal payable on that class 9th A-J Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 10th B Interest up to the total interest payable on that class 11th B Principal up to the total principal payable on that class 12th B Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 13th C Interest up to the total interest payable on that class 14th C Principal up to the total principal payable on that class 15th C Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 16th D Interest up to the total interest payable on that class 17th D Principal up to the total principal payable on that class 18th D Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 19th E Interest up to the total interest payable on that class 20th E Principal up to the total principal payable on that class 21st E Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 22nd F Interest up to the total interest payable on that class 23rd F Principal up to the total principal payable on that class 24th F Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 25th G Interest up to the total interest payable on that class 26th G Principal up to the total principal payable on that class 27th G Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 28th H Interest up to the total interest payable on that class 29th H Principal up to the total principal payable on that class 30th H Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- S-215 ORDER OF RECIPIENT PAYMENT CLASS OR CLASSES TYPE AND AMOUNT OF PAYMENT -------- --------------------------- -------------------------------------------------------------------------------- 31st J Interest up to the total interest payable on that class 32nd J Principal up to the total principal payable on that class 33rd J Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 34th K Interest up to the total interest payable on that class 35th K Principal up to the total principal payable on that class 36th K Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 37th L Interest up to the total interest payable on that class 38th L Principal up to the total principal payable on that class 39th L Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 40th M Interest up to the total interest payable on that class 41st M Principal up to the total principal payable on that class 42nd M Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 43rd N Interest up to the total interest payable on that class 44th N Principal up to the total principal payable on that class 45th N Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 46th O Interest up to the total interest payable on that class 47th O Principal up to the total principal payable on that class 48th O Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 49th P Interest up to the total interest payable on that class 50th P Principal up to the total principal payable on that class 51st P Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 52nd Q Interest up to the total interest payable on that class 53rd Q Principal up to the total principal payable on that class 54th Q Reimbursement up to the loss reimbursement amount for that class - ----------------- --------------------------- -------------------------------------------------------------------------------- 55th R Any remaining Standard Available P&I Funds - ------------------------------------------------------------------------------------------------------------------------------ - ---------------------- * If the portion of the Standard Available P&I Funds allocable to pay interest on any one or more of the A-1, A-2FX, A-3, A-SB, A-4, A-1A, XC and XP classes and the class A-2FL REMIC II regular interest, as set forth in the table above, is insufficient for that purpose, then the Standard Available P&I Funds will be applied to pay interest on allthose classes and that REMIC II regular interest, pro rata based on entitlement. ** In general, no payments of principal will be made in respect of the class A-1, A-2FX, A-3 and/or A-4 certificates and/or the class A-2FL REMIC II regular interest on any given payment date until the total principal balance of the class A-SB certificates is paid down to the then applicable Class A-SB Planned Principal Balance. In addition, no payments of principal will be made in respect of the class A-2FX certificates and the class A-2FL REMIC II regular interest until the total principal balance of the class A-1 certificates is reduced to zero, no payments of principal will be made in respect of the class A-3 certificates until the total principal balance of the class A-1 and A-2FX certificates and the class A-2FL REMIC II regular interest is reduced to zero, no payments of principal will be made in respect of the class A-SB certificates (other than as described in the prior sentence) until the total principal balance of the class A-1, A-2FX and A-3 certificates and the class A-2FL REMIC II regular interest is reduced S-216 to zero, and no payments of principal will be made in respect of the class A-4 certificates until the total principal balance of the class A-1, A-2FX, A-3 and A-SB certificates and the class A-2FL REMIC II regular interest is reduced to zero. Furthermore, for purposes of receiving distributions of principal from the Loan Group No. 1 Principal Payment Amount, the holders of the class A-1, A-2FX, A-3, A-SB and A-4 certificates and the class A-2FL REMIC II regular interest will have a prior right, relative to the holders of the class A-1A certificates, to any available funds attributable to loan group no. 1; and, for purposes of receiving distributions of principal from the Loan Group No. 2 Principal Payment Amount, the holders of the class A-1A certificates will have a prior right, relative to the holders of the class A-1, A-2FX, A-3, A-SB and A-4 certificates and the class A-2FL REMIC II regular interest, to any available funds attributable to loan group no. 2. However, if any two or more of the A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A classes are outstanding as of the Senior Principal Distribution Cross-Over Date, or if all or any two or more of those classes are outstanding on the final payment date for the series CD 2005-C1 certificates, then payments of principal on the outstanding class A-1, A-2FX, A-3, A-SB, A-4 and A-1A certificates and the class A-2FL REMIC II regular interest will be made on a pro rata basis in accordance with the respective total principal balances of those classes then outstanding. (1) Refers to class A-2FL REMIC II regular interest. Interest, principal and loss reimbursement amounts in respect of the class A-2FL REMIC II regular interest will be paid to the applicable sub-account of the trustee's floating rate account for distribution to the holders of the class A-2FL certificates and/or the swap counterparty on the subject payment date. (2) Refers to class A-MFL REMIC II regular interest. Interest, principal and loss reimbursement amounts in respect of the class A-MFL REMIC II regular interest will be paid to the applicable sub-account of the trustee's floating rate account for distribution to the holders of the class A-MFL certificates and/or the swap counterparty on the subject payment date. Allocation of Payments on the One Court Square-Citibank Mortgage Loan; Payments on the Class OCS Certificates. On or prior to each payment date, amounts received during the related collection period with respect to the One Court Square-Citibank Mortgage Loan, together with any amounts advanced with respect to the One Court Square-Citibank Mortgage Loan, subject to adjustment for interest reserve amounts with respect to the One Court Square-Citibank Mortgage Loan, and exclusive of amounts payable and/or reimbursable to the master servicer, the special servicer, the trustee and/or the fiscal agent with respect to the One Court Square-Citibank Mortgage Loan under the series CD 2005-C1 pooling and servicing agreement (the foregoing constituting the "One Court Square-Citibank Available Funds"), will generally be applied as follows: o if no monetary event of default or other material non-monetary event of default that results in a transfer of the One Court Square-Citibank mortgage loan to special servicing has occurred and is continuing (or if a monetary event of default has occurred and is continuing, the Majority Class OCS Certificateholders have cured that monetary event of default or, in the case of a material non-monetary event of default have either cured that event of default or are diligently pursuing the cure thereof, in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement), the One Court Square-Citibank Available Funds will be applied, first, to scheduled interest (other than Default Interest), calculated in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement, with respect to the One Court Square-Citibank Pooled Portion, second, to scheduled interest (other than Default Interest), calculated in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement, with respect to the One Court Square-Citibank Non-Pooled Portion, and third, to scheduled, involuntary and voluntary payments (or advances in lieu thereof) of principal with respect to the One Court Square-Citibank Pooled Portion and the One Court Square-Citibank Non-Pooled Portion, allocable between them based upon their respective Allocated Principal Balances; and o if a monetary event of default or other material non-monetary event of default that results in a transfer of the One Court Square-Citibank mortgage loan to special servicing has occurred and is continuing (and that event of default has not been cured by the Majority Class OCS Certificateholders and, in the case of a material non-monetary event of default are not diligently pursuing the cure thereof, in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement), the One Court Square-Citibank Available Funds will be applied, first, to accrued and unpaid interest (other than Default Interest), calculated in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement, with respect to the One Court Square-Citibank Pooled Portion, second, to scheduled payments (or advances in lieu thereof) of principal with respect to the One Court Square-Citibank Pooled Portion (to the extent actually collected, after allocating collections on the One Court Square-Citibank Mortgage Loan to interest on the S-217 One Court Square-Citibank Mortgage Loan), third, to accrued and unpaid interest (other than Default Interest), calculated in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement, with respect to the One Court Square-Citibank Non-Pooled Portion, fourth, to principal of the One Court Square-Citibank Pooled Portion, until the Allocated Principal Balance thereof is reduced to zero; fifth, to principal of the One Court Square-Citibank Non-Pooled Portion, until the Allocated Principal Balance thereof is reduced to zero; and sixth, to such other items as may be specified in the series CD 2005-C1 pooling and servicing agreement. Amounts allocated to the One Court Square-Citibank Pooled Portion as described above will be part of the Standard Available P&I Funds and amounts allocated to the One Court Square-Citibank Non-Pooled Portion as described above will constitute the Class OCS Available P&I Funds. On each payment date, the trustee will apply the Class OCS Available P&I Funds for that date to make the following distributions in the following order of priority, in each case to the extent of the remaining portion of the Class OCS Available P&I Funds: o first, to make distributions of interest to the holders of the class OCS certificates up to the total interest distributable on that class on that payment date; o second, to make distributions of principal to the holders of the class OCS certificates up to an amount (not to exceed the total principal balance of the class OCS certificates outstanding immediately prior to, together with all Mortgage Deferred Interest allocated to the class OCS certificates for, such payment date) (such amount, the "Class OCS Principal Payment Amount") equal to all principal amounts allocable to the One Court Square-Citibank Non-Pooled Portions for that payment date; o third, to make distributions to the holders of the class OCS certificates, up to an amount equal to, and in reimbursement of, all previously unreimbursed reductions, if any, made in the total principal balance of that class on all prior payment dates as discussed under "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below; o fourth, to apply any remaining Class OCS Available P&I Funds as described in the series CD 2005-C1 pooling and servicing agreement. Payments of Prepayment Premiums and Yield Maintenance Charges. If any prepayment consideration is collected during any particular collection period with respect to any mortgage loan in the trust fund, regardless of whether that prepayment consideration is calculated as a percentage of the amount prepaid or in accordance with a yield maintenance formula, then on the payment date corresponding to that collection period, the trustee will pay a portion of that prepayment consideration to the holders of each class of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, A-MFL, K, L, M, N, O, P, Q and OCS certificates) and to the floating rate account with respect to the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, if any such class or REMIC II regular interest, as the case may be, is then entitled to payments of principal from the loan group (i.e., loan group no. 1 or loan group no. 2) that includes the prepaid mortgage loan, up to an amount equal to, in the case of any particular class of those series CD 2005-C1 principal balance certificates and/or that REMIC II regular interest, the product of-- o the full amount of that prepayment consideration, multiplied by o a fraction, which in no event may be greater than 1.0 or less than 0.0, the numerator of which is equal to the excess, if any, of the pass-through rate for that class of series CD 2005-C1 principal balance certificates or that REMIC II regular interest, as the case may be, for the corresponding S-218 interest accrual period, over the relevant discount rate, and the denominator