This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
("Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
[RBS GREENWICH CAPITAL LOGO] GOLDMAN, SACHS & CO.
Co-Lead Bookrunning Managers
BANC OF AMERICA SECURITIES LLC CREDIT SUISSE FIRST BOSTON
MORGAN STANLEY WACHOVIA SECURITIES
GSMS 2004-GG2
- --------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- --------------------------------------------------------------------------------
OFFERED CERTIFICATES
APPROX. % ASSUMED
APPROX. APPROX. OF CUT-OFF WEIGHTED FINAL
CERTIFICATE CREDIT DATE AVERAGE PRINCIPAL DISTRIBUTION
CLASS MOODY'S S&P BALANCE SUPPORT BALANCE LIFE (1) WINDOW (1) DATE (1) RATE TYPE
- -----------------------------------------------------------------------------------------------------------------------------------
A-1A Aaa AAA $177,669,000 13.250% 6.822% 6.716 09/04 - 07/14 07/14 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
A-1 Aaa AAA $45,000,000 13.250% 1.728% 1.213 09/04 - 11/06 11/06 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
A-2 Aaa AAA $100,000,000 13.250% 3.840% 3.726 11/06 - 05/09 05/09 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
A-3 Aaa AAA $256,000,000 13.250% 9.830% 4.819 05/09 - 09/09 09/09 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
A-4 Aaa AAA $208,000,000 13.250% 7.986% 6.468 09/09 - 10/11 10/11 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
A-5 Aaa AAA $173,000,000 13.250% 6.643% 8.622 10/11 - 11/13 11/13 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
A-6 Aaa AAA $1,299,650,000 13.250% 49.902% 9.728 11/13 - 07/14 07/14 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
B Aa2 AA $65,110,000 10.750% 2.500% 9.977 07/14 - 08/14 08/14 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
C Aa3 AA- $29,299,000 9.625% 1.125% 9.994 08/14 - 08/14 08/14 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
D A2 A $52,088,000 7.625% 2.000% 9.994 08/14 - 08/14 08/14 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
E A3 A- $29,300,000 6.500% 1.125% 9.994 08/14 - 08/14 08/14 (4)
- -----------------------------------------------------------------------------------------------------------------------------------
NON-OFFERED CERTIFICATES
APPROX. % ASSUMED
APPROX. APPROX. OF CUT-OFF WEIGHTED FINAL
CERTIFICATE CREDIT DATE AVERAGE PRINCIPAL DISTRIBUTION
CLASS MOODY'S S&P BALANCE SUPPORT BALANCE LIFE (1) WINDOW (1) DATE (1) RATE TYPE
- ------------------------------------------------------------------------------------------------------------------------------------
F (2) Baa1 BBB+ $26,044,000 5.500% 1.000% 9.994 08/14 - 08/14 08/14 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
G (2) Baa2 BBB $22,789,000 4.625% 0.875% 9.994 08/14 - 08/14 08/14 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
H (2) Baa3 BBB- $29,299,000 3.500% 1.125% 10.070 08/14 - 09/14 09/14 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
J (2) Ba1 BB+ $6,511,000 3.250% 0.250% 10.078 09/14 - 09/14 09/14 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
K (2) Ba2 BB $13,022,000 2.750% 0.500% 10.078 09/14 - 09/14 09/14 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
L (2) Ba3 BB- $13,022,000 2.250% 0.500% 10.078 09/14 - 09/14 09/14 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
M (2) B1 B+ $9,767,000 1.875% 0.375% 10.175 09/14 - 05/15 05/15 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
N (2) B2 B $6,511,000 1.625% 0.250% 10.750 05/15 - 07/15 07/15 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
O (2) B3 B- $9,766,000 1.250% 0.375% 11.810 07/15 - 07/16 07/16 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
P (2) NR NR $32,555,686 0.000% 1.250% 12.203 07/16 - 08/19 08/19 (4)
- ------------------------------------------------------------------------------------------------------------------------------------
X-P (2, 3) Aaa AAA N/A N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
X-C (2, 3) Aaa AAA $2,604,402,686 N/A N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
(1) As of the cut-off date, the weighted average life, principal window
and assumed final payment date were calculated assuming no prepayments
will be made on the mortgage loans prior to their related maturity
dates and the other assumptions set forth under "YIELD AND MATURITY
CONSIDERATIONS - Yield Considerations" in the prospectus supplement.
(2) Not offered hereby. Any information provided herein regarding the
terms of these certificates is provided only to enhance your
understanding of the offered certificates.
(3) The class X-P and class X-C certificates will not have a certificate
balance and their holders will not receive distributions of principal,
but such holders are entitled to receive payments of the aggregate
interest accrued on the notional amount of each of the components of
the class X-P and class X-C certificates as described in the
prospectus supplement. The interest rate applicable to each component
of the class X-P and class X-C certificates for each payment date will
equal the rate specified in the prospectus supplement.
(4) The pass-through rates on the Class A-1A, Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P certificates will equal one of (i) a
fixed rate, (ii) the weighted average of the net mortgage rates on the
mortgage loans (in each case adjusted, if necessary, to accrue on the
basis of a 360-day year consisting of twelve 30-day months), (iii) a
rate equal to the lesser of a specified fixed pass-through rate and
the rate described in clause (ii) above or (iv) the rate described in
clause (ii) above less a specified percentage.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
-2-
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
GENERAL CHARACTERISTICS (1) TOTAL POOL GROUP 2(4) GROUP 1(5)
---------- ---------- ----------
Initial mortgage pool balance................................... $2,604,402,687 $177,669,531 $2,426,733,156
Number of mortgage loans........................................ 141 22 119
Number of mortgaged properties.................................. 141 22 119
Percentage of investment grade shadow rated loans (2)........... 22.2% 8.4% 23.2%
Weighted average underwritten debt service coverage ratio (3)... 1.57x 1.48x 1.57x
Weighted average cut-off date loan-to-value ratio (3)........... 68.30% 70.82% 68.12%
Average cut-off date principal balance.......................... $18,470,941 8,075,888 20,392,716
Weighted average mortgage interest rate......................... 5.624% 5.326% 5.646%
Loans with Single Tenant Percentage............................. 4.1% 0.0% 4.4%
(1) Unless otherwise noted, references in this term sheet include the
senior pari passu companion loan in the trust secured by the Grand
Canal Shoppes at the Venetian Property, Garden State Plaza Property,
111 Eighth Avenue Property and 237 Park Avenue Property, do not
include the related senior pari passu companion loan that are outside
the trust nor, with respect to these or any other mortgage loans in a
split loan structure, the related subordinate companion loan.
(2) S&P and Moody's have confirmed that these loans, in the context of
their inclusion in the trust, have credit characteristics consistent
with that of an obligation rated investment grade.
(3) For the purpose of calculating underwritten debt service coverage
ratios and loan-to-value ratios in this term sheet, the cut-off date
principal balance for each mortgage loan in a split loan structure (x)
includes the cut-off date principal balance of the pari passu mortgage
loan in the trust plus the cut-off date principal balance of any pari
passu companion loan that is not in the trust, and (y) excludes the
cut-off date principal balance of any subordinate mortgage loan in
that split loan structure.
(4) Loan Group 2 consists of 22 multifamily loans.
(5) Loan Group 1 consists of 119 non-multifamily loans.
- --------------------------------------------------------------------------------
TEN LARGEST LOANS
% OF
INITIAL SHADOW
CUT-OFF DATE MORTGAGE LOAN CUT-OFF RATINGS
PRINCIPAL BALANCE POOL PROPERTY PROPERTY BALANCE DATE LTV (MOODYS/S&P)
LOAN NAME ($) BALANCE TYPE SIZE PER SF/ROOM DSCR RATIO (%) (1)
- -------------------------------------------------------------------------------------------------------------------------------
Grand Canal Shoppes $189,548,779 7.3% Retail 536,890 $793 1.68x 50.79% A3/A
Daily News Building 154,000,000 5.9% Office 1,102,147 $140 2.21 46.67 Baa2/BBB
1441 Broadway 132,647,486 5.1% Office 460,356 $288 1.33 75.80
Garden State Plaza 130,000,000 5.0% Retail 1,470,454 $354 2.36 53.21 A2/AA
Stony Point Fashion Park 114,910,606 4.4% Retail 382,636 $300 1.34 71.82
1410 Broadway 97,839,965 3.8% Office 357,139 $274 1.24 78.90
Destin Commons 84,759,743 3.3% Retail 480,150 $177 1.48 79.21
111 Eighth Avenue 80,000,000 3.1% Office 2,941,646 $153 2.08 56.25 Baa2/A+
Town & Country Resort 71,500,000 2.7% Hospitality 966 $74,017 1.51 64.59
Mall at Barnes Crossing 68,000,000 2.6% Retail 583,887 $116 1.30 80.00
-------------- -----
TOTAL/WTD. AVG. $1,123,206,579 43.1% 1.70X 63.24%
- -------------------------------------------------------------------------------------------------------------------------------
(1) S&P and Moody's have confirmed that these loans, in the context of
their inclusion in the trust, have credit characteristics consistent
with that of an obligation rated investment grade.