of which is equal to the excess, if any, of the mortgage rate of the prepaid mortgage loan over the relevant discount rate, and further multiplied by o a fraction, the numerator of which is equal to the amount of principal payable to the holders of that class of series CD 2005-C1 certificates or that REMIC II regular interest, as the case may be, on that payment date with respect to the loan group that includes the prepaid mortgage loan, and the denominator of which is the portion of the Total Principal Payment Amount for that payment date attributable to the loan group that includes the prepaid mortgage loan. For the purpose of the foregoing, the relevant discount rate will be the discount rate specified in the mortgage loan documents for the subject underlying mortgage loan. On each payment date, immediately following the distributions described above in this "--Payments of Prepayment Premiums and Yield Maintenance Charges" subsection, the trustee will thereafter remit any remaining portion of the subject prepayment consideration distributable on that payment date to the holders of the class XC certificates. After the payment date on which the total principal balance of all classes of the offered certificates has been reduced to zero, the trustee will pay any prepayment consideration collected on the underlying mortgage loans, entirely to the holders of one or more non-offered classes of series CD 2005-C1 certificates. For so long as the swap agreement relating to the class A-2FL certificates remains in effect and there is no continuing payment default thereunder on the part of the swap counterparty, prepayment consideration allocated to the class A-2FL REMIC II regular interest will be payable to the swap counterparty. If the swap agreement relating to the class A-2FL certificates is no longer in effect or there is a continuing payment default thereunder on the part of the swap counterparty, prepayment consideration allocated to the class A-2FL REMIC II regular interest will be payable to the holders of the class A-2FL certificates. For so long as the swap agreement relating to the class A-MFL certificates remains in effect and there is no continuing payment default thereunder on the part of the swap counterparty, prepayment consideration allocated to the class A-MFL REMIC II regular interest will be payable to the swap counterparty. If the swap agreement relating to the class A-MFL certificates is no longer in effect or there is a continuing payment default thereunder on the part of the swap counterparty, prepayment consideration allocated to the class A-MFL REMIC II regular interest will be payable to the holders of the class A-MFL certificates. Neither we nor any of the underwriters makes any representation as to: o the enforceability of the provision of any promissory note evidencing one of the mortgage loans requiring the payment of a prepayment premium or yield maintenance charge; or o the collectability of any prepayment premium or yield maintenance charge. See "Description of the Mortgage Pool--Terms and Conditions of the Underlying Mortgage Loans--Voluntary Prepayment Provisions" in this prospectus supplement. Payments on the Class A-2FL and Class A-MFL Certificates. On each payment date, for so long as the total principal balance of the class A-2FL certificates has not been reduced to zero, the trustee is required to apply amounts on deposit in the applicable sub-account of the floating rate account (exclusive of any portion thereof that constitutes prepayment consideration, amounts deposited in error, amounts payable to the swap counterparty and/or interest and other investment earnings payable to the trustee), in the following order of priority: S-219 o first, to make distributions of interest to the holders of the class A-2FL certificates, up to an amount equal to the Class A-2FL Interest Distribution Amount for the subject payment date; o second, to make distributions of principal to the holders of the class A-2FL certificates, up to the Class A-2FL Principal Distribution Amount for the subject payment date, until the total principal balance of that class is reduced to zero; and o third, to reimburse the holders of the class A-2FL certificates for all previously unreimbursed reductions, if any, made in the total principal balance of that class on all prior payment dates as discussed under "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below. For so long as the swap agreement relating to the class A-2FL certificates is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the "Class A-2FL Interest Distribution Amount" with respect to any payment date will generally be equal to: (a) all interest accrued during the related interest accrual period at the applicable pass-through rate for the class A-2FL certificates on the total principal balance of such class, reduced (to not less than zero) by (b) the excess, if any, of (i) 1/12th of the product of (A) % and (B) the total principal balance of the class A-2FL certificates immediately prior to the subject payment date, over (ii) the lesser of (A) 1/12th of the product of (1) the Weighted Average Pool Pass-Through Rate for the subject payment date, multiplied by (2) the total principal balance of the class A-2FL REMIC II regular interest immediately prior to the subject payment date and (B) the amount of interest distributions with respect to the class A-2FL REMIC II regular interest pursuant to the priority of distributions on that payment date; and increased by (c) to the extent not otherwise payable to the swap counterparty, the amount, if any, by which (i) interest distributions with respect to the class A-2FL REMIC II regular interest pursuant to the priority of distributions on that payment date exceeds (ii) 1/12th of the product of (A) %, multiplied by (B) the notional amount of the swap agreement for that payment date. All or a portion of the amount described in clause (c) of the prior sentence with respect to any payment date may be payable to the swap counterparty if, with respect to any prior payment date, the amount of the reduction described in clause (b) of the prior sentence exceeded the maximum amount payable by the swap counterparty with respect to that prior payment date without regard to any such reduction. Notwithstanding the foregoing, if there is a continuing Swap Payment Default under the swap agreement relating to the class A-2FL certificates, or if that swap agreement is terminated and a replacement swap agreement is not obtained, then the "Class A-2FL Interest Distribution Amount" with respect to any payment date will be the amount of interest distributions with respect to the class A-2FL REMIC II regular interest on such payment date pursuant to the priority of distributions. With respect to any payment date, the "Class A-2FL Principal Distribution Amount" will be an amount equal to the amount of principal allocated to the class A-2FL REMIC II regular interest pursuant to the priority of distributions on such payment date. For so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, all prepayment consideration allocable to the class A-2FL REMIC II regular interest will be payable to the swap counterparty. However, if there is a continuing Swap Payment Default under the related swap agreement, or if that swap agreement is terminated and a replacement swap agreement is not obtained, then all prepayment consideration allocable to the class A-2FL REMIC II regular interest will be payable to the holders of the class A-2FL certificates. On each payment date, for so long as the total principal balance of the class A-MFL certificates has not been reduced to zero, the trustee is required to apply amounts on deposit in the applicable sub-account of the floating rate account (exclusive of any portion thereof that constitutes prepayment consideration, amounts deposited in error, amounts payable to the swap counterparty and/or interest and other investment earnings payable to the trustee), in the following order of priority: S-220 o first, to make distributions of interest to the holders of the class A-MFL certificates, up to an amount equal to the Class A-MFL Interest Distribution Amount for the subject payment date; o second, to make distributions of principal to the holders of the class A-MFL certificates, up to the Class A-MFL Principal Distribution Amount for the subject payment date, until the total principal balance of that class is reduced to zero; and o third, to reimburse the holders of the class A-MFL certificates for all previously unreimbursed reductions, if any, made in the total principal balance of that class on all prior payment dates as discussed under "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" below. For so long as the swap agreement relating to the class A-MFL certificates is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the "Class A-MFL Interest Distribution Amount" with respect to any payment date will generally be equal to: (a) all interest accrued during the related interest accrual period at the applicable pass-through rate for the class A-MFL certificates on the total principal balance of such class, reduced (to not less than zero) by (b) the excess, if any, of (i) 1/12th of the product of (A) % and (B) the total principal balance of the class A-MFL certificates immediately prior to the subject payment date, over (ii) the lesser of (A) 1/12th of the product of (1) the Weighted Average Pool Pass-Through Rate for the subject payment date, multiplied by (2) the total principal balance of the class A-MFL REMIC II regular interest immediately prior to the subject payment date and (B) the amount of interest distributions with respect to the class A-MFL REMIC II regular interest pursuant to the priority of distributions on that payment date; and increased by (c) to the extent not otherwise payable to the swap counterparty, the amount, if any, by which (i) interest distributions with respect to the class A-MFL REMIC II regular interest pursuant to the priority of distributions on that payment date exceeds (ii) 1/12th of the product of (A) %, multiplied by (B) the notional amount of the swap agreement for that payment date. All or a portion of the amount described in clause (c) of the prior sentence with respect to any payment date may be payable to the swap counterparty if, with respect to any prior payment date, the amount of the reduction described in clause (b) of the prior sentence exceeded the maximum amount payable by the swap counterparty with respect to that prior payment date without regard to any such reduction. Notwithstanding the foregoing, if there is a continuing Swap Payment Default under the swap agreement relating to the class A-MFL certificates, or if that swap agreement is terminated and a replacement swap agreement is not obtained, then the "Class A-MFL Interest Distribution Amount" with respect to any payment date will be the amount of interest distributions with respect to the class A-MFL REMIC II regular interest on such payment date pursuant to the priority of distributions. With respect to any payment date, the "Class A-MFL Principal Distribution Amount" will be an amount equal to the amount of principal allocated to the class A-MFL REMIC II regular interest pursuant to the priority of distributions on such payment date. For so long as the related swap agreement is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, all prepayment consideration allocable to the class A-MFL REMIC II regular interest will be payable to the swap counterparty. However, if there is a continuing Swap Payment Default under the related swap agreement, or if that swap agreement is terminated and a replacement swap agreement is not obtained, then all prepayment consideration allocable to the class A-MFL REMIC II regular interest will be payable to the holders of the class A-MFL certificates. See "--Payments--Priority of Payments" and "Description of the Swap Agreements" in this prospectus supplement. Payments of Post-ARD Additional Interest. The class Y certificates will entitle holders to all amounts, if any, collected on the ARD Loans in the trust fund and applied as Post-ARD Additional Interest. S-221 TREATMENT OF REO PROPERTIES Notwithstanding that any mortgaged real property may be acquired as part of or on behalf of the trust fund through foreclosure, deed in lieu of foreclosure or otherwise, the related underlying mortgage loan will be treated as having remained outstanding, until the REO Property is liquidated, for purposes of determining: o payments on the series CD 2005-C1 certificates, the class A-2FL REMIC II regular interest and/or the class A-MFL REMIC II regular interest; o allocations of Realized Losses and Additional Trust Fund Expenses to the series CD 2005-C1 certificates, the class A-2FL REMIC II regular interest and/or the class A-MFL REMIC II regular interest; and o the amount of all fees payable to the master servicer, the special servicer and the trustee under the series CD 2005-C1 pooling and servicing agreement. In connection with the foregoing, that mortgage loan will be taken into account when determining the Weighted Average Pool Pass-Through Rate and the Total Principal Payment Amount for each payment date. Operating revenues and other proceeds derived from an REO Property administered in accordance with the series CD 2005-C1 pooling and servicing agreement will be applied: o first, to pay, or to reimburse the master servicer, the special servicer and/or the trustee for the payment of, any costs and expenses incurred in connection with the operation and disposition of the REO Property and select other items; and o thereafter, as collections of principal, interest and other amounts due on the related underlying mortgage loan (or, if the REO Property relates thereto, on the subject Serviced Loan Combination). To the extent described under "--Advances of Delinquent Monthly Debt Service Payments" below, the master servicer, the trustee and the fiscal agent will be required to advance delinquent monthly debt service payments with respect to each mortgage loan in the trust fund as to which the corresponding mortgaged