PROPERTY TYPES
AGGREGATE CUT-OFF % OF INITIAL
NUMBER OF MORTGAGED DATE PRINCIPAL MORTGAGE POOL WTD. AVG. CUT-OFF
PROPERTY TYPE PROPERTIES BALANCE ($) BALANCE WTD. AVG. DSCR DATE LTV RATIO (%)
- ------------------------------------------------------------------------------------------------------------------------
Retail 58 $1,173,372,600 45.1% 1.57x 67.84%
Office 46 1,037,654,717 39.8% 1.58 68.22
Multifamily 19 166,807,031 6.4% 1.49 70.13
Industrial 10 78,380,438 3.0% 1.78 66.61
Hospitality 1 71,500,000 2.7% 1.51 64.59
Mixed Use 1 47,955,354 1.8% 1.26 77.53
Other 2 14,120,046 0.5% 1.22 76.32
Mobile Home Park 3 10,862,500 0.4% 1.31 81.43
Self-Storage 1 3,750,000 0.1% 1.52 74.26
---- ---------------- -------
TOTAL/WTD. AVG. 141 $2,604,402,687 100.0% 1.57X 68.30%
- ------------------------------------------------------------------------------------------------------------------------
PROPERTY LOCATIONS
AGGREGATE CUT-OFF % OF INITIAL
NUMBER OF MORTGAGED DATE PRINCIPAL MORTGAGE POOL WTD. AVG. CUT-OFF
PROPERTY LOCATION PROPERTIES BALANCE ($) BALANCE WTD. AVG. DSCR DATE LTV RATIO (%)
- ------------------------------------------------------------------------------------------------------------------------
New York 8 $567,465,832 21.8% 1.69x 63.64%
California 31 434,434,914 16.7% 1.51 68.17
Nevada 7 218,292,368 8.4% 1.66 53.57
Virginia 3 165,750,118 6.4% 1.33 73.28
Florida 9 136,588,047 5.2% 1.46 77.10
New Jersey 1 130,000,000 5.0% 2.36 53.21
Georgia 10 123,632,269 4.7% 1.61 71.93
Texas 16 107,857,915 4.1% 1.47 73.96
Other (1) 56 720,381,224 27.7% 1.41 74.96
---- --------------- ------
TOTAL/WTD. AVG. 141 $2,604,402,687 100.0% 1.57X 68.30%
- ------------------------------------------------------------------------------------------------------------------------
(1) Includes 20 states and the District of Columbia
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
("Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
-3-
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCE
- --------------------------------------------------------------
PERCENTAGE
NUMBER OF OF AGGREGATE
RANGE OF CUT-OFF MORTGAGE CUT-OFF DATE CUT-OFF DATE
DATE BALANCES ($) LOANS BALANCE BALANCE
- --------------------------------------------------------------
534,283 - 999,999 1 $534,283 0.0%
1,000,000 - 1,999,999 5 7,532,888 0.3
2,000,000 - 2,999,999 12 31,654,438 1.2
3,000,000 - 3,999,999 14 48,277,092 1.9
4,000,000 - 5,999,999 24 122,417,213 4.7
6,000,000 - 7,999,999 15 105,546,506 4.1
8,000,000 - 9,999,999 19 169,076,053 6.5
10,000,000 - 14,999,999 10 124,929,285 4.8
15,000,000 - 19,999,999 11 179,927,227 6.9
20,000,000 - 29,999,999 11 264,162,435 10.1
30,000,000 - 39,999,999 2 70,050,000 2.7
40,000,000 - 49,999,999 5 228,755,354 8.8
50,000,000 - 99,999,999 7 530,433,042 20.4
100,000,000 - 149,999,999 3 377,558,092 14.5
150,000,000 - 189,548,779 2 343,548,779 13.2
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- --------------------------------------------------------------
DISTRIBUTION OF DSCR
- -------------------------------------------------------------
PERCENTAGE
NUMBER OF OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
RANGE OF DSCR (X) LOANS BALANCE BALANCE
- -------------------------------------------------------------
1.17 - 1.19 2 $18,294,845 0.7%
1.20 - 1.29 23 479,121,301 18.4
1.30 - 1.39 31 680,270,605 26.1
1.40 - 1.49 30 335,370,778 12.9
1.50 - 1.59 18 283,386,224 10.9
1.60 - 1.69 13 262,978,303 10.1
1.70 - 1.79 7 79,653,725 3.1
1.80 - 1.89 4 15,584,496 0.6
1.90 - 1.99 2 13,023,958 0.5
2.00 - 2.29 6 256,037,831 9.8
2.30 - 2.79 4 169,880,620 6.5
2.80 - 3.49 1 10,800,000 0.4
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- -------------------------------------------------------------
DISTRIBUTION OF AMORTIZATION TYPE
- -------------------------------------------------------------
PERCENTAGE
NUMBER OF OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
AMORTIZATION TYPE LOANS BALANCE BALANCE
- -------------------------------------------------------------
Amortizing 90 $1,479,194,354 56.8%
Interest Only, Then
Amortizing 41 918,543,333 35.3
Interest Only 9 191,665,000 7.4
Fully Amortizing 1 15,000,000 0.6
--- -------------- ------
TOTAL 141 $2,604,402,687 100.0%
- -------------------------------------------------------------
DISTRIBUTION OF LOCKBOXES
- ------------------------------------------------------------
PERCENTAGE
NUMBER OF OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
LOCKBOX TYPE LOANS BALANCE BALANCE
- ------------------------------------------------------------
Hard 34 $1,384,552,935 53.2%
Soft 4 242,087,451 9.3
- ------------------------------------------------------------
DISTRIBUTION OF LTV RATIOS AT CUT-OFF DATE
- ------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
RANGE OF LTV (%) LOANS BALANCE BALANCE
- ------------------------------------------------------------
35.70 - 49.99 6 $202,053,452 7.8%
50.00 - 54.99 7 337,889,335 13.0
55.00 - 59.99 6 97,193,059 3.7
60.00 - 64.99 12 256,620,922 9.9
65.00 - 69.99 18 190,176,216 7.3
70.00 - 74.99 28 327,534,334 12.6
75.00 - 79.99 51 1,004,261,069 38.6
80.00 - 87.52 13 188,674,301 7.2
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- ------------------------------------------------------------
DISTRIBUTION OF MORTGAGE INTEREST RATE (%)
- ------------------------------------------------------------
PERCENTAGE
NUMBER OF OF AGGREGATE
RANGE OF MORTGAGE MORTGAGE CUT-OFF DATE CUT-OFF DATE
RATES (%) LOANS BALANCE BALANCE
- ------------------------------------------------------------
4.280% - 4.500% 6 $181,559,000 7.0%
4.501% - 5.000% 8 425,525,356 16.3
5.001% - 5.500% 29 350,930,307 13.5
5.501% - 6.000% 62 941,985,289 36.2
6.001% - 6.500% 27 622,424,168 23.9
6.501% - 7.000% 8 66,728,567 2.6
7.001% - 7.100% 1 15,250,000 0.6
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- ------------------------------------------------------------
DISTRIBUTION OF ORIGINAL TERMS TO MATURITY
- ------------------------------------------------------------
PERCENTAGE
RANGE OF ORIGINAL NUMBER OF OF AGGREGATE
TERMS TO MATURITY MORTGAGE CUT-OFF DATE CUT-OFF DATE
(MOS) LOANS BALANCE BALANCE
- ------------------------------------------------------------
59-60 15 $371,471,352 14.3%
61 - 96 8 155,308,888 6.0
97 - 108 6 88,261,944 3.4
109 - 119 2 268,910,606 10.3
120 - 120 105 1,647,360,385 63.3
121 - 180 5 73,089,511 2.8
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- ------------------------------------------------------------
DISTRIBUTION OF REMAINING TERMS TO MATURITY
- ------------------------------------------------------------
PERCENTAGE
RANGE OF REMAINING NUMBER OF OF AGGREGATE
TERMS TO MATURITY MORTGAGE CUT-OFF DATE CUT-OFF DATE
(MOS) LOANS BALANCE BALANCE
- ------------------------------------------------------------
43 - 60 15 $371,471,352 14.3%
61 - 96 8 155,308,888 6.0
97 - 108 6 88,261,944 3.4
109 - 119 85 1,590,378,491 61.1
120 - 120 23 332,892,500 12.8
121 - 180 4 66,089,511 2.5
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- ------------------------------------------------------------
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
- ------------------------------------------------------------
PERCENTAGE
RANGE OF REMAINING NUMBER OF OF AGGREGATE
AMORTIZATION TERMS MORTGAGE CUT-OFF DATE CUT-OFF DATE
(MOS) LOANS BALANCE BALANCE
- ------------------------------------------------------------
Interest Only 9 $191,665,000 7.4%
155 - 299 11 65,922,237 2.5
300 - 349 11 315,484,546 12.1
350 - 360 110 2,031,330,904 78.0
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- ------------------------------------------------------------
DISTRIBUTION OF PREPAYMENT PROVISIONS
- ------------------------------------------------------------
PERCENTAGE
NUMBER OF OF AGGREGATE
PREPAYMENT MORTGAGE CUT-OFF DATE CUT-OFF DATE
PROVISIONS LOANS BALANCE BALANCE
- ------------------------------------------------------------
Defeasance 124 $2,479,602,609 95.2%
Greater of Yield
Maintenance or 1% 16 120,100,077 4.6
Defeasance/Declining
Fee 1 4,700,000 0.2
--- -------------- -----
TOTAL 141 $2,604,402,687 100.0%
- ------------------------------------------------------------
DISTRIBUTION OF ESCROW TYPES
- ------------------------------------------------------------
PERCENTAGE
NUMBER OF OF AGGREGATE
MORTGAGE CUT-OFF DATE CUT-OFF DATE
ESCROW TYPE (1) LOANS BALANCE BALANCE
- ------------------------------------------------------------
TI/LC (2) 64 $1,271,769,686 54.1%
Real Estate Tax 106 1,742,907,996 66.9
Insurance 96 1,695,444,194 65.1
Replacement Reserve 100 1,544,745,764 59.3
- ------------------------------------------------------------
(1) Includes initial and ongoing reserves and escrows.
(2) The statistical information for the TI/LC Reserve percentage of initial
mortgage pool balance does not include mortgage loans secured by multifamily,
hospitality, mobile home park, or self-storage properties.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
("Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
-4-
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
The table below identifies each of the mortgage loans included in the trust
and its corresponding companion loan.
LOAN GROUPS
% OF SUBORDINATE CONTROLLING
ORIGINAL INITIAL AGGREGATE COMPANION PARI PASSU POOLING & INITIAL INITIAL
PRINCIPAL POOL COMPANION LOAN COMPANION SERVICING PRIMARY SPECIAL
MORTGAGE LOAN LOAN BALANCE BALANCE LOAN BALANCE BALANCE LOAN BALANCE AGREEMENT(3) SERVICER(4) SERVICER(5)
- ---------------------- ------------ ------- ------------ ----------- ------------ ------------ ----------- ----------
Grand Canal Shoppes at
the Venetian..... $190,000,000 7.3% $237,000,000(1) NA $237,000,000 2004-GG2 Wells Fargo Lennar
Daily News Building $154,000,000 5.9% $56,000,000 $56,000,000 NA 2004-GG2 Wells Fargo Lennar
1441 Broadway...... $133,000,000 5.1% $6,981,447 $6,981,447 NA 2004-GG2 Wells Fargo Lennar
Garden State Plaza. $130,000,000 5.0% $390,000,000(1) NA $390,000,000 LBUBS 2004C4 Midland Lennar
111 Eighth Avenue.. $80,000,000 3.1% $420,000,000(1)(2) $50,000,000 $370,000,000 2004-GG1 Wachovia Lennar
237 Park Avenue.... $67,333,333 2.6% $230,666,667(1) NA $230,666,667 GCCFC C2 Wachovia Lennar
Waterfront Plaza... $61,000,000 2.3% $6,600,000 $6,600,000 NA 2004-GG2 Wells Fargo Lennar
Mercado Santa Clara $32,800,000 1.3% $2,000,000 $2,000,000 NA 2004-GG2 Wells Fargo Lennar
700 Westpark Office $9,800,000 0.4% $650,000 $650,000 NA 2004-GG2 Wells Fargo Lennar
Hazel Gardens
Apartments....... $5,950,000 0.2% $250,000 $250,000 NA 2004-GG2 Wells Fargo Lennar
(1) Comprised of multiple pari passu mortgage notes.
(2) This figure represents multiple pari passu mortgage loans in the aggregate
original principal amount of $370,000,000 and two subordinate mortgage
loans in the aggregate original principal amount of $50,000,000.
(3) 2004-GG2 refers to the pooling and servicing agreement for this
transaction. LBUBS 2004C4 refers to the pooling and servicing agreement
entered into in connection with the Structured Asset Securities Corporation
II, as depositor, LB-UBS Commercial Mortgage Trust Series 2004-C4. GCCFC C2
refers to the pooling and servicing agreement entered into in connection
with the Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Pass-Through Certificates, Series 2003-C2. 2004-GG1
refers to the pooling and servicing agreement entered into in connection
with the Greenwich Capital Commercial Funding Corp., as depositor,
Commercial Mortgage Pass-Through Certificates, Series 2004-GG1.
(4) Wells Fargo refers to Wells Fargo Bank, National Association, Midland
refers to Midland Loan Services, Inc. and Wachovia refers to Wachovia Bank,
National Association.
(5) Lennar refers to Lennar Partners, Inc.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
("Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
-5-
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE
- --------------------------------------------------------------------------------
MORTGAGE POOL PREPAYMENT PROFILE
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL POOL
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
RESTRICTIONS 2004 2005 2006 2007 2008 2009 2010 2011
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out/Defeasance 100.00% 100.00% 97.20% 95.89% 95.88% 94.68% 91.59% 95.70%
(greater than) of YM or 1% 0.00% 0.00% 2.80% 3.93% 3.93% 5.10% 5.10% 4.05%
Percentage Penalty 0.00% 0.00% 0.00% 0.19% 0.19% 0.22% 0.22% 0.24%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.09% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans
($mm) 2,604.40 2,584.53 2,560.65 2,528.70 2,491.38 2,108.16 2,073.50 1,897.59
% OF CUT-OFF BALANCE 100.00% 99.24% 98.32% 97.09% 95.66% 80.95% 79.62% 72.86%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
RESTRICTIONS 2012 2013 2014 2015 2016 2017 2018 2019
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out/Defeasance 95.66% 87.38% 37.49% 100.00% 100.00% 100.00% 100.00% 0.00%
(greater than) of YM or 1% 4.06% 4.23% 5.92% 0.00% 0.00% 0.00% 0.00% 0.00%
Percentage Penalty 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.28% 8.39% 56.58% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans
($mm) 1,856.94 1,742.57 117.59 42.10 8.85 2.89 1.56 0.00
% OF CUT-OFF BALANCE 71.30% 66.91% 4.52% 1.62% 0.34% 0.11% 0.06% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------
1. Table calculated using modeling assumptions as described in the
prospectus supplement.
2. Differences in totals may exist due to rounding.
- ------------------------------------------------------------------------------------------------------------------------------------
LOAN GROUP 2
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
RESTRICTIONS 2004 2005 2006 2007 2008 2009 2010 2011
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out/Defeasance 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
(greater than) of YM or 1% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Percentage Penalty 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans
($mm) 177.67 176.08 173.71 171.04 168.25 80.86 78.79 76.61
% OF CUT-OFF BALANCE 100.00% 99.10% 97.77% 96.27% 94.70% 45.51% 44.35% 43.12%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
RESTRICTIONS 2012 2013 2014 2015 2016 2017 2018 2019
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out/Defeasance 92.98% 93.71% 100.00% 100.00% 100.00% 100.00% 100.00% 0.00%
(greater than) of YM or 1% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
Percentage Penalty 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 7.02% 6.29% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans
($mm) 74.32 57.50 6.47 5.34 4.15 2.89 1.56 0.00
% OF CUT-OFF BALANCE 41.83% 32.36% 3.64% 3.00% 2.33% 1.63% 0.88% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------
1. Table calculated using modeling assumptions as described in the
prospectus supplement.
2. Differences in totals may exist due to rounding.
- ------------------------------------------------------------------------------------------------------------------------------------
LOAN GROUP 1
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
RESTRICTIONS 2004 2005 2006 2007 2008 2009 2010 2011
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out/Defeasance 100.00% 100.00% 97.00% 95.59% 95.58% 94.46% 91.26% 95.52%
(greater than) of YM or 1% 0.00% 0.00% 3.00% 4.21% 4.22% 5.31% 5.30% 4.23%
Percentage Penalty 0.00% 0.00% 0.00% 0.20% 0.20% 0.23% 0.23% 0.25%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 3.21% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans
($mm) 2,426.73 2,408.45 2,386.94 2,357.66 2,323.13 2,027.30 1,994.71 1,820.98
% OF CUT-OFF BALANCE 100.00% 99.25% 98.36% 97.15% 95.73% 83.54% 82.20% 75.04%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER SEPTEMBER
RESTRICTIONS 2012 2013 2014 2015 2016 2017
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out/Defeasance 95.77% 87.17% 33.85% 100.00% 100.00% 0.00%
(greater than) of YM or 1% 4.23% 4.38% 6.27% 0.00% 0.00% 0.00%
Percentage Penalty 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
Open 0.00% 8.46% 59.88% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans
($mm) 1,782.61 1,685.07 111.13 36.77 4.70 0.00
% OF CUT-OFF BALANCE 73.46% 69.44% 4.58% 1.52% 0.19% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------
1. Table calculated using modeling assumptions as described in the
prospectus supplement.
2. Differences in totals may exist due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
("Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
-6-
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TRANSACTION TERMS
- --------------------------------------------------------------------------------
ISSUE TYPE Sequential Pay REMIC
CUT-OFF DATE August 2004. All mortgage loan characteristics are
based on balances as of the cut-off date after
application of all payments due on or before such
date (whether or not received). All percentages
presented herein are approximate.
MORTGAGE POOL The mortgage pool consists of 141 mortgage loans with
an aggregate cut-off date balance of $2,604,402,687,
subject to a variance of +/- 5%. The mortgage loans
are secured by 141 mortgaged real properties located
throughout 28 states and the District of Columbia.
Loan Group 1 is comprised of 119 loans and Loan Group
2 is comprised of 22 loans.
DEPOSITOR GS Mortgage Securities Corporation II
MORTGAGE LOAN SELLERS Goldman Sachs Mortgage Company, Greenwich Capital
Financial Products, Inc. and Commerzbank AG, New York
Branch
UNDERWRITERS Greenwich Capital Markets, Inc. and Goldman, Sachs &
Co. as Co-Lead Bookrunning Managers Banc of America
Securities LLC, Credit Suisse First Boston LLC,
Morgan Stanley & Co. Incorporated and Wachovia
Capital Markets LLC as Co-Managers
TRUSTEE LaSalle Bank National Association
FISCAL AGENT ABN AMRO Bank N.V.
MASTER SERVICER Wells Fargo Bank, National Association
SPECIAL SERVICER Lennar Partners, Inc.
RATING AGENCIES Moody's Investors Service, Inc. and Standard and
Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
DENOMINATIONS $10,000 minimum for the offered certificates.
CLOSING DATE On or about August 12, 2004
SETTLEMENT TERMS Book-entry through DTC for all offered certificates.
DETERMINATION DATE The sixth day of each month, or if such sixth day is
not a business day, the next succeeding business day.
DISTRIBUTION DATE The tenth day of each month, or if such tenth day is
not a business day, the next succeeding business day,
provided that the distribution date will be at least
four business days following the determination date.
DISTRIBUTIONS Each class of offered certificates will be entitled
on each distribution date to interest accrued at its
pass-through rate for that distribution date on the
outstanding certificate balance of the class during
the prior calendar month. Interest on the offered
certificates will be calculated on the basis of
twelve 30-day months and a 360-day year. Generally,
the interest from the Available Distribution Amount
related to Loan Group 1 will be used to pay interest
to class A-1, A-2, A-3, A-4, A-5 and A-6, pro rata,
until paid in full. Generally, the interest from the
Available Distribution Account related to Loan Group
2 will be used to pay interest to the class A-1A
until paid in full. Generally, any remaining
Available Distribution Amount will be used to pay
interest to class X-P and X-C, pro rata, until paid
in full. If any of the above Available Distribution
Amounts are not sufficient to pay interest on class
A-1, A-2, A-3, A-4, A-5, A-6, A-1A, X-P and X-C, then
the entire Available Distribution Amount will be used
to pay interest pro rata to those certificates.
Generally, the Available Distribution Amount related
to Loan Group 1 will be used to pay principal to
class A-1, A-2, A-3, A-4, A-5 and A-6, in that order,
until paid in full, then to pay principal to class
A-1A until paid in full. Generally, the Available
Distribution Amount related to Loan Group 2 will be
used to pay principal to the class A-1A until paid in
full, then to pay principal to the class A-1, A-2,
A-3, A-4, A-5 and A-6 in that order, until paid in
full. After class A-1, A-2, A-3, A-4, A-5, A-6 and
A-1A are paid all amounts to which they are entitled,
the remaining Available Distribution Amount related
to both groups will be used to pay interest and
principal sequentially to class B, C, D, E, F, G, H,
J, K, L, M, N, O and P.
LOSSES Realized Losses and Additional Trust Fund Expenses,
if any, will be allocated to the class P, class O,
class N, class M, class L, class K, class J, class H,
class G, class F, class E, class D, class C and class
B certificates, in that order, and then, pro rata, to
the class A-1, class A-2, class A-3, class A-4, class
A-5, class A-6, and class A-1A certificates
regardless of Loan Group.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
("Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
-7-
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
PREPAYMENT PREMIUMS AND Any prepayment premiums or yield maintenance charges
YIELD MAINTENANCE CHARGES collected will be distributed to certificateholders
on the distribution date following the prepayment. On
each distribution date, the holders of any class of
offered certificates and class F, class G and class H
certificates that are then entitled to principal
distributions will be entitled to a portion of
prepayment premiums or yield maintenance charges
equal to the product of (a) the amount of the
prepayment premiums or yield maintenance charges net
of workout fees and liquidation fees payable from the
related loan group, multiplied by (b) a fraction, the
numerator of which is equal to the excess, if any, of
the pass-through rate for that class of certificates
over the relevant discount rate, and the denominator
of which is equal to the excess, if any, of the
mortgage interest rate of the prepaid mortgage loan
over the relevant discount rate, multiplied by (c) a
fraction, the numerator of which is equal to the
amount of principal payable to that class of
certificates on that payment date, and the
denominator of which is the Total Principal Payment
Amount payable from the related loan group for that
payment date. The portion, if any, of the prepayment
premiums or yield maintenance charges remaining after
any payments described above will be distributed 100%
to the holders of the class X-C certificates.
ADVANCES The master servicer and, if it fails to do so, the
trustee and, if it fails to do so, the fiscal agent
will be obligated to make P&I advances and servicing
advances, including delinquent property taxes and
insurance, but only to the extent that those advances
are not deemed non-recoverable and in the case of P&I
advances subject to any appraisal reductions that may
occur. For some of the mortgage loans that are part
of a split loan structure, the master servicer or
special servicer of another securitization may make
servicing and P&I advances for the loans included in
our trust.
APPRAISAL REDUCTIONS An appraisal reduction generally will be created in
the amount, if any, by which the principal balance of
a required appraisal loan (plus other amounts overdue
or advanced in connection with such loan) exceeds 90%
of the appraised value of the related mortgaged
property plus certain escrows and reserves (including
letters of credit) held with respect to the mortgage
loan. As a result of calculating an appraisal
reduction amount for a given mortgage loan, the
interest portion of any P&I advance for such loan
will be reduced, which will have the effect of
reducing the amount of interest available for
distribution to the certificates in reverse
alphabetical order of the classes. A required
appraisal loan will cease to be a required appraisal
loan when the related mortgage loan has been brought
current for at least three consecutive months and no
other circumstances exist, which would cause such
mortgage loan to be a required appraisal loan.
OPTIONAL TERMINATION The master servicer, the special servicer and certain
certificateholders will have the option to terminate
the trust, in whole but not in part, and purchase the
remaining assets of the trust on or after the payment
date on which the stated principal balance of the
mortgage loans then outstanding is less than 1.0% of
the initial mortgage pool balance. The purchase price
will generally be at a price equal to the unpaid
aggregate principal balance of the mortgage loans (or
fair market value in the case of REO Properties),
plus accrued and unpaid interest and certain other
additional trust fund expenses, as described in the
prospectus supplement. In addition, after the
certificate balance of the class A-1 through class E
certificates has been reduced to zero, the trust may
also be terminated, subject to the consent of the
master servicer (in its sole discretion), if all of
the remaining series 2004-GG2 certificates (excluding
class R and class LR) are held by a single
certificateholder, that certificateholder may
exchange all of the then outstanding series 2004-GG2
certificates (excluding class R and class LR) for the
mortgage loans remaining in the trust.
CONTROLLING CLASS The class of sequential pay certificates (a) which
bears the latest alphabetical class designation
(other than the class X-P, class X-C, class R and
class LR certificates) and (b) which has a
certificate balance greater than 25% of its original
certificate balance provided, however, that if no
class of sequential pay certificates satisfies clause
(b) above, the controlling class will be the
outstanding class of sequential pay certificates
bearing the latest alphabetical class designation
(other than the class X-P, class X-C, class R and
class LR certificates); provided, further, with
respect to certain issues related to the mortgage
loans that are part of a split structure, the holder
of the majority interest of the related subordinated
or pari passu companion loan may have certain
consultation or approval rights with respect to
servicing matters, as described in the prospectus
supplement.
TENANTS References in this term sheet to the rating of a
tenant may refer to the rating of a parent of the
actual tenant and the rated entity may not be an
actual party to that lease. The rated parent may not
guarantee the lease.
ERISA The offered certificates are expected to be ERISA
eligible.
SMMEA The class A-1, A-2, A-3, A-4, A-5, A-6, A-1A, B and C
certificates are expected to be "mortgage-related
securities" for the purposes of SMMEA so long as they
remain rated in one of the two highest rating
categories by a nationally recognized statistical
rating organization.
None of the offered certificates or the mortgage loans included in the trust
which back the certificates is insured or guaranteed by any governmental agency
or instrumentality or by any private mortgage insurer or by The Royal Bank of
Scotland plc, the depositor, the underwriters, the mortgage loan sellers, the
master servicer, the special servicer, or any other party.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
("Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
-8-
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
- --------------------------------------------------------------------------------
[PICTURE OMITTED] [PICTURE OMITTED]
[PICTURE OMITTED] [PICTURE OMITTED]
[PICTURE OMITTED] [PICTURE OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 9 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Las Vegas, Nevada
Property Type Retail
Size (sf) 536,890
Percentage Occupancy as of May 17, 2004 98.1%
Year Built 1999
Appraisal Value $766,000,000
Underwritten Occupancy 95.0%
Underwritten Revenues $60,543,181
Underwritten Total Expenses $18,859,673
Underwritten Net Operating Income (NOI) $41,683,508
Underwritten Net Cash Flow (NCF) $41,156,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator Archon
Cut-off Date Principal Balance(1) $189,548,779
Cut-off Date Principal Balance PSF/Unit $793.43
Percentage of Initial Mortgage Pool Balance 7.28%
Number of Mortgage Loans 1
Type of Security Fee & Leasehold
Mortgage Rate 4.78%
Original Term to Maturity (Months) 59
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 50.79
LTV Ratio at Maturity 51.32
Underwritten DSCR on NOI 1.70
Underwritten DSCR on NCF 1.68
Shadow Rating(2) "A"/"A3"
- --------------------------------------------------------------------------------
(1) The $190,000,000 loan represents a 44.5% interest in a $427,000,000 loan.