real property has become an REO Property, in all cases as if the mortgage loan had remained outstanding. REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES AND ADDITIONAL TRUST FUND EXPENSES As a result of Realized Losses and Additional Trust Fund Expenses, the total Stated Principal Balance of the mortgage pool may decline below the total principal balance of the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest. On each payment date, following the payments to be made to the series CD 2005-C1 certificateholders (exclusive of the class A-2FL, A-MFL and OCS certificates) and with respect to the class A-2FL REMIC II regular interest and class A-MFL REMIC II regular interest on that payment date, the trustee will allocate to the respective classes of the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, eA-MFL and OCS certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest, sequentially in the order described in the following table and, in each case, up to the total principal balance of the subject class(es) or REMIC II regular interest(s), the aggregate of all Realized Losses and Additional Trust Fund Expenses that were incurred at any time following the cut-off date through the end of the related collection period and were not previously allocated on any prior payment date, but only to the extent that the total Stated Principal S-222 Balance of the mortgage pool--reduced by the Allocated Principal Balance of the One Court Square-Citibank Non-Pooled Portion--that will be outstanding immediately following that payment date exceeds the total principal balance of the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, A-MFL and OCS certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest following all payments made to series CD 2005-C1 certificateholders (exclusive of the class A-2FL, A-MFL and OCS certificates) and with respect to the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest on that payment date. ORDER OF ALLOCATION CLASS ------------------------------------ ----------------------------- 1st................................. Q 2nd................................. P 3rd................................. O 4th................................. N 5th................................. M 6th................................. L 7th................................. K 8th................................. J 9th................................. H 10th................................ G 11th................................ F 12th................................ E 13th................................ D 14th................................ C 15th................................ B 16th................................ A-J 17th................................ A-MFL and A-MFX* 18th................................ A-1, A-2FL, A-2FX, A-3, A-SB, A-4 and A-1A* - ------------------------ * Pro rata based on the respective total principal balances thereof. The reference in the foregoing table to "A-2FL" means the class A-2FL REMIC II regular interest. However, any reduction in the total principal balance of the class A-2FL REMIC II regular interest, as described above, will result in a dollar-for-dollar reduction in the total principal balance of the class A-2FL certificates. The reference in the foregoing table to "A-MFL" means the class A-MFL REMIC II regular interest. However, any reduction in the total principal balance of the class A-MFL REMIC II regular interest, as described above, will result in a dollar-for-dollar reduction in the total principal balance of the class A-MFL certificates. In no event will the total principal balance of the class A-2FL REMIC II regular interest, the class A-MFL REMIC II regular interest or any class of series CD 2005-C1 principal balance certificates identified in the foregoing table be reduced until the total principal balance of all other series CD 2005-C1 principal balance certificates listed above it in the table has been reduced to zero. In no event will the total principal balance of the class A-2FL REMIC II regular interest or any of the A-1, A-2FX, A-3, A-SB, A-4 or A-1A classes be reduced until the total principal balance of the class A-MFX certificates and the class A-MFL REMIC II regular interest has been reduced to zero. Notwithstanding the foregoing, all Realized Losses and Additional Trust Fund Expenses, if any, in respect of or related to the One Court Square-Citibank Mortgage Loan will be allocated-- o first, to the class OCS certificates, up to the total principal balance of the subject class; and o then, to the respective classes of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL, A-MFL and OCS certificates), the class A-2FL REMIC II regular interest and S-223 the class A-MFL REMIC II regular interest as described above in this "--Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses" section. All Realized Losses and Additional Trust Fund Expenses, if any, allocated to a class of series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest will be made by reducing the total principal balance of such class by the amount so allocated. The Realized Loss with respect to a defaulted mortgage loan, or related REO Property, in the trust fund as to which a final recovery determination has been made, is an amount generally equal to the excess, if any, of: o the outstanding principal balance of the mortgage loan as of the commencement of the collection period in which the final recovery determination was made, together with-- 1. all accrued and unpaid interest on the mortgage loan to but not including the due date in the collection period in which the final recovery determination was made, exclusive, however, of any portion of that interest that represents Default Interest, Post-ARD Additional Interest, prepayment premiums and yield maintenance charges; and 2. all (or, if the subject underlying mortgage loan is part of a Loan Combination, the appropriate allocable share) of the related unreimbursed servicing advances, together with interest accrued thereon; over o all payments and proceeds, if any, received in respect of such mortgage loan or, to the extent allocable thereto, in respect of any related REO Property, as the case may be, during the collection period in which such final recovery determination was made, and without regard to any payments and proceeds allocable to any related Non-Trust Loan. A final recovery determination is a determination made by the special servicer that all amounts collectible with respect to a defaulted mortgage loan, or related REO Property, in the trust fund have been received. If any portion of the debt due under any underlying mortgage loan is forgiven, whether in connection with a modification, waiver or amendment granted or agreed to by the master servicer or the special servicer or in connection with the bankruptcy, insolvency or similar proceeding involving the related borrower, the amount forgiven, other than Default Interest and Post-ARD Additional Interest, also will be treated as a Realized Loss. Realized Losses may include advances (and interest accrued thereon) that are determined to be nonrecoverable from collections on the related underlying mortgage loan and are therefore recovered out of general collections on the Mortgage Pool, but only after a final recovery determination has been made with respect to that mortgage loan or a related REO Property. Some examples of Additional Trust Fund Expenses are: o any special servicing fees, workout fees and liquidation fees paid to the special servicer; o any interest paid to the master servicer, the special servicer, the trustee and/or the fiscal agent with respect to unreimbursed advances, which interest payment is not covered out of late payment charges and/or Default Interest actually collected on the related underlying mortgage loan as provided in the series CD 2005-C1 pooling and servicing agreement; S-224 o the cost of certain property inspections by the special servicer at the expense of the trust, which cost is not covered out of late payment charges and/or Default Interest actually collected on the related underlying mortgage loan as provided in the series CD 2005-C1 pooling and servicing agreement; o the cost of various opinions of counsel and other legal and tax accounting advice required or permitted to be obtained in connection with (a) the servicing of the underlying mortgage loans, (b) the administration of the other trust assets, (c) certain amendments to the series CD 2005-C1 pooling and servicing agreement and (d) the recording of the series CD 2005-C1 pooling and servicing agreement; o to the extent not otherwise covered by a servicing advance, the cost of any appraiser or other expert in real estate matters retained under the series CD 2005-C1 pooling and servicing agreement; o any unanticipated, non-mortgage loan specific expenses of the trust, including-- 1. any reimbursements and indemnifications to the trustee and various related persons and entities described under "Description of the Governing Documents--Matters Regarding the Trustee" in the accompanying prospectus, 2. any reimbursements and indemnifications to the master servicer, the special servicer, us and various related persons and entities described under "Description of the Governing Documents--Matters Regarding the Master Servicer, the Special Servicer, the Manager and Us" in the accompanying prospectus, 3. the cost of recording the series CD 2005-C1 pooling and servicing agreement; and 4. any federal, state and local taxes, and tax-related expenses, payable out of the trust assets, as described under "Federal Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other Taxes" in the accompanying prospectus; o rating agency fees, other than on-going surveillance fees, that cannot be recovered from the related borrower; and o any amounts expended on behalf of the trust to test for and/or remediate an adverse environmental condition at any mortgaged real property securing a defaulted mortgage loan as described under "Servicing of the Underlying Mortgage Loans--Realization Upon Defaulted Mortgage Loans" in this prospectus supplement. ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS The master servicer will be required to make, for each payment date, a total amount of advances of principal and/or interest generally equal to all monthly debt service payments--other than balloon payments--and assumed monthly debt service payments, in each case net of related master servicing fees and special servicing fees and, in the case of the Outside Serviced Mortgage Loan, net of servicing fees payable to the applicable Outsider Servicer that are equivalent to master servicing fees, that: o were due or deemed due, as the case may be, with respect to the underlying mortgage loans--including the One Court Square-Citibank Non-Pooled Portion--during the related collection period; and S-225 o were not paid by or on behalf of the respective borrowers or otherwise collected as of the close of business on the last day of the related collection period. Notwithstanding the foregoing, if it is determined that an Appraisal Reduction Amount exists with respect to any mortgage loan in the trust fund, then the master servicer will reduce the interest portion, but not the principal portion, of each monthly debt service advance that it must make with respect to that mortgage loan during the period that the Appraisal Reduction Amount exists. The interest portion of any monthly debt service advance required to be made with respect to any such underlying mortgage loan as to which there exists an Appraisal Reduction Amount, will equal: o the amount of the interest portion of that advance of monthly debt service payments that would otherwise be required to be made for the subject payment date without regard to this sentence and the prior sentence; reduced (to not less than zero) by o with respect to each class of series CD 2005-C1 principal balance certificates (or, if applicable, the class A-2FL REMIC II regular interest and/or the class A-MFL REMIC II regular interest) to which any portion of the subject Appraisal Reduction Amount is allocated, one month's interest (calculated on a 30/360 Basis) on the portion of the subject Appraisal Reduction Amount allocated to that class or REMIC II regular interest, as the case may be, at the applicable pass-through rate. Appraisal Reduction Amounts will be allocated to the respective classes of the series CD 2005-C1 principal balance certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest and the A-MFL REMIC II regular interest, in each case up to (but without any reduction in) the related outstanding total principal balance thereof, in the following order: (a) if the subject Appraisal Reduction Amount relates to any mortgage loan other than the One Court Square-Citibank Mortgage Loan, then first, to the Q, P, O, N, M, L, K, J, H, G, F, E, D, C, B and A-J classes, in that order; and then, to the class A-MFL REMIC II regular interest and the A-MFX class, on a pro rata basis by balance; and last, to the class A-2FL REMIC II regular interest and the A-1, A-2FX, A-3, A-SB, A-4 and A-1A classes, on a pro rata basis by balance; and (b) if the subject Appraisal Reduction Amount relates to the One Court Square-Citibank Mortgage Loan, then first, to the OCS, Q, P, O, N, M, L, K, J, H, G, F, E, D, C, B and A-J classes, in that order; and then, to the class A-MFL REMIC II regular interest and the A-MFX class, on a pro rata basis by balance; and last, to the class A-2FL REMIC II regular interest and the A-1, A-2FX, A-3, A-SB, A-4 and A-1A classes, on a pro rata basis by balance. With respect to any payment date, the master servicer will be required to make monthly debt service advances either out of its own funds or, subject to the conditions set forth in the series CD 2005-C1 pooling and servicing agreement, funds held in the master servicer's collection account that are not required to be paid on the series CD 2005-C1 certificates (exclusive of the class A-2FL and A-MFL certificates), the class A-2FL REMIC II regular interest with respect to the class A-MFL REMIC II regular interest. If the master servicer