The LTV, DSCR and debt service in this table are based on the total
$427,000,000 financing net of the $37,000,000 guarantee. The Cut-Off Date
LTV (including the $37,000,000 guarantee) is 55.61%. The DSCR inclusive of
the guarantee is 1.53x.
(2) S&P and Moody's have confirmed that the Grand Canal Shoppes at the Venetian
Loan has, in the context of its inclusion in the trust, credit
characteristics consistent with that of an obligation rated "A" by S&P,
and"A3" by Moody's.
o THE LOAN. The mortgage loan (the "GRAND CANAL SHOPPES AT THE VENETIAN
LOAN") is evidenced by two notes, each of which is secured by a first
mortgage encumbering the regional mall located at 3355 Las Vegas Blvd
S, Las Vegas, Nevada and a leasehold interest in certain property
located within the Venetian Hotel (the "GRAND CANAL SHOPPES AT THE
VENETIAN PROPERTY"). The Grand Canal Shoppes at the Venetian Loan
represents approximately 7.28% of the initial mortgage pool balance.
The Grand Canal Shoppes at the Venetian Loan was originated on May 17,
2004 by Archon Financial, L.P. and was subsequently purchased by
Goldman Sachs Mortgage Company, and is now jointly owned by Goldman
Sachs Mortgage Company and Commerzbank AG, New York Branch, each
having a 76.6% and 23.4% interest, respectively, in the Grand Canal
Shoppes at the Venetian Loan. The Grand Canal Shoppes at the Venetian
Loan had an original principal balance of $190,000,000 and a principal
balance as of the cut-off date of $189,548,779, and an interest rate
of 4.78%. The Grand Canal Shoppes at the Venetian Loan facilitated the
acquisition of the property for a purchase price of $766,000,000.
The Grand Canal Shoppes at the Venetian Loan consists of two of six
pari passu mortgage loans totaling $427,000,000. The other mortgage
loans secured by the Grand Canal Shoppes at the Venetian Property (the
"GRAND CANAL SHOPPES AT THE VENETIAN COMPANION LOANS" and together
with the Grand Canal Shoppes at the Venetian Loan, the "GRAND CANAL
SHOPPES AT THE VENETIAN WHOLE LOAN") are each pari passu in right of
payment with the Grand Canal Shoppes at the Venetian Loan. The Grand
Canal Shoppes at the Venetian Loan is represented by note A1 and note
A2 with an original principal balance of $145,503,512.88 and
$44,496,487.12, respectively. Note A3, note A4, note A5 and note A6
have an original principal balance of $134,016,393.44, $40,983,606.56,
$47,480,093.68 and $14,519,906.32, respectively. The Grand Canal
Shoppes at the Venetian Loan and each Grand Canal Shoppes at the
Venetian Companion Loan have the same interest rate, maturity date and
amortization term.
The Grand Canal Shoppes at the Venetian Loan will be an asset of the
trust. The holders of the series 2004-GG2 certificates will be
entitled to receive all amounts received in respect of the Grand Canal
Shoppes at the Venetian Loan. The Grand Canal Shoppes at the Venetian
Companion Loans will not be assets of the trust.
The Grand Canal Shoppes at the Venetian Loan and the Grand Canal
Shoppes at the Venetian Companion Loans are governed by an
intercreditor agreement, as described in the prospectus supplement
under "Description of the Mortgage Pool--The Whole Loans Structure"
and will be serviced pursuant to the terms of the pooling and
servicing agreement.
The Grand Canal Shoppes at the Venetian Loan had an initial term of 59
months and has a remaining term of 57 months. The Grand Canal Shoppes
at the Venetian Loan requires payments of interest and principal based
on a 360-month schedule. The scheduled maturity date is May 1, 2009.
Voluntary prepayment of the Grand Canal Shoppes at the Venetian Loan
is prohibited
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 11 -
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TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
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until the due date in January 2009 and permitted thereafter without
penalty. Defeasance with United States government securities is
permitted on any date after the earlier of the third anniversary of
the origination date and the second anniversary of the securitization
of the Grand Canal Shoppes at the Venetian Whole Loan.
o THE PROPERTY. The Grand Canal Shoppes at the Venetian Property is a
high-end retail mall situated within The Venetian Casino Resort (the
"VENETIAN") on Las Vegas Boulevard in Las Vegas, Nevada. The Grand
Canal Shoppes at the Venetian Property has a Renaissance-Venice
streetscape motif. Decorative features include a painted vaulted
ceiling, cobblestone floor tiling, "piazza"-style retail store
groupings, and arched bridges over a winding quarter-mile long
Venetian-themed indoor water canal running the length of the main mall
corridor. The Grand Canal Shoppes at the Venetian Property contains a
total of 536,890 square feet of Gross Leasable Area (GLA) in
components including: 407,103 square feet located on the second and
third floors of the Venetian (the "MAIN MALL"), a 38,074 square foot,
three-level retail annex (the "RETAIL ANNEX") with direct frontage on
Las Vegas Boulevard, and 91,713 square feet of GLA located on the
first floor of the Venetian around the perimeter of the Venetian
Casino (the "CASINO LEVEL SPACE").
Retail tenants (with less than 10,000 sf) report average sales of
$1,008 psf. Occupancy costs, based on underwritten rent and
recoveries, are approximately 13.9% for such retail space.
Tenants of the Main Mall include Banana Republic, New Balance,
Brookstone, Kenneth Cole and Ann Taylor as well as boutique offerings
such as Davidoff, Il Prato, Jimmy Choo, BCBG Max Azria, Mikimoto,
Burberry and Dooney & Bourke. The Main Mall also houses eight
restaurants including Wolfgang Puck's Postrio, Zefferino Restaurant
and Canaletto while the Casino Level Space includes nine restaurants
such as Lutece, Delmonico Steakhouse, Valentino and AquaKnox.
The following table presents certain information relating to the major
tenants at the Grand Canal Shoppes at the Venetian Property:
TEN TENANTS BASED ON ANNUALIZED UNDERWRITTEN TOTAL RENT(1)
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED % OF TOTAL
CREDIT RATING ANNUALIZED UNDERWRITTEN ANNUALIZED
(FITCH/ MOODY'S/ TENANT % OF UNDERWRITTEN TOTAL RENT (PER UNDERWRITTEN
TENANT NAME S&P) NRSF NRSF TOTAL RENT NRSF) TOTAL RENT LEASE EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Diamond Resorts International(2) BBB/Baa2/BBB+ 10,150 1.9% $ 4,000,000 $394.09 8.8% 12/31/2013
Emporio D'Gondola(3)(4) NR/NR/NR 922 0.2% 3,500,000 3,796.10 7.7% 12/31/2028
VCR Showroom(4)(5) NR/NR/NR 38,920 7.2% 3,300,000 84.79 7.3% 12/31/2028
Tao Restaurant & Nightclub NR/NR/NR 43,679 8.1% 1,750,000 40.07 3.9% 12/31/2013
Sephora NR/NR/NR 10,074 1.9% 1,400,000 138.97 3.1% 12/31/2011
Grand Lux Cafe NR/NR/NR 19,100 3.6% 1,328,309 69.54 2.9% 12/31/2019
Delmonico Steakhouse NR/NR/NR 12,750 2.4% 1,018,336 79.87 2.2% 12/31/2009
Regis Galerie NR/NR/NR 10,711 2.0% 854,709 79.80 1.9% 12/31/2009
Zeffirino Restaurant NR/NR/NR 14,585 2.7% 816,760 56.00 1.8% 12/31/2009
Venetzia NR/NR/NR 731 0.1% 764,947 1,046.44 1.7% 12/31/2009
-------------------------------------------------------------------
TOTAL LARGEST TENANTS 161,622 30.1% 18,733,061 115.91 41.3%
Remaining Owned Tenants 365,160 68.0% 26,606,289 72.86 58.7%
Vacant Spaces (Owned Space) 10,108 1.9% 0 0.00 0.0%
-------------------------------------------------------------------
TOTAL ALL TENANTS 536,890 100.0% $46,339,350 $87.97 100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Total Rent includes $35,662,028 of Base Rent and $9,677,322 of Percentage
Rent and $1,000,000 of Specialty Leasing Rent.
(2) Diamond Resorts International (whose parent company is Marriott
International and guarantees the lease) operates a business selling
time-share properties out of three small retail kiosks in the Main Mall.
(3) Emporio D' Gondola operates the gondola ride and related small retail shop
within the Main Mall.
(4) Emporio D'Gondola and the VCR Showroom are leased by the Venetian Casino
Resort, LLC which is owned by Las Vegas Sands, Inc. whose principal
shareholder is Sheldon G. Adelson.
(5) VCR Showroom is a 12,000 seat theater, a portion of which is owned by the
borrower and leased to the Venetian Casino's Resort, LLC.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 12 -
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TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
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The following table presents certain information relating to the lease
rollover schedule at the Grand Canal Shoppes at the Venetian Property:
LEASE EXPIRATION SCHEDULE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF OF TOTAL NRSF TOTAL RENT(2) TOTAL RENT (PER NRSF)
- ------------------------------------------------------------------------------------------------------------------------------------
2004 (includes MTM) 2,627 0.5% 0.5% $ 701,933 1.5% $267.20
2005 5,231 1.0% 1.5% 502,975 1.1% 96.15
2006 9,620 1.8% 3.3% 717,970 1.6% 74.63
2007 8,096 1.5% 4.8% 979,706 2.2% 121.01
2008 11,579 2.2% 6.9% 761,450 1.7% 65.76
2009 215,448 40.1% 47.0% 17,491,122 38.6% 81.18
2010 42,005 7.8% 54.9% 2,982,902 6.6% 71.01
2011 13,200 2.5% 57.3% 1,879,107 4.1% 142.36
2012 0 0.0% 57.3% 0 0.00% 0.00
2013 101,151 18.8% 76.2% 8,879,820 19.6% 87.79
2014 & Thereafter 117,825 21.9% 98.1% 10,442,366 23.0% 88.63
Vacant 10,108 1.9% 100.0% 0 0.0% 0.00
------------------------------------------------------------------------------------------------------
TOTAL 536,890 100.0% $ 45,339,350 100.0% $ 84.45
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate percentage square footage occupied by each
tenant.
(2) Total Rent includes $35,662,028 of Base Rent and $9,677,322 of Percentage
Rent.
o THE BORROWER. The borrower is Grand Canal Shops II, LLC, a
single-asset, special-purpose entity. Legal counsel to the borrower
delivered a non-consolidation opinion in connection with the
origination of the Grand Canal Shoppes at the Venetian Loan. The
borrower is indirectly wholly-owned by GGP Holding II, Inc., the
common stock of which is wholly-owned by GGP Holding, Inc., the common
stock of which is wholly-owned by GGP Limited Partnership, a
subsidiary of General Growth Properties, Inc. There is no guarantee of
the non-recourse carve-outs of the Grand Canal Shoppes at the Venetian
Loan.
o ESCROWS. The loan documents provide during a Grand Canal Shoppes at
the Venetian Cash Sweep Period for certain escrows of real estate
taxes and insurance, tenant improvements and leasing commissions and
capital expenditures. A "GRAND CANAL SHOPPES AT THE VENETIAN CASH
SWEEP PERIOD" means the period during the continuance of an event of
default under the Grand Canal Shoppes at the Venetian Loan and/or if,
beginning on June 30, 2005, the net-operating income at the end of any
fiscal quarter of the borrower of the Grand Canal Shoppes at the
Venetian Property for the prior twelve-month period is less than 80%
of the net operating income at origination (origination date NOI)
until the net-operating income as of the end of the fiscal quarter of
the borrower of the Grand Canal Shoppes at the Venetian Property for
the prior twelve-month period is at least equal to 80% of the net
operating income at origination. Notwithstanding the foregoing, the
borrower is not required to make deposits into the insurance reserve
if the insurance escrow account under the reciprocal easement
agreement is being maintained and each party thereto is making any
required deposits. Additionally, GGP Holding, Inc. has provided a
guarantee of certain unfunded obligations of the borrower relating to
tenant leases.
o LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box. The
loan documents require the borrower to direct the tenants to pay their
rents directly to a lender-controlled sweep account. The loan
documents also require that all cash revenue received by the borrower
or the property manager (other than security deposits) be deposited
into the lender-controlled sweep account within two business days
after receipt. Unless a Grand Canal Shoppes at the Venetian Cash Sweep
Period is continuing, on each business day any amounts in the
lender-controlled sweep account are swept to an account specified by
the borrower. During any Grand Canal Shoppes at the Venetian Cash
Sweep Period, on each business day any amounts in the
lender-controlled sweep account are swept to a lender-controlled cash
management account. All amounts remaining in the lender-controlled
cash
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
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management account after payment of the monthly debt service, all
required reserves as described above and any other amounts due under
the Grand Canal Shoppes at the Venetian Loan will be remitted to an
account designated by the borrower. After the occurrence and during
the continuation of an event of default, all amounts remaining in the
lender-controlled cash management account after payment of the monthly
debt service, all required reserves as described above and any other
amounts due under the Grand Canal Shoppes at the Venetian Loan are
required to be deposited into a reserve account and held as additional
collateral for the loan except that prior to an acceleration or
monetary event of default, the lender is required to disburse funds
against invoices for operating expenses pursuant to a budget approved
by lender.
o PROPERTY MANAGEMENT. The Grand Canal Shoppes at the Venetian Property
may be self-managed or may be managed by certain affiliates of
borrower or a manager or any management company for whom each Rating
Agency has confirmed in writing will not cause the downgrade,
withdrawal or qualification of then current ratings of any class of
the series 2004-GG2 certificates. The lender may require the borrower
to cease managing the property or replace the property manager if an
event of default under the Grand Canal Shoppes at the Venetian Loan
has occurred and is continuing. The fees of any successor manager
during the continuance of a Grand Canal Shoppes at the Venetian Cash
Trap Period may not exceed market rates for comparable properties in
the applicable geographic area.
o MASTER LEASE. The borrower net leases the Casino Level Space pursuant
to a master lease with Venetian Casino Resort, LLC. The master lease
has a remaining term of approximately 89 years and an annual rent of
$1 per year. The borrower is responsible for paying all taxes and
expenses relating to the Casino Level Space, and at the expiration of
the term of the master lease has the option to purchase fee title to
the Casino Level Space for a nominal exercise price. Generally, the
master lease requires that any portion of the Casino Level Space that
is currently used as restaurant or retail venue continue to be used
for such purpose. Additionally, new restaurant tenants (other than
tenants to be located in the food court located in the casino level
space) are required to meet certain quality standards and may not be
part of a franchised chain.
o RECIPROCAL EASEMENT AGREEMENT. The borrower is a party to a reciprocal
easement agreement with respect to the Grand Canal Shoppes at the
Venetian Property which governs the interrelationship between the
Grand Canal Shoppes at the Venetian Property and the Venetian. Under
the reciprocal easement agreement, the borrower covenants to
continuously operate the Grand Canal Shoppes at the Venetian Property
and has agreed to maintain the quality standards of the tenant mix at
the property. In addition, the borrower is prohibited from leasing
space to competitors of the Venetian and other businesses inconsistent
with such quality standards. Casualty and business interruption
insurance coverage for the Grand Canal Shoppes at the Venetian
Property is currently provided by a blanket insurance policy covering
the Venetian and meeting the requirements under the reciprocal
easement agreement. Proceeds of such insurance, as well as
condemnation proceeds, are required to be administered in accordance
with the provisions of the reciprocal easement agreement. Under the
reciprocal easement agreement, a transfer of the Grand Canal Shoppes
at the Venetian Property (other than to lender (or a subsequent
transferee) in connection with foreclosure of a mortgage secured by
the property) is subject to a right of first offer in favor of the
owner of the Venetian. Additionally, the owner of the Venetian Casino
Resort has the right to cure certain defaults of borrower under the
Grand Canal Shoppes at the Venetian Casino Whole Loan and, in the case
of an acceleration of the Grand Canal Shoppes at the Venetian Whole
Loan, has the right, subject to satisfaction of certain conditions, to
purchase the Grand Canal Shoppes at the Venetian Whole Loan at a price
equal to the sum of (1) the principal balance of the Grand Canal
Shoppes at the Venetian Whole Loan, (2) accrued and unpaid interest on
the Grand Canal Shoppes at the Venetian Whole Loan, (3) all other
amounts owed by the borrower under the loan documents as of the date
of the purchase and (4) all reasonable fees and expenses incurred by
the lender in connection with the purchase.
o NEW RETAIL FACILITY. The owners of the Venetian are developing a
hotel, casino and retail complex adjacent to the Venetian, which is
currently scheduled to be completed in the fourth quarter of 2006. An
affiliate of the borrower has entered into a forward commitment to
purchase the retail complex (which will be contiguous with the Grand
Canal Shoppes at the Venetian Property), subject to satisfaction of
certain conditions. Upon completion, the parties have agreed to
operate the Grand Canal Shoppes at the Venetian Property and the new
retail complex as an "integrated" mall, including, among other things,
providing for joint maintenance, leasing, marketing, management and
operation. In the event borrower's affiliate defaults in its
obligation to purchase the new retail complex, among other remedies,
the owner of the Venetian may purchase the equity interests in the
borrower for a purchase price not less than the then-outstanding
principal amount of the Grand Canal Shoppes at the Venetian Whole
Loan.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - GRAND CANAL SHOPPES AT THE VENETIAN
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o EARNOUT GUARANTEE. GGP Holdings, Inc. has provided a guarantee of the
Grand Canal Shoppes at the Venetian Whole Loan in the amount of
$37,000,000, which amount will be reduced without reinstatement on a
quarterly basis by an amount equal to (i) the product of (a) trailing
12-month actual net operating income for the most recently ended
quarter less $43,700,000 multiplied by (b) 9.0 less (ii) any reduction
amounts applied at a prior determination date.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Grand Canal Shoppes at
Venetian loan documents permit, among other things, (a) the pledge of
indirect interests in the borrower to secure certain inter-affiliate
debt and (b) the pledge of direct interests in borrower, or issuance
by borrower of preferred equity, or debt granting similar rights as
preferred equity, so long as confirmation is received from each rating
agency that the debt would not result in the downgrade, withdrawal or
qualification of then then-current ratings on the certificates.
o TERRORISM INSURANCE. The loan documents require the borrower to
maintain insurance coverage for terrorism, satisfactory to lender
(either through such policies not containing a terrorism exclusion, or
through separate policies from insurers with ratings reasonably
satisfactory to lender). The borrower is required to maintain the
terrorism insurance described in the preceding sentence for the year
in which the origination date occurs and thereafter is required to use
commercially reasonable efforts, consistent with those of prudent
owners of institutional quality commercial real estate, to maintain
such terrorism coverage at all times while the Grand Canal Shoppes at
the Venetian Whole Loan is outstanding, provided that such coverage is
available at commercially reasonable rates. See "Risk
Factors--Property Insurance" in the prospectus supplement. The
terrorism coverage is currently provided by a blanket insurance policy
covering the Venetian and meeting requirements under the reciprocal
easement agreement. Proceeds of such insurance are required to be
administered in accordance with the provisions of the reciprocal
easement agreement, with an amount of up to the first $120,000,000
being paid to lender, with remaining proceeds then being distributed
in accordance with the reciprocal easement agreement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - DAILY NEWS BUILDING
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[[PICTURE OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - DAILY NEWS BUILDING
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[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - DAILY NEWS BUILDING
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) New York, New York
Property Type Office
Size (SF) 1,102,147
Percentage Occupancy as of July 1, 2004 99.1%
Year Built/Renovated 1930, 1958-
1960/1996, 1999
Appraisal Value $330,000,000
Underwritten Occupancy 96.0%
Underwritten Revenues $43,176,762
Underwritten Total Expenses $19,384,473
Underwritten Net Operating Income (NOI) $23,792,289
Underwritten Net Cash Flow (NCF) $21,759,296
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator Archon
Cut-off Date Principal Balance $154,000,000
Cut-off Date Principal Balance PSF $139.73
Percentage of Initial Mortgage Pool Balance 5.91%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 4.4901%
Original Term to Maturity (Months) 118
Original Amortization Term (Months) (1) 35 IO; 324 thereafter
Cut-off Date LTV Ratio 46.67%
LTV Ratio at Maturity 39.70%
Underwritten DSCR on NOI 2.41
Underwritten DSCR on NCF 2.21
Shadow Ratings (2) "BBB"/"Baa2"
- --------------------------------------------------------------------------------
(1) The loan includes an up-front IO period; however, the UW DSCR reflects the
future amortizing payment.
(2) S&P and Moody's have confirmed that the Daily News Building Loan has, in
the context of its inclusion in the trust, credit characteristics
consistent with that of an obligation rated "BBB" by S&P, and"Baa2" by
Moody's.
o THE LOAN. The mortgage loan (the "DAILY NEWS BUILDING LOAN") is
evidenced by a senior note and is secured by a first mortgage
encumbering the office building located at 220 E 42nd Street, New
York, New York (the "DAILY NEWS BUILDING PROPERTY"). The Daily News
Building Loan represents approximately 5.91% of the initial mortgage
pool balance. The Daily News Building Loan was originated on December
9, 2003, has an original principal balance and a principal balance as
of the cut-off date of $154,000,000, and an interest rate of 4.4901%.
The Daily News Building Loan is a senior interest of a whole mortgage loan
(the "DAILY NEWS BUILDING WHOLE LOAN") with an original principal balance
of $154,000,000. The junior companion loan to the Daily News Building Loan
is evidenced by a junior note (the "DAILY NEWS BUILDING SUBORDINATE
COMPANION LOAN"), with an original principal balance of $56,000,000 and an
interest rate of 7.29%, which loan is subordinate to the Daily News
Building Loan. The Daily News Building Subordinate Companion Loan is not an
asset of the trust.
The loans comprising the Daily News Building Whole Loan are governed by an
intercreditor agreement, as described in the prospectus supplement under
"Description of the Mortgage Pool--The Whole Loans" and will be serviced
pursuant to the terms of the pooling and servicing agreement. The DSCR and
LTV on the Daily News Building Loan are 2.21x and 46.67%, respectively,
while the DSCR and LTV on the Daily News Building Whole Loan are 1.49x and
63.64% respectively.
The Daily News Building Loan had an initial term of 118 months and has a
remaining term of 111 months. The Daily News Building Loan requires payment
of interest-only for the first 35 months and amortizes thereafter based on
a 324-month amortization schedule, with required principal and interest
payments of $821,048 beginning January 1, 2007. The scheduled maturity date
is November 1, 2013. Voluntary prepayment of the Daily News Building Loan
is prohibited until the due date in August 2013 and permitted thereafter
without penalty. Defeasance with United States government securities is
permitted on any date after the earlier of (i) the third anniversary of the
origination date and (ii) the first payment date after the second
anniversary of the closing date of the securitization of the Daily News
Building Whole Loan.
o THE PROPERTY. The Daily News Building Property is a 39-story,
1,102,147 sf building located in the Grand Central District of the
Midtown Office District. The property was built in 1930 and was
renovated and expanded in 1960, with periodic updates including in
1999. As of July 1, 2004, the property was 99.1% leased to
approximately 50 tenants. The three largest leases in the building
represent 57.7% of the space and include leases to Omnicom Group, Inc.
(38.0% or 419,111 sf), WPIX Inc./Tribune NY Radio Inc. (11.4% or
126,042 sf) and United Nations Population Fund (8.3% or 91,021 sf).