fails to make a required advance and the trustee is aware of that failure, the trustee will be obligated to make that advance. If the trustee fails to make a required advance and the fiscal agent is aware of that failure, the fiscal agent will be obligated to make that advance. See "--The Trustee" and "--The Fiscal Agent" below. The master servicer, the trustee and the fiscal agent will each be entitled to recover any monthly debt service advance made by it out of its own funds with respect to any underlying mortgage loan, together with interest thereon, from collections on that mortgage loan. None of the master servicer, the trustee or the fiscal agent will be obligated to make any monthly debt service advance with respect to any underlying mortgage loan that, in its judgment, or in the judgment of the special servicer, would not ultimately be recoverable (together with interest thereon) out of collections on that mortgage loan. The trustee and the fiscal agent will be entitled to conclusively rely on any determination of nonrecoverability made by the master servicer, and the master servicer, S-226 the trustee and the fiscal agent, in the case of a specially serviced mortgage loans and REO Properties, must conclusively rely on any determination of nonrecoverability made by the special servicer. If the master servicer, the trustee or the fiscal agent makes any monthly debt service advance with respect to any underlying mortgage loan (including the One Court Square-Citibank Non-Pooled Portion) that it subsequently determines will not be recoverable (together with interest thereon) out of collections on that mortgage loan, it may obtain reimbursement for that advance, together with interest accrued on the advance as described below, out of general collections on the mortgage loans and any REO Properties in the trust fund on deposit in the master servicer's collection account from time to time. See "Description of the Certificates--Advances" in the accompanying prospectus and "Servicing of the Underlying Mortgage Loans--Collection Account" in this prospectus supplement. If the master servicer, the trustee or the fiscal agent reimburses itself out of general collections on the mortgage pool for any monthly debt service advance (including the portion of any monthly debt service advance made with respect to the One Court Square-Citibank Non-Pooled Portion) that it has determined is not recoverable out of collections on the related mortgage loan, then that advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed first out of payments and other collections of principal on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 principal balance certificates on the related payment date (prior to being deemed reimbursed out of payments and other collections of interest on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 certificates, thereby reducing the payments of principal on the series CD 2005-C1 principal balance certificates. In addition, if payments and other collections of principal on the mortgage pool are applied to reimburse, or pay interest on, any advance that is determined to be nonrecoverable from collections on the related underlying mortgage loan, as described in the prior sentence, then that advance will be reimbursed, and/or interest thereon will be paid, first out of payments or other collections of principal on the loan group that includes the subject underlying mortgage loan as to which the advance was made, and prior to using payments or other collections of principal on the other loan group. Notwithstanding the foregoing, amounts otherwise payable with respect to the class OCS certificates will not be available to reimburse advances on any underlying mortgage loan other than the One Court Square-Citibank Mortgage Loan. In making a recoverability determination in accordance with the series CD 2005-C1 pooling and servicing agreement, the master servicer, the special servicer, the trustee and the fiscal agent may consider, among other things, the obligations of the borrower under the terms of the related mortgage loan as it may have been modified, the condition of the related mortgaged real property, future expenses, and the existence and amount of any outstanding advances on the subject underlying mortgage loan, together with (to the extent accrued and unpaid) interest on such advances, and the existence and amount of any nonrecoverable advances in respect of other underlying mortgage loans, the reimbursement of which is being deferred as contemplated in the next paragraph. Notwithstanding the foregoing, upon a determination that a previously made monthly debt service advance is not recoverable from expected collections on the related underlying mortgage loan or REO Property in the trust fund, instead of obtaining reimbursement out of general collections on the mortgage pool immediately, the master servicer, the trustee or the fiscal agent, as applicable, may, in its sole discretion, elect to obtain reimbursement for such nonrecoverable monthly debt service advance (together with accrued and unpaid interest thereon) over a period of time (not to exceed more than 6 to 12 months--depending on the extent to which reimbursements are made solely from collections of principal or from collections of principal and interest during the deferral period--without the consent of the series CD 2005-C1 controlling class representative) and the unreimbursed portion of such advance will accrue interest at the prime rate described below. At any time after such a determination to obtain reimbursement over time in accordance with the preceding sentence, the master servicer, the trustee or the fiscal agent, as applicable, may, in its sole discretion, decide to obtain reimbursement from general collections on the mortgage pool immediately. The fact that a decision to recover a nonrecoverable monthly debt service advance over time, or not to do so, benefits some classes of series CD 2005-C1 certificateholders to the detriment of other classes of series CD 2005-C1 certificateholders will not, with respect to the master servicer, constitute a violation of the Servicing Standard or, with respect to the trustee or the fiscal agent, constitute a violation of any fiduciary duty to the series CD 2005-C1 certificateholders and/or contractual S-227 duty under the series CD 2005-C1 pooling and servicing agreement. In the event that the master servicer, the trustee or the fiscal agent, as applicable, elects not to recover such nonrecoverable advances over time, the master servicer, the trustee or the fiscal agent, as applicable, will be required to give S&P and Moody's at least 15 days' notice prior to any such reimbursement, unless the master servicer, the trustee or the fiscal agent, as applicable, makes a determination not to give such notices in accordance with the terms of the series CD 2005-C1 pooling and servicing agreement. The master servicer, the trustee and the fiscal agent will each be entitled to receive interest on monthly debt service advances made by it out of its own funds with respect to the underlying mortgage loans. That interest will accrue on the amount of each such monthly debt service advance, and compound annually, for so long as that advance is outstanding -- or, if the advance was made during the grace period for the subject monthly debt service payment, for so long as that advance is outstanding from the end of that grace period -- at an annual rate equal to the prime rate as published in the "Money Rates" section of The Wall Street Journal, as that prime rate may change from time to time. Interest accrued with respect to any such monthly debt service advance will be payable: o first, out of any Default Interest and/or late payment charge collected on the related underlying mortgage loan during the collection period in which that monthly debt service advance is reimbursed; and o then, after or at the same time that advance is reimbursed, but only if and to the extent that the Default Interest and late payment charges referred to in clause first above are insufficient to cover the advance interest, out of any other amounts then on deposit in the master servicer's collection account. If any payment of interest on advances is paid out of general collections on the mortgage pool as contemplated by the second bullet of the prior sentence, then any late payment charges and Default Interest collected during the following 12 months on the underlying mortgage loan as to which those advances were made will be applied to reimburse the trust for that payment prior to being applied as additional compensation to the master servicer or the special servicer. With respect to the Loews Universal Hotel Portfolio Loan Combination, in the case of clause first above, only Default Interest and late payment charges allocated to the Loews Universal Hotel Portfolio Mortgage Loan (as provided in the related intercreditor agreement and after application of such amounts to interest on servicing advances under the Series 2005-CIBC12 pooling and servicing agreement) will be available to pay interest accrued on the related monthly debt service advance. To the extent not offset by Default Interest and/or late payment charges accrued and actually collected on the related underlying mortgage loan, interest accrued on outstanding monthly debt service advances with respect to the underlying mortgage loans will result in a reduction in amounts payable on one or more classes of the series CD 2005-C1 certificates. A monthly debt service payment will be assumed to be due with respect to: o each underlying mortgage loan that is delinquent with respect to its balloon payment beyond the end of the collection period in which its maturity date occurs and as to which no arrangements have been agreed to for the collection of the delinquent amounts, including an extension of maturity; and o each underlying mortgage loan as to which the corresponding mortgaged real property has become an REO Property. The assumed monthly debt service payment deemed due on any mortgage loan described in the prior sentence that is delinquent as to its balloon payment, will equal, for its maturity date and for each successive due date that it S-228 remains outstanding and part of the trust, the monthly debt service payment that would have been due on the mortgage loan on the relevant date if the related balloon payment had not come due and the mortgage loan had, instead, continued to amortize and accrue interest according to its terms in effect immediately prior to, and without regard to the occurrence of, the subject maturity date. The assumed monthly debt service payment deemed due on any mortgage loan described in the second preceding sentence as to which the related mortgaged real property has become an REO Property, will equal, for each due date that the REO Property remains part of the trust fund, the monthly debt service payment or, in the case of a mortgage loan delinquent with respect to its balloon payment, the assumed monthly debt service payment that would have been due or deemed due if the related mortgaged real property had not become an REO Property. Assumed monthly debt service payments for an ARD Loan will not include Post-ARD Additional Interest or accelerated amortization payments. None of the master servicer, the special servicer, the trustee or the fiscal agent will be required to make any P&I advance with respect to any of the Non-Trust Mortgage Loans. With respect to the Loews Universal Hotel Portfolio Mortgage Loan, the master servicer will be required (subject to the second succeeding sentence below) to make its determination that it has made a nonrecoverable monthly debt service advance on such mortgage loan or that any proposed monthly debt service advance, if made, would constitute a nonrecoverable monthly debt service advance with respect to such mortgage loan independently of any determination made by the servicer with respect to a commercial mortgage securitization holding one of the Loews Universal Hotel Portfolio Pari Passu Non-Trust Loans. If the master servicer determines, in accordance with the provisions of the series CD 2005-C1 pooling and servicing agreement, that a proposed monthly debt service advance with respect to the Loews Universal Hotel Portfolio Mortgage Loan, if made, or any outstanding monthly debt service advance with respect to such mortgage loan previously made, would be, or is, as applicable, a nonrecoverable advance, the master servicer will be required to provide the servicer of each securitization that holds a Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan written notice of such determination within one business day of the date of such determination. If the master servicer receives written notice from any such servicer that it has determined, with respect to a Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan, that any proposed advance of principal and/or interest would be, or any outstanding advance of principal and/or interest is, a nonrecoverable advance, then such determination will generally be binding on the series CD 2005-C1 certificateholders and neither the master servicer nor the trustee will be permitted to make any additional monthly debt service advances with respect to the related mortgage loan unless the master servicer has consulted with the other servicers of the related securitizations and they agree that circumstances with respect to the Loews Universal Hotel Portfolio Loan Combination have changed such that a proposed monthly debt service advance in respect of the related mortgage loan would be recoverable; provided, however, that such determination will not be so binding on the series CD 2005-C1 certificateholders, the master servicer, the trustee or the fiscal agent in the event that the servicer that made such determination is not approved as a master servicer by each of the rating agencies. Notwithstanding the foregoing, if the servicer of a Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan determines that any advance of principal and/or interest with respect to such Loews Universal Hotel Portfolio Pari Passu Non-Trust Loan would be recoverable, then the master servicer will continue to have the discretion to determine that any proposed monthly debt service advance or outstanding monthly debt service advance would be, or is, as applicable, a nonrecoverable monthly debt service advance. Once such a nonrecoverability determination is made by the master servicer or the trustee receives written notice of such nonrecoverability determination by any of the other servicers, none of the master servicer, the trustee or the fiscal agent will be permitted to make any additional monthly debt service advances with respect to the Loews Universal Hotel Portfolio Mortgage Loan except as set forth in this paragraph. REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION Certificateholder Reports. Based solely on historical information provided on a one-time basis by the respective mortgage loan sellers and information provided in monthly reports prepared by the master servicer and the special servicer, and in any event delivered to the trustee, the trustee will be required to provide or otherwise make available as described under "--Information Available Electronically" below, on each payment date, to S-229 each registered holder of an offered certificate and, upon request, to each beneficial owner of an offered certificate held in book-entry form that is identified to the reasonable satisfaction of the trustee, a payment date statement substantially in the form of Annex D to this prospectus supplement. On the second business day prior to each determination date, the special servicer will deliver or cause to be delivered to the master servicer the following reports with respect to the specially serviced mortgage loans and any REO Properties (other than Outside Serviced Mortgage Loan and any Outside Administered REO Property) in the trust fund, providing the required information as of the end of the preceding calendar month: (i) a CMSA property file; (ii) a CMSA comparative financial status report and (iii) a CMSA financial file. On the first business day following each determination date, the special servicer will deliver or cause to be delivered to the master servicer the following reports with respect to the mortgage loans and, if applicable, the related REO Properties (or, as to clause (iv) below, only with respect to specially serviced mortgage loans) (other than the Outside Serviced Mortgage Loan and any Outside Administered REO Property) providing the required information as of such determination date: (i) a CMSA historical liquidation report; (ii) a CMSA historical loan modification and corrected mortgage loan report; (iii) a CMSA REO status report; (iv) a CMSA loan level reserve/LOC report and (v) a CMSA delinquent loan status report. On the second business day prior to each payment date, the master servicer will be required to furnish to the trustee the CMSA loan periodic update file providing the required information for the mortgage loans as of the related determination date. On the third business day after each determination date, the master servicer will be required to deliver or cause to be delivered to the trustee (in electronic format acceptable to the master servicer and the trustee) the following reports with respect to the mortgage pool (which reports are to include any relevant information received from the Outside Servicers with respect to the Outside Serviced Mortgage Loan): (A) the most recent CMSA historical loan modification and corrected mortgage loan report, CMSA historical liquidation report and CMSA REO status report received from the special servicer; (B) a CMSA property file, a CMSA comparative financial status report and a CMSA financial file, each with the required information as of the end of the preceding calendar month (in each case combining the reports prepared by the special servicer and the master servicer); (C) a CMSA loan level reserve/LOC report, a CMSA delinquent loan status report and a CMSA advance recovery report, each with the required information as of such determination date (in each case combining the reports prepared by the special servicer and the master servicer); and (D) a CMSA servicer watch list with the required information as of such determination date. The master servicer will be entitled, absent manifest error, to conclusively rely on the reports to be provided by the special servicer and the Outside Servicers as described above. The trustee will be entitled, absent manifest error, to conclusively rely on the CMSA loan periodic update file to be provided by the master servicer. In the case of information or reports to be furnished by the master servicer to the trustee, to the extent that such information is based on reports to be provided by the special servicer or an Outside Servicer and to the extent that such reports are to be prepared and delivered by the special servicer or an Outside Servicer, the master servicer will have no obligation to provide such information or reports until it has received such information or reports from the special servicer or that Outside Servicer, as the case may be, and the master servicer will not be in default due to a delay in providing the reports to the extent caused by the special servicer's or an Outside Servicer's failure to timely provide any report. In addition, the special servicer with respect to each specially serviced mortgage loan and REO Property, and the master servicer with respect to each non-specially serviced mortgage loan, will each prepare or, if previously prepared, update an operating statement analysis report for the related mortgaged real property or REO Property, as the case may be. Subject to the conditions set forth in the last paragraph under "--Other Information" below, the master servicer and the special servicer will make available to the trustee, the series CD 2005-C1 controlling class representative, any certificateholder, certificate owner or prospective certificateholder or certificate owner (or licensed or registered investment adviser representing such person), in each case upon S-230 request, all of the operating statement analysis reports so prepared or updated; provided, that if the requesting party is a certificateholder, certificate owner or prospective certificateholder or certificate owner (or licensed or registered investment adviser representing such person), the master servicer or the special servicer, as the case may be, will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing any copies. See "Servicing of the Underlying Mortgage Loans--Inspections; Collection of Operating Information" in this prospectus supplement. Each CMSA file or report will be substantially in the form of, and contain the information called for in, the downloadable form of that file or report available as of the date of the initial issuance of the series CD 2005-C1 certificates on the CMSA website, currently located at www.cmbs.org, or in such other form for the presentation of that information and containing such additional information as may from time to time be approved by the CMSA for commercial mortgage-backed securities transactions generally. Book-Entry Certificates. If you hold your offered certificates in book-entry form through DTC, you may obtain direct access to the monthly reports of the trustee as if you were a registered certificateholder, provided that you deliver a written certification to the trustee confirming your beneficial ownership in the offered certificates. Otherwise, until definitive certificates are issued with respect to your offered certificates, the information contained in those monthly reports will be available to you only to the extent that it is made available through DTC and the DTC participants or is available on the trustee's internet website. Conveyance of notices and other communications by DTC to the DTC participants, and by the DTC participants to beneficial owners of the offered certificates, will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. We, the master servicer, the special servicer, the trustee and the series CD 2005-C1 certificate registrar are required to recognize as certificateholders only those persons in whose names the series CD 2005-C1 certificates are registered on the books and records of the certificate registrar. Information Available Electronically. On each payment date, the trustee will make available to Privileged Persons via its internet website, which is currently located at "www.etrustee.net", (i) the monthly payment date statement, (ii) the CMSA loan periodic update file, CMSA loan setup file, CMSA bond file and CMSA collateral summary file, (iii) the Unrestricted Servicer Reports, (iv) as a convenience for Privileged Persons (and not in furtherance of the distribution thereof under the securities laws), this prospectus supplement, the prospectus and the series CD 2005-C1 pooling and servicing agreement, and (v) any other items at the request of the Depositor. In addition, on or prior to each payment date, the trustee will make available via its internet website, on a restricted basis, (i) the Restricted Servicer Reports, (ii) the CMSA property file and (iii) any other items at the request of the Depositor. The trustee will provide access to such restricted reports, upon request, to each Privileged Person. The trustee will not be obligated to make any representation or warranty as to the accuracy or completeness of any report, document or other information made available on its internet website and will assume no responsibility therefor. In addition, the trustee may disclaim responsibility for any information distributed by the trustee for which it is not the original source. In connection with providing access to its internet website, the trustee may require registration and the acceptance of a disclaimer. The trustee will not be liable for the dissemination of information in accordance with, and in compliance with the terms of, the series CD 2005-C1 pooling and servicing agreement. The master servicer and the special servicer may each, but neither is required to, make available on or prior to the payment date in each month to any interested party via its internet website (i) the monthly payment date statement, (ii) as a convenience for interested parties (and not in furtherance of the distribution thereof under the securities laws), the series CD 2005-C1 pooling and servicing agreement, the accompanying prospectus and this prospectus supplement and (iii) any other items at our request. In addition, the master servicer and the special servicer may each, but neither is required to, make available each month via its internet website (i) to any interested party, the Unrestricted Servicer Reports, the CMSA loan setup file and the CMSA loan periodic update S-231 file, and (ii) to any Privileged Person, with the use of a password provided by the master servicer, the Restricted Servicer Reports, the CMSA financial file and the CMSA property file. Any Restricted Servicer Report or Unrestricted Servicer Report that is not available on the master servicer's internet website as described in the immediately preceding sentence by 5:00 p.m. (New York City time) on the related payment date, will be provided (in electronic format, or if electronic mail is unavailable, by facsimile) by the master servicer, upon request, to any person otherwise entitled to access such report on the master servicer's internet website. In connection with providing access to the master servicer's or the special servicer's internet website, the master servicer or the special servicer, as applicable, may require registration and the acceptance of a disclaimer. Other Information. The series CD 2005-C1 pooling and servicing agreement will obligate the master servicer (with respect to the items listed in clauses 1, 2 (other than monthly payment date statements), 3, 5, 6, 8, 9 and 10), the special servicer (with respect to the items in clauses 3, 7, 8 (with respect to specially serviced mortgage loans), 9 and 10) and the trustee (with respect to the items in clauses 2, 3, 4 and 9 below and to the extent any other items are in its possession) to make available at their respective offices, upon ten days' prior written request and during normal business hours, for review by any holder or beneficial owner of an offered certificate or any person identified to the master servicer, the special servicer or the trustee, as the case may be, as a prospective transferee of an offered certificate or any interest in an offered certificate (or a licensed or registered investment adviser representing a prospective purchaser), originals or copies of, among other things, the following items: 1. the series CD 2005-C1 pooling and servicing agreement, includi ng exhibits, and any amendments to the series CD 2005-C1 pooling and servicing agreement; 2. this prospectus supplement and the accompanying prospectus, all monthly payment date statements delivered, or otherwise electronically made available, to series CD 2005-C1 certificateholders since the date of initial issuance of the offered certificates, and all reports, statements and analyses delivered, as described under the heading "--Certificateholder Reports" above, by the master servicer since the date of initial issuance of the offered certificates; 3. all officer's certificates delivered to the trustee by the master servicer and/or the special servicer (in the case of the master servicer and the special servicer, only with respect to officer's certificates delivered by that party) since the date of initial issuance of the certificates, as described under "Servicing of the Underlying Mortgage Loans--Evidence as to Compliance" in this prospectus supplement; 4. all accountant's reports delivered to the trustee with respect to the master servicer and/or the special servicer since the date of initial issuance of the offered certificates, as described under "Servicing of the Underlying Mortgage Loans--Evidence as to Compliance" in this prospectus supplement; 5. the most recent inspection report with respect to each mortgaged real property for an underlying mortgage loan prepared by the master servicer