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 18 -
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GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - DAILY NEWS BUILDING
- --------------------------------------------------------------------------------
The following table presents certain information relating to the major
tenants at the Daily News Building Property:
TEN TENANTS BASED ON ANNUALIZED UNDERWRITTEN TOTAL RENT
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED % OF TOTAL
ANNUALIZED UNDERWRITTEN ANNUALIZED
CREDIT RATING % OF UNDERWRITTEN BASE RENT UNDERWRITTEN LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) TENANT NRSF NRSF BASE RENT (PER NRSF) BASE RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Omnicom Group, Inc. A-/ Baa1/ A- 419,111 38.0% $12,559,234 $29.97 34.8% 5/31/2008 -
4/30/2017
United Nations Population Fund NR/ NR/ NR 91,021 8.3% 3,936,840 43.25 10.9% 12/31/2010
WPIX, Inc./Tribune NY Radio Inc. A/ A3/ A 126,042 11.4% 3,916,839 31.08 10.9% 3/31/2010
Bell Atlantic NY Directory Sales A+/ NR/ A+ 71,610 6.5% 1,933,452 27.00 5.4% 8/31/2006
Company
Value Line, Inc. NR/ NR/ NR 70,745 6.4% 1,787,976 25.27 5.0% 5/31/2008
Pfizer, Inc. AAA/ Aaa/ AAA 41,575 3.8% 1,288,825 31.00 3.6% 3/31/2013
The Witkoff Group, LLC NR/ NR/ NR 20,083 1.8% 1,104,564 55.00 3.1% 3/14/2013
Executive Monetary Management, NR/ NR/ A 15,501 1.4% 916,308 59.11 2.5% 4/30/2013
Inc.
Martin, Clearwater & Bell NR/ NR/ NR 33,613 3.0% 813,180 24.19 2.3% 12/31/2017
Neuberger Berman, Inc. A+/ A1/ A 15,731 1.4% 767,400 48.78 2.1% 4/30/2013
TOTAL LARGEST TENANTS 905,032 82.1% 29,024,618 32.07 80.4%
Remaining Tenants 186,947 17.0% 7,059,162 37.76 19.6%
Vacant Space 10,168 0.9%
-------------------------------------------------------------
TOTAL ALL TENANTS 1,102,147 100.0% $36,083,780 $33.04 100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent company whether or not it
guarantees the lease.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - DAILY NEWS BUILDING
- --------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at the Daily News Building Property:
Lease Expiration Schedule(1)
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
YEAR ENDING EXPIRING % OF CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
DECEMBER 31, NRSF TOTAL NRSF OF TOTAL NRSF BASE RENT BASE RENT (PER NRSF)
- ------------------------------------------------------------------------------------------------------------------------------------
2004 7,311 0.7% 0.7% $251,716 0.7% $34.43
2005 23,463 2.1% 2.8% 833,320 2.3% 35.52
2006 84,804 7.7% 10.5% 2,397,886 6.6% 28.28
2007 15,836 1.4% 11.9% 721,483 2.0% 45.56
2008 79,597 7.2% 19.1% 2,186,969 6.1% 27.48
2009 61,297 5.6% 24.7% 2,244,682 6.2% 36.62
2010 252,952 23.0% 47.7% 9,175,679 25.4% 36.27
2011 16,979 1.5% 49.2% 445,450 1.2% 26.24
2012 14,427 1.3% 50.5% 681,761 1.9% 47.26
2013 105,631 9.6% 60.1% 4,656,928 12.9% 44.09
2014 & Thereafter 429,682 39.0% 99.1% 12,487,906 34.6% 29.06
Vacant 10,168 0.9% 100.0% 0 0.0% 0.00
-----------------------------------------------------------------------------------------------------
TOTAL 1,102,147 100.0% $36,083,780 100.0% $33.04
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower is SLG 220 News Owner LLC, a single asset,
special purpose entity. Legal counsel to the borrower delivered a
non-consolidation opinion in connection with the origination of the
Daily News Building Loan. The borrower is owned by SL Green Realty
Corp. SL Green Realty Corp. is the guarantor of the non-recourse
carve-outs of the Daily News Building Loan.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes, insurance, tenant improvements and leasing commissions and
capital expenditures. In addition, on the closing date, the borrower
was required to either (i) deposit $2,696,000 into a deferred
maintenance and environmental escrow account or (ii) deliver to the
lender a letter of credit for such amount. Further, on the closing
date, the borrower was required to either (i) deposit $2,415,634 into
an unfunded obligations account or (ii) deliver to the lender a letter
of credit for such amount.
o LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which
is already in place. The loan documents require the borrower to direct
tenants to pay their rents directly to a lender-controlled account.
The loan documents also require that all rents received by the
borrower or the property manager be deposited into the
lender-controlled account (as well as any other rents, receipts,
security deposits or payments related to lease termination or tenant
default) within one business day of receipt. On each business day, any
amounts in the lender-controlled account in excess of those required
for the payment of the monthly debt service and required reserves are
swept to an account specified by the borrower.
o PROPERTY MANAGEMENT. SL Green Management LLC, the property manager for
the Daily News Building Property (the "DAILY NEWS BUILDING PROPERTY
MANAGER"), is affiliated with the borrower. The lender may replace the
Daily News Building Property Manager (i) if an event of default is
continuing, (ii) if the manager is insolvent or in bankruptcy or
receivership, or (iii) upon the fraud or willful misconduct of the
manager. The Daily News Building Property Manager is entitled to
management fees equal to 4% of the gross amounts collected as rent and
additional rent and 10% of the cost of all tenant installations and
capital improvements that the Daily News Property Manager is
responsible for supervising.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. The Daily News Building
Property also secures the Daily News Building Subordinate Companion
Loan, which is subordinate to the Daily News Building Loan, as
described in the prospectus supplement under "Description of the
Mortgage Pool--The Whole Loans". In addition, the borrower is
permitted to incur up to $50,000,000 in
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 20 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - DAILY NEWS BUILDING
- --------------------------------------------------------------------------------
mezzanine debt so long as (i) at least 51% of the mezzanine debt is
held by certain affiliates of the borrower or other entity meeting
certain financial requirements regularly engaged in the business of
originating and/or owning commercial mortgages and/or mezzanine loans
("DAILY NEWS BUILDING QUALIFIED MEZZANINE LENDER"), (ii) the sum of
the outstanding principal balance of the Daily News Building Whole
Loan and the principal balance of the mezzanine loan is not equal to
more than 80% of the current market value of the Daily News Building
Property, based on appraisals not more than 6 months old as of the
date of origination of the mezzanine loan, (iii) the resulting
combined DSCR of the Daily News Building Whole Loan and the mezzanine
loan would not be less than 1.20x, (iv) no event of default is
continuing at the time of origination of the mezzanine loan, (v) the
Daily News Building Qualified Mezzanine Lender enters into an
intercreditor agreement with the lender in form and substance
reasonably agreed by the lender and the borrower; (vi) the borrower
receives confirmation from each Rating Agency that the incurrence of
the mezzanine loan will not cause the downgrade, withdrawal or
qualification of then current ratings of any class of the series 2004
GG2 certificates, and (vii) the borrower received the consent of the
holder of the Daily News Building Subordinate Companion Loan.
o OTHER ENCUMBRANCES. None permitted.
o TERRORISM INSURANCE. The borrower is required to maintain TRIA format
coverage for terrorism (which may be part of the borrowers "all risks"
policy or as a separate policy), providing casualty, business
interruption and liability coverage in an amount no less than the
maximum insurable value of the Daily News Building Property, if and to
the extent that such coverage (i) is then being obtained by prudent
owners of real estate in the United States of a similar type and
quality and in a similar location to the Daily News Building Property
or (ii) is otherwise available for an annual premium that is less than
or equal to $375,000 (such annual premium to be computed after taking
into account the effect of any subsidies or credits that may be
provided to the borrower by or pursuant to any law, regulation, policy
or other initiative relating to the purchase and/or maintenance of
terrorism insurance enacted by any governmental authority). If neither
clause (i) nor clause (ii) of the preceding sentence is satisfied,
then the borrower is required to obtain terrorism coverage (at a
premium, computed as set forth in the previous sentence, that does not
exceed $375,000) from such insurers, and with such coverage, as shall
be acceptable to lender in its reasonable discretion; See "Risk
Factors--Property Insurance" in the prospectus supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 21 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - 1441 BROADWAY
- --------------------------------------------------------------------------------
[PICTURE OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 22 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - 1441 BROADWAY
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 23 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - 1441 BROADWAY
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) New York, New York
Property Type Office
Size (sf) 460,356
Percentage Occupancy as of March 1, 2004 97.3%
Year Built / Renovated 1929 / 1976
Appraisal Value $175,000,000
Underwritten Occupancy 98.6%
Underwritten Revenues $22,740,106
Underwritten Total Expenses $9,193,777
Underwritten Net Operating Income (NOI) $13,546,329
Underwritten Net Cash Flow (NCF) $12,740,814
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $132,647,486
Cut-off Date Principal Balance PSF/Unit $288.14
Percentage of Initial Mortgage Pool Balance 5.09%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 6.0260%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 75.8%
LTV Ratio at Maturity 64.5%
Underwritten DSCR on NOI 1.41
Underwritten DSCR on NCF 1.33
- --------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "1441 BROADWAY LOAN") is evidenced by a
single note and is secured by a first mortgage encumbering an office
building located at 1441 Broadway, New York, New York (the "1441 BROADWAY
PROPERTY"). The 1441 Broadway Loan represents approximately 5.09% of the
initial mortgage pool balance. The 1441 Broadway Loan was originated on
April 22, 2004, had an original principal balance of $133,000,000 and a
principal balance as of the cut-off date of $132,647,486, and an interest
rate of 6.0260%. The proceeds of the 1441 Broadway Loan were used to
refinance an existing loan.
The 1441 Broadway Loan is the senior portion of a whole mortgage loan with
an original principal balance of $140,000,000. The companion loan to the
1441 Broadway Loan is evidenced by a separate note with an original
principal balance of $7,000,000 and a principal balance as of the cut-off
date of $6,981,447 and an interest rate of 6.0260% (the "1441 BROADWAY
SUBORDINATE COMPANION LOAN"). The 1441 Broadway Subordinate Companion Loan
is not an asset of the trust. The 1441 Broadway Loan and the 1441 Broadway
Subordinate Companion Loan (collectively, the "1441 BROADWAY WHOLE LOAN")
are governed by a co lender agreement, as described in the prospectus
supplement under "Description of the Mortgage Pool--The Whole Loans" and
will be serviced pursuant to the terms of the 2004 GG2 pooling and
servicing agreement. The DSCR and LTV on the 1441 Broadway Loan are 1.33x
and 75.8%, respectively, and the DSCR and LTV on the 1441 Broadway Whole
Loan are 1.26x and 79.8%, respectively.
The 1441 Broadway Loan had an initial term of 120 months and has a
remaining term of 117 months. The 1441 Broadway Loan amortizes based on a
360-month schedule, with required monthly payments of $799,626.77. The
scheduled maturity date is May 1, 2014. Voluntary prepayment of the 1441
Broadway Loan is prohibited until March 1, 2014 and permitted thereafter
without penalty. Defeasance with United States government securities is
permitted after the second anniversary of the securitization closing date.
o THE PROPERTY. The 1441 Broadway Property is a 460,356 square foot pre-war
34-story multi-tenant office building that is located on 41st Street
between Broadway and Seventh Avenue in New York City, New York. The 1441
Broadway Property was built in 1929 and underwent a substantial renovation
in the mid-1970's, when the major tenant, Liz Claiborne, Inc. first took
occupancy. The building is located 1-block south of Times Square with
northern exposure along 41st Street and maintains a wedding-cake setback
design that begins to recede above the 17th floor. The average floor plates
are between 17,000 and 18,000 sf between floors 2 and 17 and between 4,000
sf and 8,500 sf on the highest floors. The building houses eight passenger
elevators and five freight elevators. The floors have 15 foot column
spacing and 270 degree views along Broadway, West 41st Street and 7th
Avenue. The area surrounding the 1441 Broadway Property has amenities
including restaurants, shows and entertainment. Additionally, the building
has access to public transportation via the west side subway lines, the
42nd Street subway shuttle, cross-town buses and is in walking distance to
both Penn Station and Grand Central Station.
As of March 1, 2004, the 1441 Broadway Property was 97.3% occupied and was
100% leased as of July 15, 2004. The property has maintained occupancy
levels of greater than 95% over the past ten years. The largest tenant, Liz
Claiborne (75.6% of total rentable area) leases floors 2 through 22, in
which it maintains its corporate headquarters and showroom spaces. Liz
Claiborne has maintained a presence in the building for almost 30 years and
has maintained its corporate headquarters in the building for more than 20
years. It has been reported by the borrower that Liz Claiborne has invested
over $45 million at the 1441 Broadway
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 24 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - 1441 BROADWAY
- --------------------------------------------------------------------------------
Property in both tenant improvements and infrastructure, including, among
other things, providing their own air conditioning and electrical systems.
The following table presents certain information relating to the major
tenants at the 1441 Broadway Property:
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
UNDERWRITTEN UNDERWRITTEN BASE BASE RENT
TENANT NAME TENANT NRSF % OF NRSF BASE RENT ($) RENT ($ PER SF) LEASE EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Liz Claiborne, Inc. 347,938 75.6% $12,230,752 71.7% $35.15 1/31/2007 & 12/31/2012(1)
Office Depot 19,451 4.2% 1,100,000 6.5% 56.55 12/31/2014
Gloria Vanderbilt Apparel Co. 12,730 2.8% 522,845 3.1% 41.07 1/31/2007 & 7/31/2007
Tommy Hilfiger Handbags 11,328 2.5% 432,198 2.5% 38.15 3/31/2010
Belford Inc 10,001 2.2% 397,200 2.3% 39.72 2/28/2006 & 3/31/2006
Segret, Inc 10,762 2.3% 387,432 2.3% 36.00 6/30/2006
TOTAL LARGEST TENANTS 412,210 89.5% 15,070,427 88.4% 36.56
Remaining Tenants 35,557 7.7% 1,982,378 11.6% 55.75
Vacant Space 12,589 2.7%
----------------------------------------------------------------------------
TOTAL ALL TENANTS 460,356 100.0% $17,052,805 100.0% $37.04
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Liz Claiborne occupies 54,378 sf under a lease expiring in 2007 and 293,560
sf under a lease expiring in 2012.
The following table presents certain information relating to the lease
rollover schedule at the 1441 Broadway Property:
LEASE EXPIRATION SCHEDULE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE BASE RENT
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF OF TOTAL NRSF BASE RENT ($) RENT ($ PER SF)
- ------------------------------------------------------------------------------------------------------------------------------------
2004 4,857 1.1% 1.1% $310,525 1.8% 63.93
2005 200 0.0% 1.1% 15,000 0.1% 75.00
2006 28,291 6.1% 7.2% 1,129,736 6.6% 39.93
2007 74,793 16.2% 23.5% 2,790,722 16.4% 37.31
2008 220 0.0% 23.5% 61,586 0.4% 279.94
2009 759 0.2% 23.7% 143,500 0.8% 189.06
2010 12,828 2.8% 26.5% 493,218 2.9% 38.45
2011 0 0.0% 26.5% 0 0.0% 0.00
2012 300,160 65.2% 91.7% 10,610,197 62.2% 35.35
2013 2,333 0.5% 92.2% 100,696 0.6% 43.16
2014 Thereafter 23,326 5.1% 97.3% 1,397,625 8.2% 48.57
Vacant 12,589 2.7% 100.0%
------------------------------------------------------------------------------------------------------
TOTAL 460,356 100.0% $17,052,805 100.0% $37.04
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrowers, Lechar Realty Corp. and Lechar Realty,
LLC, are each a single-asset, bankruptcy-remote entity with an
independent director. Legal counsel to the lender delivered a
non-consolidation opinion in connection with the origination of the
1441 Broadway Loan. Each borrower is directly and indirectly owned by
and controlled by Leon H. Charney. Mr. Charney guaranteed the
non-recourse carveouts of the 1441 Broadway Loan. In connection with
such guarantee, Mr. Charney is required to maintain $25,000,000 in net
worth and $5,000,000 in liquidity. Mr. Charney is a New York based
attorney and real estate investor who has invested in New York City
commercial real estate since 1980. The 1441 Broadway Property was
purchased from Jerome and Myron Minskoff in 1981. The majority of Mr.
Charney's buildings have been located within the Garment District in
New York and he has significant experience owning and managing
buildings in this area and has long-standing relationships with
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 25 -
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - 1441 BROADWAY
- --------------------------------------------------------------------------------
various garment district tenants. The borrowers are affiliated with
the borrower under the mortgage loan identified herein and on Annex C
to the prospectus supplement as 1410 Broadway, which mortgage loan is
also an asset of the trust.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance premiums. Additionally, the loan documents require
the borrowers to make monthly payments totaling $115,089 per year for
replacement reserves. The borrowers are also required to deposit any
lease termination payments and security deposits applied or other
payments received on account of lease defaults or lease terminations
into a tenant improvement and leasing commission reserve. The loan
documents also provide for an additional springing tenant improvement
and leasing commission reserve (the "LIZ CLAIBORNE RESERVE") in the
event that (i) the lease to Liz Claiborne (the "LIZ CLAIBORNE LEASE")
is cancelled or terminated prior to December 31, 2012, (ii) Liz
Claiborne (or any successor or assign) ceases to operate its business
at the 1441 Broadway Property, (iii) Liz Claiborne (or any successor
or assign) fails to make any regularly scheduled rental payments under
the Liz Claiborne Lease, or (iv) Liz Claiborne (or any successor or
assign) becomes the subject of an insolvency proceeding. The Liz
Claiborne Reserve will also be automatically triggered on August 31,
2010 irrespective of the events referred to above. Upon a Liz
Claiborne Reserve trigger, excess cash flow from the 1441 Broadway
Property will be swept into the Liz Claiborne Reserve until such time
as Liz Claiborne renews or extends the Liz Claiborne Lease, the space
subject to the Liz Claiborne Lease has been re-leased and/or lender
has determined that sufficient funds exist in the Liz Claiborne
Reserve to pay for anticipated tenant improvement costs and leasing
commissions with respect to such space. If the Liz Claiborne Reserve
was triggered due to (a) clause (iii) above, excess cash flow from the
1441 Broadway Property will be swept into the Liz Claiborne Reserve
until such time as the failure to pay rent has been cured and has not
occurred again for a period of 6 consecutive months, (b) clause (iv)
above, excess cash flow from the 1441 Broadway Property will be swept
into the Liz Claiborne Reserve until such time as such insolvency
proceeding has been terminated and the Liz Claiborne Lease has been
affirmed, assumed or assigned in a matter satisfactory to lender.
o LOCK BOX AND CASH MANAGEMENT. The loan requires a soft lock box, which
is already in place. The loan documents require that all rents
received by the borrowers or the property manager be deposited into a
lender-controlled account (as well as any other rents, receipts,
security deposits or payments related to lease termination or default)
within one business day after receipt. Unless a 1441 Cash Trap Period
is in effect, any amounts in the lender controlled account are
required to be swept on a daily basis into the borrower's operating
account. A "1441 CASH TRAP PERIOD" means any period during which (i)
an event of default (as defined in the loan documents) is continuing,
until the event of default is cured, (ii) the DSCR (based on actual
net cash flow) as of the end of any calendar quarter, is less than
1.05x, until the DSCR minimum threshold has been achieved for two
consecutive calendar quarters, and (iii) during any time that the Liz
Claiborne Reserve is triggered, as described under "Escrows" above.
o PROPERTY MANAGEMENT. An affiliate of the borrowers, L.H. Charney
Associates, Inc., is the property manager for the 1441 Broadway
Property. The lender may replace the property manager (i) if an event
of default under the loan agreement is continuing, (ii) if the manager
is in material default under the management agreement or (iii) upon
the gross negligence, malfeasance or willful misconduct of the
manager. The annual management fee is 5% of gross receipts, provided
that during a 1441 Cash Trap Period, the annual management fee is
capped at 2% of gross receipts. Leasing commissions are payable
separately based on a fixed schedule.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Other than the 1441 Broadway
Subordinate Companion Loan, mezzanine or subordinate indebtedness is
not permitted.
o TERRORISM INSURANCE. The 1441 Broadway Property is insured against
acts of terrorism as part of its "all-risk" property coverage. The
loan documents require the borrowers to maintain terrorism insurance
in an amount equal to 100% of the full replacement cost of the 1441
Broadway Property, provided that such coverage is available. In the
event terrorism insurance is not included as port of the "all risk"
property policy, the borrower will be required to purchase terrorism
insurance at a cost up to the Terrorism Premium Cap (defined below).
If the insurance premiums for such policy exceed the Terrorism Premium
Cap, the lender may, at its option (1) purchase such stand-alone
terrorism insurance policy, and require that the borrowers pay the
portion of the premiums equal to the Terrorism Premium Cap or (2)
modify the deductible amounts, policy limits and other required policy
terms to reduce the insurance premiums payable with respect to such
stand-alone terrorism policy to the Terrorism Premium Cap. As used
herein, "TERRORISM PREMIUM CAP" means an amount which is equal to 150%
of the aggregate amount of insurance premiums paid for physical hazard
insurance for the last policy year in which coverage for terrorism was
included as part of the "all risk" property policy, adjusted annually
by a percentage equal to the increase in the Consumer Price Index. See
"Risk Factors--Property Insurance" in the prospectus supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 26 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - Garden State Plaza
- --------------------------------------------------------------------------------
[PICTURES OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 27 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - Garden State Plaza
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 28 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - GARDEN STATE PLAZA
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Paramus, New Jersey
Property Type Retail
Size (sf) 1,470,454(owned)
Percentage (Mall Shop) Occupancy as of 95.1%
March, 15, 2004
Year Built / Renovated 1957/1997
Appraisal Value $977,200,000
Underwritten Occupancy 95.1%
Underwritten Revenues $81,826,292
Underwritten Total Expenses $18,830,618
Underwritten Net Operating Income (NOI) $62,995,674
Underwritten Net Cash Flow (NCF) $62,006,522
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator Archon
Cut-off Date Principal Balance(1) $130,000,000
Cut-off Date Principal Balance PSF $353.63
Percentage of Initial Mortgage Pool Balance 4.99%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 4.9796%
Original Term to Maturity 120
Original Amortization Term N/A
Cut-off Date LTV Ratio 53.21%
LTV Ratio at Maturity 53.21%
Underwritten DSCR on NOI 2.40
Underwritten DSCR on NCF 2.36
Shadow Ratings (2) "AA"/"A2"
- --------------------------------------------------------------------------------
(1) The $130,000,000 loan represents a 25% interest in a $520,000,000 loan. All
aggregate LTV, DSCR, debt service and loan PSF in this table are based on
the total $520,000,000 financing.
(2) S&P and Moody's have confirmed that the Garden State Plaza Loan has, in the
context of its inclusion in the trust, credit characteristics consistent
with that of an obligation rated "AA" by S&P, and"A2" by Moody's.
o THE LOAN. The mortgage loan (the "GARDEN STATE PLAZA LOAN") is
evidenced by a note that is secured by a first mortgage encumbering
the regional mall located at One Garden State Plaza (the "GARDEN STATE
PLAZA PROPERTY") in Paramus, New Jersey at the intersection of Route 4
and Route 17. The Garden State Plaza Loan represents approximately
4.99% of the initial mortgage pool balance. The Garden State Plaza
Loan was jointly originated on May 18, 2004 by German American Capital
Corporation, Lehman Brothers Bank FSB, UBS Real Estate Investments,
Inc. and Archon Financial, L.P. The Garden State Plaza Loan had an
original principal balance and a principal balance as of the cut-off
date of $130,000,000, and an interest rate of 4.9796%. The Garden
State Plaza Loan was used to refinance existing debt on the Garden
State Plaza Property.
The Garden State Plaza Loan is one of four pari passu mortgage loans
totaling $520,000,000. The other mortgage loans secured by the Garden State
Plaza Property (the "GARDEN STATE PLAZA COMPANION LOANS" and together with
the Garden State Plaza Loan, the "GARDEN STATE PLAZA WHOLE LOAN") are each
pari passu in right of payment with the Garden State Plaza Loan. The Garden
State Plaza Loan and each of Garden State Plaza Companion Loans have the
same interest rate, maturity date and amortization term. The Garden State
Plaza Loan is represented by note A-4. The Garden State Plaza Companion
Loans consist of the following three pari passu notes, with an aggregate
original principal balance of $390,000,000:
o Note A-1, in the original principal amount of $130,000,000, which was
deposited by UBS Real Estate Investments, Inc. into a prior
securitization (LB-UBS 2004 C4);
o Note A-2, in the original principal amount of $130,000,000, which was
deposited by Lehman Brothers Bank FSB into a prior securitization
(LB-UBS 2004 C4); and
o Note A-3, in the original principal amount of $130,000,000, which was
deposited by German American Capital Corporation into a prior
securitization (COMM 2004-LNB3);
The Garden State Plaza Loan will be an asset of the trust. The holders of
the series 2004-GG2 certificates will be entitled to receive all amounts
received in respect of the Garden State Plaza Loan. The Garden State Plaza
Companion Loans will not be assets of the trust.