or received by the master servicer from the special servicer and any environmental assessments prepared, in each case as described under "Servicing of the Underlying Mortgage Loans--Inspections; Collection of Operating Information" in this prospectus supplement; 6. the most recent annual operating statement and rent roll for each mortgaged real property for an underlying mortgage loan collected or otherwise received by the master servicer as described under "Servicing of the Underlying Mortgage Loans--Inspections; Collection of Operating Information" in this prospectus supplement; S-232 7. any and all modifications, waivers and amendments of the terms of an underlying mortgage loan entered into by the special servicer and the asset status report prepared pursuant the series CD 2005-C1 pooling and servicing agreement; 8. all of the servicing files with respect to the underlying mortgage loans (exclusive of any items therein that may not be disclosed by reason of contract or applicable law); 9. any and all officers' certificates and other evidence delivered by the master servicer or the special servicer, as the case may be (and only with respect to officer's certificates delivered by that party), to support its determination that any advance was, or if made, would be, a Nonrecoverable Advance, including appraisals affixed thereto and any required appraisal; and 10. all CMSA operating statement analyses and CMSA NOI adjustment worksheets maintained by the master servicer or the special servicer (and only with respect to those items maintained by that party). Copies of any and all of the foregoing items will be available from the master servicer, the special servicer or the trustee, as the case may be, upon request. However, the master servicer, the special servicer or the trustee, as the case may be, will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses of providing the copies, unless the party requesting such copies is any of the rating agencies. In connection with providing access to or copies of the items described above, the trustee, the master servicer or the special servicer, as applicable, may require: o in the case of a holder of an offered certificate or a beneficial owner of an offered certificate held in book-entry form, a written confirmation executed by the requesting person or entity, in the form attached to the series CD 2005-C1 pooling and servicing agreement or otherwise reasonably acceptable to the trustee, the master servicer or the special servicer, as applicable, generally to the effect that the person or entity is a holder or beneficial owner of offered certificates and will keep the information confidential; and o in the case of a prospective purchaser of an offered certificate or any interest in that offered certificate (or a licensed or registered investment adviser representing a prospective purchaser), confirmation executed by the requesting person or entity, in the form attached to the series CD 2005-C1 pooling and servicing agreement or otherwise reasonably acceptable to the trustee, the master servicer or the special servicer, as applicable, generally to the effect that the person or entity is a prospective purchaser of offered certificates or an interest in offered certificates (or a licensed or registered investment adviser representing a prospective purchaser), is requesting the information for use in evaluating a possible investment in the offered certificates and will otherwise keep the information confidential. In addition, any holder of an offered certificate will be deemed, by virtue of its acceptance of that certificate, to keep confidential any information received by it from the trustee, the master servicer or the special servicer as described above. VOTING RIGHTS The voting rights for the series CD 2005-C1 certificates will be allocated as follows: o 96.0% of the voting rights will be allocated to the 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, J, K, L, M, N, O, P, Q and OCS certificates in proportion to the respective total principal balances of those classes; S-233 o 4.0% of the voting rights will be allocated to the class XC and XP certificates in proportion to the respective total notional amounts of those classes; and o 0.0% of the voting rights will be allocated to the class R and Y certificates; provided that, solely for the purpose of determining the voting rights of the classes of certificates specified in the first bullet, the aggregate Appraisal Reduction Amount (determined as set forth herein) will be treated as Realized Losses with respect to the calculation of the total principal balances of such certificates; and provided, further, that the aggregate Appraisal Reduction Amount will not reduce the total principal balance of any class for purposes of determining the series CD 2005-C1 controlling class, the series CD 2005-C1 controlling class representative or the Majority Controlling Class Certificateholder. Voting rights allocated to a class of series CD 2005-C1 certificateholders will be allocated among those certificateholders in proportion to their respective percentage interests in that class. TERMINATION The obligations created by the series CD 2005-C1 pooling and servicing agreement will terminate following the earliest of: 1. the final payment or advance on, or other liquidation of, the last mortgage loan (including the One Court Square-Citibank Non-Pooled Portion) or related REO Property remaining in the trust fund; and 2. the purchase of all of the mortgage loans (including the One Court Square-Citibank Non-Pooled Portion) and REO Properties remaining in the trust fund by the special servicer, the Majority Controlling Class Certificateholder or the master servicer, in that order of preference. Written notice of termination of the series CD 2005-C1 pooling and servicing agreement will be given to each series CD 2005-C1 certificateholder. The final payment with respect to each series CD 2005-C1 certificate will be made only upon surrender and cancellation of that certificate at the office of the series CD 2005-C1 certificate registrar or at any other location specified in the notice of termination. Any purchase by the special servicer, the Majority Controlling Class Certificateholder or the master servicer of all the mortgage loans and REO Properties remaining in the trust fund is required to be made at a price equal to: o the sum of-- 1. the total Stated Principal Balance of all the mortgage loans then included in the trust fund, other than any mortgage loans as to which the mortgaged real properties have become REO Properties, together with-- (a) all unpaid and unadvanced interest, other than Default Interest and Post-ARD Additional Interest, on those mortgage loans up to, but not including their respective due dates in the related collection period, and (b) all unreimbursed advances for those mortgage loans, together with any interest on those advances owing to the parties that made them, and 2. the appraised value of all REO Properties then included in the trust fund, as determined by an appraiser selected by the master servicer and approved by the trustee; minus S-234 o if the purchaser is the master servicer or the special servicer, the aggregate amount of unreimbursed advances made by that servicer, together with any interest accrued and payable to that servicer in respect of unreimbursed advances in accordance with the series CD 2005-C1 pooling and servicing agreement and any unpaid master servicing fees or special servicing fees, as applicable, remaining outstanding (which items shall be deemed to have been paid or reimbursed to the master servicer or the special servicer, as the case may be, in connection with such purchase). That purchase will result in early retirement of the then outstanding series CD 2005-C1 certificates. However, the right of the special servicer, the Majority Controlling Class Certificateholder or the master servicer to make the purchase is subject to the requirement that the total Stated Principal Balance of the mortgage pool, including the One Court Square-Citibank Non-Pooled Portion, be less than 1.0% of the initial total principal balance of all the series CD 2005-C1 certificates. The termination price, exclusive of any portion of the termination price payable or reimbursable to any person other than the series CD 2005-C1 certificateholders, will constitute part of the Total Available P&I Funds for the final payment date. THE TRUSTEE LaSalle Bank National Association, a national banking association, will act as trustee on behalf of all the series CD 2005-C1 certificateholders. The corporate trust offices of the trustee is located at 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and Trust Services Group--CD 2005-C1 Commercial Mortgage Trust. The trustee is at all times required to be a corporation, bank, trust company or association organized and doing business under the laws of the U.S. or any State of the U.S. or the District of Columbia. In addition, the trustee must at all times: o be authorized under those laws to exercise trust powers; o have a combined capital and surplus of at least $100,000,000; and o be subject to supervision or examination by federal or state banking authority. If the subject corporation, bank, trust company or association publishes reports of condition at least annually, in accordance with law or the requirements of the supervising or examining authority, then the combined capital and surplus of that corporation, bank, trust company or association will be deemed to be its combined capital and surplus as described in its most recent published report of condition. We, the master servicer, the special servicer and our and their respective affiliates, may from time to time enter into normal banking and trustee relationships with the trustee and its affiliates. The trustee and any of its respective affiliates may hold series CD 2005-C1 certificates in its own name. In addition, for purposes of meeting the legal requirements of some local jurisdictions, the master servicer and the trustee acting jointly will have the power to appoint a co-trustee or separate trustee of all or any part of the trust assets. All rights, powers, duties and obligations conferred or imposed upon the trustee will be conferred or imposed upon the trustee and the separate trustee or co-trustee jointly, or in any jurisdiction in which the trustee shall be incompetent or unqualified to perform various acts, singly upon the separate trustee or co-trustee who shall exercise and perform its rights, powers, duties and obligations solely at the direction of the trustee. There will not be any monthly trustee fee payable to the trustee. It will, however, be permitted to retain investment income earned on amounts on deposit in the payment account. S-235 See also "Description of the Governing Documents--The Trustee", "--Duties of the Trustee", "--Matters Regarding the Trustee" and "--Resignation and Removal of the Trustee" in the accompanying prospectus. THE FISCAL AGENT ABN AMRO Bank N.V., a banking corporation organized under the laws of The Netherlands, will act as fiscal agent pursuant to the series CD 2005-C1 pooling and servicing agreement. The fiscal agent's office is located at 135 S. LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attention: Global Securities and Trust Services Group--CD 2005-C1 Commercial Mortgage Trust. The fiscal agent will be deemed to have been removed in the event of the resignation or removal of the trustee. The fiscal agent will make no representation as to the validity or sufficiency of the series CD 2005-C1 pooling and servicing agreement, the series CD 2005-C1 certificates, the underlying mortgage loans, this prospectus supplement (except for the information in the immediately preceding paragraph) or related documents. The duties and obligations of the fiscal agent consist only of making advances as described in this prospectus supplement; and the fiscal agent will not be liable except for the performance of those duties and obligations. In the event that the master servicer and the trustee fail to make a required advance, the fiscal agent will be required to make that advance, provided that the fiscal agent will not be obligated to make any advance that it deems to be a Nonrecoverable Advance. The fiscal agent will be entitled to rely conclusively on any determination by the master servicer or the trustee, as applicable, that an advance, if made, would be a Nonrecoverable Advance. The fiscal agent will be entitled to reimbursement for each advance made by it in the same manner and to the same extent as the trustee and the master servicer. YIELD AND MATURITY CONSIDERATIONS YIELD CONSIDERATIONS General. The yield on any offered certificate will depend on: o the price at which the certificate is purchased by an investor, and o the rate, timing and amount of payments on the certificate. The rate, timing and amount of payments on any offered certificate will in turn depend on, among other things, o the pass-through rate for the certificate, o the rate and timing of principal payments, including principal prepayments, and other principal collections on the underlying mortgage loans and the extent to which those amounts are to be applied in reduction of the principal balance of the certificate, o the rate, timing and severity of Realized Losses and Additional Trust Fund Expenses and the extent to which those losses and expenses result in the reduction of the principal balance of the certificate, o the timing and severity of any Net Aggregate Prepayment Interest Shortfalls and the extent to which those shortfalls result in the reduction of the interest payments on the certificate, S-236 o in the case of the class A-2FL certificates only, whether the pass-through rate on the class A-2FL REMIC II regular interest is limited by the Weighted Average Pool Pass-Through Rate o in the case of the class A-MFL certificates only, whether the pass-through rate on the class A-MFL REMIC II regular interest is limited by the Weighted Average Pool Pass-Through Rate. Pass-Through Rates. If the pass-through rate applicable to any class of offered certificates is equal to, based upon or limited by the Weighted Average Pool Pass-Through Rate from time to time, then the yield on those offered certificates could be sensitive to changes in the relative composition of the mortgage pool as a result of scheduled amortization, voluntary prepayments and liquidations of the underlying mortgage loans following default. The respective pass-through rates on the class A-2FL REMIC II regular interest and the class A-MFL REMIC II regular interest will be sensitive to changes in the relative composition of the mortgage pool. For so long as the swap agreement relating to the class A-2FL certificates is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the pass-through rate on the class A-2FL certificates will be based on LIBOR. Likewise, for so long as the swap agreement relating to the class A-MFL certificates is in effect and there is no continuing payment default thereunder on the part of the swap counterparty, the pass-through rate on the class A-MFL certificates will be based on LIBOR. Accordingly, the yield to investors in the class A-2FL and A-MFL certificates will be highly sensitive to changes in the level of LIBOR. If you purchase a class A-2FL or A-MFL certificate, you should consider the risk that lower than anticipated levels of LIBOR could result in actual yields that are lower than you anticipate. In addition, because interest payments on the class A-2FL and A-MFL certificates may be reduced or the pass-through rate may convert to a fixed rate, subject to a maximum pass-through rate equal to the Weighted Average Pool Pass-Through Rate, in connection with certain events discussed in this prospectus supplement, the yield to investors in the class A-2FL and A-MFL certificates under such circumstances may not be as high as that offered by other LIBOR-based investments that are not subject to such interest rate restrictions. See "Description of the Offered Certificates--Payments--Calculation of Pass-Through Rates" and "Description of the Mortgage Pool" in this prospectus supplement and "--Rate and Timing of Principal Payments" below. Rate and Timing of Principal Payments. The yield to maturity on the class XP certificates will be very sensitive to, and any other offered certificates purchased at a discount or a premium will be affected by, the rate and timing of principal payments applied or otherwise resulting in reduction of the principal balances and/or notional amounts of those certificates. In turn, the rate and timing of principal payments that are applied or otherwise result in reduction of the principal balance or notional amount of any offered certificate will be directly related to the rate and timing of principal payments on or with respect to the underlying mortgage loans. Finally, the rate and timing of principal payments on or with respect to the underlying mortgage loans will be affected by their amortization schedules, the dates on which balloon payments are due and the rate and timing of principal prepayments and other unscheduled collections on them, including for this purpose, collections made in connection with liquidations of mortgage loans due to defaults, casualties or condemnations affecting the mortgaged real properties, or purchases or other removals of mortgage loans from the trust fund. Prepayments and other early liquidations of the underlying mortgage loans, including as a result of the purchase of any mortgage loan out of the trust as described under "Description of the Mortgage Pool--Assignment of the Mortgage Loans; Repurchases and Substitutions", "Description of the Mortgage Pool--Representations and Warranties; Repurchases and Substitutions" and "Description of the Offered Certificates--Termination" in this prospectus supplement, will result in payments on the offered certificates of amounts that would otherwise be paid over the remaining terms of the underlying mortgage loans. This will tend to shorten the weighted average lives of the offered certificates with principal balances and accelerate the reduction of the total notional amount of the class XP certificates. Defaults on the underlying mortgage loans, particularly at or near S-237 their maturity dates, may result in significant delays in payments of principal on those mortgage loans and, accordingly, on the offered certificates, while work-outs are negotiated or foreclosures are completed. These delays will tend to lengthen the weighted average lives of the offered certificates with principal balances. See "Servicing of the Underlying Mortgage Loans--Modifications, Waivers, Amendments and Consents" in this prospectus supplement. In addition, the ability of a borrower under an ARD Loan, to repay that loan on the related anticipated repayment date will generally depend on its ability to either refinance the mortgage loan or sell the corresponding mortgaged real property. Also, a borrower under an ARD Loan may have little incentive to repay its mortgage loan on the related anticipated repayment date if then prevailing interest rates are relatively high. Accordingly, there can be no assurance that any ARD Loan in the trust fund will be paid in full on its anticipated repayment date. The extent to which the yield to maturity on any offered certificate may vary from the anticipated yield will depend upon the degree to which the certificate is purchased at a discount or premium and when, and to what degree, payments of principal on the underlying mortgage loans are in turn applied or otherwise result in a reduction of the principal balance or notional amount of the certificate. If you purchase your offered certificates at a discount, you should consider the risk that a slower than anticipated rate of principal payments on the underlying mortgage loans or a particular group of underlying mortgage loans could result in an actual yield to you that is lower than your anticipated yield. Conversely, if you purchase class XP certificates or if you otherwise purchase your offered certificates at a premium, you should consider the risk that a faster than anticipated rate of principal payments on the underlying mortgage loans or a particular group of underlying mortgage loans could result in an actual yield to you that is lower than your anticipated yield. In the event that prepayments and other early liquidations occur with respect to underlying mortgage loans that have relatively high net mortgage rates, the Weighted Average Pool Pass-Through Rate would decline, which could, in turn, adversely affect the yield on any offered certificate with a variable or capped pass-through rate. Because the rate of principal payments on or with respect to the underlying mortgage loans will depend on future events and a variety of factors, no assurance can be given as to that rate or the rate of principal prepayments in particular. Even if they are collected and payable on your offered certificates, prepayment premiums and yield maintenance charges may not be sufficient to offset fully any loss in yield on your offered certificates attributable to the related prepayments of the underlying mortgage loans. Delinquencies and Defaults on the Mortgage Loans. The rate and timing of delinquencies and defaults on the underlying mortgage loans will affect: o the amount of payments on your offered certificates; o the yield to maturity of your offered certificates; o the rate of principal payments on (or, in the case of class XP certificates, the rate of reduction of the total notional amount of) your offered certificates; and o the weighted average life of your offered certificates. Delinquencies on the underlying mortgage loans, unless covered by monthly debt service advances, may result in shortfalls in payments of interest and/or principal on your offered certificates for the current month. S-238 If-- o you calculate the anticipated yield to maturity for your offered certificates based on an assumed rate of default and amount of losses on the underlying mortgage loans that is lower than the default rate and amount of losses actually experienced, and o the additional losses result in a reduction of the total payments on or the total principal balance or notional amount of your offered certificates, then your actual yield to maturity will be lower than you calculated and could, under some scenarios, be negative. The timing of any loss on a liquidated mortgage loan that results in a reduction of the total payments on or the total principal balance or notional amount of your offered certificates will also affect your actual yield to maturity, even if the rate of defaults and severity of losses are consistent with your expectations. In general, the earlier your loss occurs, the greater the effect on your yield to maturity. Even if losses on the underlying mortgage loans do not result in a reduction of the total payments on or the total principal balance or notional amount of your offered certificates, the losses may still affect the timing of payments on, and the weighted average life and yield to maturity of, your offered certificates. In addition, if the master servicer, the special servicer, the trustee or the fiscal agent reimburses itself out of general collections on the mortgage pool for any advance that it has determined is not recoverable out of collections on the related mortgage loan, then that advance (together with accrued interest thereon) will be deemed, to the fullest extent permitted, to be reimbursed out of payments and other collections of principal on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 principal balance certificates, prior to being deemed reimbursed out of payments and other collections of interest on the underlying mortgage loans otherwise distributable on the series CD 2005-C1 certificates. As a result, the Net Principal Payment Amount for the corresponding payment date would be reduced, to not less than zero, by the amount of any such reimbursement. Accordingly, any such reimbursement would have the effect of reducing current payments of principal on the offered certificates. Notwithstanding the foregoing, amounts otherwise payable with respect to the class OCS certificates will not be available to reimburse advances and/or pay Additional Trust Fund Expenses with respect to any underlying mortgage loan other than the One Court Square-Citibank Mortgage Loan. The Effect of Loan Groups. The mortgage pool has been divided into two loan groups for purposes of calculating distributions on certain classes of the offered certificates. As a result, the holders of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates will be affected by the rate, timing and amount of payments and other collections of principal on, and by delinquencies and defaults on, the mortgage loans in loan group no. 1 and, in the absence of significant losses on the mortgage pool, should be largely unaffected by the rate, timing and amount of payments and other collections of principal on, and by delinquencies and defaults on, the mortgage loans in loan group no. 2. In addition, the holders of the class A-1A certificates will be affected by the rate, timing and amount of payments and other collections of principal on, and by delinquencies and defaults on, the mortgage loans in loan group no. 2 and, prior to the retirement of the class A-1, A-2FL, A-2FX, A-3, A-SB and A-4 certificates, in the absence of significant losses on the mortgage pool, should be largely unaffected by the rate, timing and amount of payments and other collections of principal on, and by delinquencies and defaults on, the mortgage loans in loan group no. 1. Investors should take this into account when reviewing this "Yield and Maturity Considerations" section. Relevant Factors. The following factors, among others, will affect the rate and timing of principal payments and defaults and the severity of losses on or with respect to the mortgage loans in the trust fund: o prevailing interest rates; S-239 o the terms of the mortgage loans, including-- 1. provisions that require the payment of prepayment premiums and yield maintenance charges, 2. provisions that impose prepayment lock-out periods, and 3. amortization terms that result in balloon payments; o the demographics and relative economic vitality of the areas in which the mortgaged real properties are located; o the general supply and demand for commercial and multifamily rental space of the type available at the mortgaged real properties in the areas in which those properties are located; o the quality of management of the mortgaged real properties; o the servicing of the mortgage loans; o possible changes in tax laws; and o other opportunities for investment. See "Risk Factors--Risks Related to the Underlying Mortgage Loans", "Description of the Mortgage Pool" and "Servicing of the Underlying Mortgage Loans" in this prospectus supplement and "Description of the Governing Documents" and "Yield and Maturity Considerations--Yield and Prepayment Considerations" in the accompanying prospectus. The rate of prepayment on the mortgage loans in the trust fund is likely to be affected by prevailing market interest rates for mortgage loans of a comparable type, term and risk level. When the prevailing market interest rate is below the annual rate at which a mortgage loan accrues interest, the related borrower may have an increased incentive to refinance the mortgage loan. Conversely, to the extent prevailing market interest rates exceed the annual rate at which a mortgage loan accrues interest, the related borrower may be less likely to voluntarily prepay the mortgage loan. Assuming prevailing market interest rates exceed the revised mortgage rate at which an ARD Loan accrues interest following its anticipated repayment date, the primary incentive for the related borrower to prepay the mortgage loan on or before its anticipated repayment date is to give the borrower access to excess cash flow, all of which, net of the minimum required debt service, approved property expenses and any required reserves, must be applied to pay down principal of the mortgage loan. Accordingly, there can be no assurance that any ARD Loan in the trust fund will be prepaid on or before its anticipated repayment date or on any other date prior to maturity. Depending on prevailing market interest rates, the outlook for market interest rates and economic conditions generally, some underlying borrowers may sell their mortgaged real properties in order to realize their equity in those properties, to meet cash flow needs or to make other investments. In addition, some underlying borrowers may be motivated by federal and state tax laws, which are subject to change, to sell their mortgaged real properties prior to the exhaustion of tax depreciation benefits. A number of the underlying borrowers are partnerships. The bankruptcy of the general partner in a partnership may result in the dissolution of the partnership. The dissolution of a borrower partnership, the winding-up of its affairs and the distribution of its assets could result in an acceleration of its payment obligations under the related mortgage loan. S-240 We make no representation or warranty regarding: o the particular factors that will affect the rate and timing of prepayments and defaults on the underlying mortgage loans; o the relative importance of those factors; o the percentage of the total principal balance of the underlying mortgage loans that will be prepaid or as to which a default will have occurred as of any particular date; or o the overall rate of prepayment or default on the underlying mortgage loans. Unpaid Interest. If the funds available to pay interest on any class of offered certificates on any payment date is less than the total amount of interest then payable for the class, the shortfall will be payable to the holders of those certificates on subsequent payment dates, subject to the available funds on those subsequent payment dates and the priority of payments described under "Description of the Offered Certificates--Payments--Priority of Payments" in this prospectus supplement. That shortfall will not bear interest, however, and will therefore negatively affect the yield to maturity of that class of offered certificates for so long as it is outstanding. Delay in Payments. Because monthly payments will not be made on the offered certificates until several days after the due dates for the underlying mortgage loans during the related collection period, your effective yield will be lower than the yield that would otherwise be produced by your pass-through rate and purchase price, assuming that purchase price did not account for a delay. CPR MODEL Prepayments on loans are commonly measured relative to a prepayment standard or model. The prepayment model used in this prospectus supplement is the constant prepayment rate, or "CPR", model, which represents an assumed constant rate of prepayment each month, which is expressed on a per annum basis, relative to the then-outstanding principal balance of a pool of loans for the life of those loans. The CPR model does not purport to be either a historical description of the prepayment experience of any pool of loans or a prediction of the anticipated rate of prepayment of any pool of loans, including the mortgage pool. We do not make any representations about the appropriateness of the CPR model. WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES The tables set forth on Annex C-1 to this prospectus supplement: o indicate the respective weighted average lives of the various classes of the offered certificates (exclusive of the class XP certificates); and o set forth the percentages of the respective initial total principal balances of the various classes of the offered certificates (exclusive of the class XP certificates) that would be outstanding after the payment dates in each of the calendar months shown. Those tables were prepared based on the Maturity Assumptions and the indicated prepayment scenarios. S-241 For purposes of this prospectus supplement, weighted average life refers to the average amount of time that will elapse from the date of issuance of a security until each dollar of principal of the security will be repaid to the investor, assuming no losses. For purposes of this "Yield and Maturity Considerations" section and Annex C-1, the weighted average life of any offered certificate with a principal balance is determined by: 1. multiplying the amount of each principal payment on the certificate by the number of years from the assumed settlement date, which is part of the Maturity Assumptions, to the related payment date; 2. summing the results; and 3. dividing the result by the sum of the principal payments for the certificate. Accordingly, the weighted average life of any offered certificate will be influenced by, among other things, the rate at which principal of the underlying mortgage loans is paid or otherwise collected or advanced and the extent to which those payments, collections and/or advances of principal are in turn applied in reduction of the principal balance of the subject offered certificate (or, in the case of a class A-2FL certificates or the class A-MFL certificates, of the corresponding REMIC II regular interest). The weighted average life of any offered certificate with a principal balance may also be affected to the extent that additional payments of principal are in turn applied in reduction of that principal balance occur as a result of the purchase of a mortgage loan from the trust or the optional termination of the trust. The purchase of a mortgage loan from the trust will have the same effect on payments to the offered certificateholders as if the subject mortgage loan had prepaid in full, except that no prepayment fee is collectable on the subject mortgage loans. The actual characteristics and performance of the underlying mortgage loans will differ from the assumptions used in calculating the tables on Annex C-1. Those tables are hypothetical in nature and are provided only to give a general sense of how the principal cash flows might behave under the assumed prepayment scenarios. Any difference between the assumptions used in calculating the tables on Annex C-1 and the actual characteristics and performance of the underlying mortgage loans, or actual prepayment or loss experience, will affect the percentages of initial total principal balances outstanding over time and the weighted average lives of the respective classes of the offered certificates with principal balances. It is highly unlikely that the underlying mortgage loans will prepay in accordance with the Maturity Assumptions at any of the specified CPRs until maturity or that all the underlying mortgage loans will so prepay at the same rate. In addition, variations in the actual prepayment experience and the balance of the underlying mortgage loans that prepay may increase or decrease the percentages of initial principal balances and weighted average lives shown in the tables. Variations may occur even if the average prepayment experience of the underlying mortgage loans were to conform to the assumptions and be equal to any of the specified CPRs. You must make your own decisions as to the appropriate prepayment, liquidation and loss assumptions to be used in deciding whether to purchase any offered certificate. We make no representation that: o the mortgage loans in the trust fund or any particular group of those mortgage loans will prepay in accordance with the assumptions set forth in this prospectus supplement at any of the CPRs shown or at any other particular prepayment rate; o all the mortgage loans in the trust fund or any particular group of those mortgage loans will prepay in accordance with the assumptions set forth in this prospectus supplement at the same rate; S-242 o mortgage loans in the trust fund or any particular group of those mortgage loans that are in a lockout period, a yield maintenance period or declining premium period will not prepay as a result of involuntary liquidations upon default or otherwise; or o mortgage loans in the trust fund or any particular group of those mortgage loans will not experience defaults and losses. YIELD SENSITIVITY OF THE CLASS XP CERTIFICATES The yield to investors on the class XP certificates will be highly sensitive to the rate and timing of principal payments, including prepayments, on the underlying mortgage loans. If you are contemplating an investment in the class XP certificates, you should fully consider the associated risks, including the risk that an extremely rapid rate of prepayment and/or liquidation of the underlying mortgage loans could result in your failure to fully recover your initial investment. The table set forth on Annex C-2 to this prospectus supplement shows pre-tax corporate bond equivalent yields for the class XP certificates based on the Maturity Assumptions (except to the extent otherwise indicated in the title to that table), and further assuming the specified purchase prices and the indicated prepayment scenarios. Those assumed purchase prices are, in each case-- o expressed as a percentage of the initial total notional amount of the class XP certificates, and o exclusive of accrued interest. The yields set forth in the table on Annex C-2 to this prospectus supplement were calculated by: o determining the monthly discount rate that, when applied to the assumed stream of cash flows to be paid on the class XP certificates, would cause the discounted present value of that assumed stream of cash flows to equal-- 1. each of the assumed purchase prices for that class of series CD 2005-C1 certificates, plus 2. accrued interest at the initial pass-through rate for that class of series CD 2005-C1 certificates from and including November 1, 2005 to but excluding the assumed settlement date; and o converting those monthly discount rates to corporate bond equivalent rates. Those calculations do not take into account variations that may occur in the interest rates at which investors in the class XP certificates may be able to reinvest funds received by them as payments on their Certificates. Consequently, they do not purport to reflect the return on any investment on the class XP certificates when reinvestment rates are considered. There can be no assurance that-- o the underlying mortgage loans or any particular group of the underlying mortgage loans will prepay in accordance with the assumptions used in preparing the table on Annex C-2 to this prospectus supplement, o the underlying mortgage loans or any particular group of the underlying mortgage loans will prepay as assumed at any of the rates shown in the table on Annex C-2 to this prospectus supplement, S-243 o the underlying mortgage loans will not experience losses, o the underlying mortgage loans will not be liquidated during any applicable prepayment lockout period or during any other period that prepayments are assumed not to occur, o the cash flows on the class XP certificates will correspond to the cash flows shown in this prospectus supplement, or o the purchase price of the class XP certificates will be as assumed. It is unlikely that the underlying mortgage loans will prepay as assumed at any of the specified percentages of CPR until maturity or that all of those mortgage loans will so prepay at the same rate. Actual yields to maturity for investors in the class XP certificates may be materially different than those indicated in the tables on Annex C-2 to this prospectus supplement. Timing of changes in rate of prepayments and other liquidations may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments and other liquidations is consistent with the expectations of investors. You must make your own decisions as to the appropriate prepayment, liquidation and loss assumptions to be used in deciding whether to purchase the class XP certificates. USE OF PROCEEDS Substantially all of the proceeds from the sale of the offered certificates will be used by us to purchase the mortgage loans that we will include in the trust fund and to pay those expenses incurred in connection with the issuance of the series CD 2005-C1 certificates. DESCRIPTION OF THE SWAP AGREEMENTS GENERAL On the closing date, the trustee, on behalf of the trust, will enter into two interest rate swap agreements, one relating to the class A-2FL certificates and one relating to the class A-MFL certificates, in each case with the swap counterparty. By virtue of those swap agreements, the class A-2FL and A-MFL certificates will be floating rate certificates. The initial notional amount of each of those swap agreements will be equal to the related total initial principal balance of the related class of floating rate certificates (and, accordingly, the REMIC II regular interest that corresponds to that class of floating rate certificates). The notional amount of each of those swap agreements will decrease to the extent of any decrease in the total principal balance of the related class of floating rate certificates (and, accordingly, the REMIC II regular interest that corresponds to that class of floating rate certificates). The maturity date of each swap agreement will be the earlier of the rated final payment date for the class A-2FL and A-MFL certificates and the date on which the related notional amount of that swap agreement is zero (including as a result of the termination of the trust fund). THE SWAP AGREEMENTS The swap agreement relating to the class A-2FL certificates will provide that, with respect to each payment date, commencing in December 2005, (a) the trust will generally be obligated to pay to the swap counterparty, on that payment date, (i) any prepayment consideration distributable in respect of the class A-2FL REMIC II regular interest for that payment date and (ii) an amount equal to 1/12th of the product of (x) the notional amount of the subject swap agreement for that payment date and (y) % per annum, and (b) the swap counterparty will pay to the trust, for the benefit of the class A-2FL certificateholders, on the second business day prior to that payment date, an amount equal to the product of (i) the notional amount of the subject swap agreement for that payment date, (ii) LIBOR plus % per annum and (iii) a fraction, the numerator of which is S-244