The Garden State Plaza Loan and the Garden State Plaza Companion Loans are
governed by an intercreditor agreement, as described in the prospectus
supplement under "Description of the Mortgage Pool--Split Loan Structure"
and will be serviced pursuant to the terms of the LB-UBS 2004-C4 pooling
and servicing agreement. Midland Loan Services, Inc. is the primary
servicer of the Garden State Plaza Whole Loan.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 29 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - GARDEN STATE PLAZA
- --------------------------------------------------------------------------------
The Garden State Plaza Loan had an initial term of 120 months and has a
remaining term of 118 months. The Garden State Plaza Loan requires payments
of interest-only for its entire term. The scheduled maturity date is June
6, 2014. Voluntary prepayment of the Garden State Plaza Whole Loan is
prohibited until the due date in December 2013 and permitted thereafter
without penalty. Defeasance with United States government securities is
permitted any date after the earlier of (i) May 18, 2007 and (ii) the
second anniversary of the last securitization of any mortgage loan secured
by the Garden State Plaza Property.
o THE PROPERTY. The Garden State Plaza Property is a super-regional
shopping mall with 5 anchors and approximately 268 stores with a total
gross leasable area of 1,986,941 sf, of which 1,470,454 sf is part of
the collateral. The Garden State Plaza Property is located in Paramus,
New Jersey at the intersection of Route 4 and Route 17. The Garden
State Plaza Property is anchored by a 439,632 sf Macy's, a 245,348 sf
Nordstrom, a 176,713 sf JC Penney, a 141,139 sf Neiman Marcus, and a
130,000 sf Lord & Taylor. Each of Nordstrom, Neiman Marcus and Lord &
Taylor owns its respective improvements and ground leases its
respective pad from the borrowers; therefore, those pads, but not the
improvements, are part of the collateral for the Garden State Plaza
Whole Loan.
The following table presents certain information relating to the anchor
tenants at the Garden State Plaza Property:
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT RATING OF OPERATING
PARENT COMPANY COLLATERAL COVENANT
ANCHOR PARENT COMPANY (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Macy's Federated Dept Stores, Inc. BBB+/Baa1/BBB+ 439,632 Yes 2010
Nordstrom Nordstrom, Inc. NR/Baa1/A- 245,348 No 2006
JC Penney JC Penney Company, Inc. BB/Ba3/BB+ 176,713 Yes 2011
Neiman Marcus Neiman Marcus Group, Inc. NR/Baa2/BBB 141,139 No 2011
Lord & Taylor May Department Stores Co. BBB/Baa2/BBB 130,000 No 2011
---------------
Total Anchor Tenants 1,132,832
- ------------------------------------------------------------------------------------------------------------------------------------
Originally built in 1957, the Garden State Plaza Property was last expanded
in 1997.
In-line tenants (with less than 10,000 sq. ft) reported average sales of
$540 psf for the year ending January 31, 2004. Occupancy costs, based on
underwritten rent and recoveries, are approximately 15.7% for such in-line
space. Garden State Plaza Property is a two-level enclosed mall located on
and directly visible from both Route 4 and Route 17. Nationally recognized
retail tenants include Abercrombie & Fitch, Aeropostale, American Eagle
Outfitters, Ann Taylor, Brooks Brothers, Bath and Body Works, Express, Foot
Locker, Gap, J. Crew, Kenneth Cole New York, Limited/Limited Too, Sephora
and Victoria's Secret. The property is located in the Bergen-Passaic PMSA,
where the 2003 Average Annual Household income was $88,306, and the
population is approximately 1.4 million. Residents of the Bergen-Passaic
PMSA are affluent, earning the 12th highest salaries in the nation.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - GARDEN STATE PLAZA
- --------------------------------------------------------------------------------
The following table presents certain information relating to the major mall
shop tenants at the Garden State Plaza Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED % OF TOTAL
ANNUALIZED UNDERWRITTEN ANNUALIZED
CREDIT RATING TENANT UNDERWRITTEN BASE RENT UNDERWRITTEN LEASE
TENANT NAME (FITCH/MOODY'S/S&P)(1) NRSF % OF NRSF BASE RENT (PER NRSF) BASE RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Best Buy(2) BBB/Baa3/BBB- 50,000 3.4% $ 1,725,000 $34.50 3.2% 11/30/2015
Old Navy BB+/Ba2/BB+ 52,420 3.6% 1,644,851 31.38 3.1% 1/31/2007
Banana Republic BB+/Ba2/BB+ 22,447 1.5% 1,454,893 64.81 2.7% 1/31/2011
Victoria's Secret(3) NR/Baa1/BBB+ 20,032 1.4% 1,388,400 69.31 2.6% 1/31/2015
Gap BB+/Ba2/BB+ 19,512 1.3% 1,219,500 62.50 2.3% 6/30/2011
Borders Books & Music NR/NR/NR 33,308 2.3% 1,024,000 30.74 1.9% 1/31/2008
Limited / Limited Too NR/Baa1/BBB+ 16,314 1.1% 789,272 48.38 1.5% 1/31/2010
Express NR/Baa1/BBB+ 11,750 0.8% 587,500 50.00 1.1% 1/31/2009
J. Crew NR/Ca/B- 9,792 0.7% 489,600 50.00 0.9% 1/31/2009
Sam Goody / Musicland NR/NR/NR 8,269 0.6% 482,579 58.36 0.9% 1/31/2012
------------------------------------------------------------------
TOTAL LARGEST TENANTS 243,844 16.6% $10,805,595 $44.31 20.3%
Remaining Owned Tenants 1,188,350 80.8% 42,427,101 35.70 79.7%
Vacant Spaces (Owned
Spaces) 38,260 2.6%
------------------------------------------------------------------
TOTAL ALL OWNED TENANTS 1,470,454 100.0% $53,232,696 $37.17 100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(2) The Best Buy space is an outparcel.
(3) Victoria's Secret is not currently in occupancy but has executed a lease
and, according to information from the borrower, is expected to be in
occupancy by August 1, 2004.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 31 -
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - GARDEN STATE PLAZA
- --------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at the Garden State Plaza Mall Property:
LEASE EXPIRATION SCHEDULE (1)
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF OF UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF TOTAL NRSF BASE RENT BASE RENT (PER NRSF)
- ------------------------------------------------------------------------------------------------------------------------------------
2004 (Includes MTM) 20,219 1.4% 1.4% $1,016,775 1.9% $50.29
2005 29,245 2.0% 3.4% 1,532,475 2.9% 52.40
2006 21,676 1.5% 4.8% 1,968,869 3.7% 90.83
2007 153,566 10.4% 15.3% 7,873,883 14.8% 51.27
2008 123,626 8.4% 23.7% 6,775,854 12.7% 54.81
2009 108,808 7.4% 31.1% 6,218,843 11.7% 57.15
2010 63,805 4.3% 35.4% 3,092,608 5.8% 48.47
2011 88,498 6.0% 41.4% 4,676,998 8.8% 52.85
2012 54,038 3.7% 45.1% 2,975,426 5.6% 55.06
2013 55,846 3.8% 48.9% 3,491,028 6.6% 62.51
2014 & Thereafter 712,867 48.5% 97.4% 13,609,937 25.6% 19.09
Vacant 38,260 2.6% 100.0%
---------------------------------------------------------------------------------------
TOTAL 1,470,454 100.0% 100.0% $53,232,696 100.0% $37.17
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWERS. The borrowers are Westland Garden State Plaza Limited
Partnership ("WESTLAND LP"), a limited partnership and GSP Holdings
LLC ("GSP LLC"), a limited liability company (the "GARDEN STATE
BORROWERS"). In addition to owning the Garden State Plaza Property,
Westland LP owns three subsidiaries. Each of the Garden State
Borrowers are a single-purpose entity, sponsored and controlled by
West?eld America, Inc. and certain affiliates of Prudential Assurance
Company Limited (Aldwych, L.L.C. and Old Kingsway, L.P.)
(collectively, the "GARDEN STATE SPONSORS"). Legal counsel to the
borrower delivered a non-consolidation opinion in connection with the
origination of the Garden State Plaza Loan. West?eld America, Inc.
owns a 46.59% indirect interest in the Garden State Borrowers,
Aldwych, L.L.C. and Old Kingsway, L.P. own a 50% indirect interest in
the Garden State Borrowers and other investors own in the aggregate a
3.41% indirect interest in the Garden State Borrowers. In April 2004,
Westfield announced a proposal to merge the three listed Westfield
entities - Westfield Trust, Westfield America Trust and Westfield
Holdings - to create the world's largest, listed retail property
group. The new entity, known as Westfield Group, began trading on the
Australian Stock Exchange on July 5, 2004.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes, insurance and replacements and rollovers. In lieu of making
deposits into the tax and insurance reserve account and the
replacements and rollover reserve, the Garden State Sponsors have
executed a joint but not several guarantee in favor of the lender of
(i) real estate taxes and insurance premiums and deductibles and (ii)
certain leasing expenses, maintenance or repair expenses and the
completion of certain specified improvements or other work to be
performed on the Garden State Plaza Property.
Notwithstanding the guarantee of the Garden State Sponsors, upon the
occurrence of a Garden State Cash Management Event, the Garden State
Borrowers are required to deposit amounts in the tax and insurance reserve
account and in the replacement and rollover reserve fund. Upon the
occurrence and during the continuance of a Garden State Cash Management
Event, the borrower is required to pay to a lender controlled account an
amount equal to the approved operating expenses for the Garden State Plaza
Property for the next month. Unless an event of default has occurred and is
continuing, the lender will release any excess funds in the
lender-controlled account to the borrower. A "GARDEN STATE CASH MANAGEMENT
EVENT" means the period of time from and after (i) an event of default
occurs or (ii) the DSCR at any time is less than 1.10x. A Garden State Cash
Management Event may be terminated no more than six (6) times during the
term of the loan upon, among other things, achieving a debt service
coverage ratio of 1.15x for one ?scal quarter (if the Garden State Plaza
Cash Management Event was due to the debt service coverage ratio falling
below 1.10x) or curing the event of default which caused the Garden State
Plaza Cash Management Event.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 32 -
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - GARDEN STATE PLAZA
- --------------------------------------------------------------------------------
o LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which
is already in place. The loan documents require the borrower to direct
tenants to pay their rents directly to a lender-controlled account.
The loan documents also require that all rents received by the
borrower or the property manager be deposited into the
lender-controlled account (as well as any other rents, receipts,
security deposits or payments related to lease termination or default)
within one business day of receipt. Prior to the occurrence of a
Garden State Cash Management Event, all funds from the
lender-controlled account will be swept on a daily basis into an
account controlled by the borrower. After the occurrence of a Garden
State Cash Management Event, all funds from the lender-controlled
account will be swept on a daily basis to an account controlled by the
lender and applied to pay monthly debt service, operating expenses,
and any required reserves under the loan documents. If on any payment
date the amount in the lender-controlled account is sufficient to pay
the debt service, operating expenses, and any required reserves under
the loan documents, any excess shall be remitted to the borrower
unless an event of default has occurred and is continuing.
o PROPERTY MANAGEMENT. Westfield Corporation, Inc., the property manager
for the Garden State Plaza Property (the "GARDEN STATE PLAZA PROPERTY
MANAGER"), is affiliated with the borrower. Upon the occurrence, and
during the continuance, of a Garden State Cash Management Event,
lender may require the Garden State Borrowers to retain a property
management firm to serve as a consultant. The lender may replace the
Garden State Plaza Property Manager upon, or any time after, the
lender or any third party acquires the Garden State Plaza Property by
foreclosure, deed-in-lieu of foreclosure or otherwise.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. None permitted.
o THEATER EXPANSION. Pursuant to the loan documents, upon the
satisfaction of certain conditions including (a) the lender's approval
of the plans and speci?cations, (b) the absence of an event of default
with respect to the Garden State Plaza Whole Loan, (c) the delivery of
an executed lease for the cinema complex, (d) the delivery of cash or
a letter of credit equal to 125% of the amount by which the estimated
costs of the proposed expansion exceed an amount equal to 7% of the
original principal balance of the Garden State Plaza Whole Loan or,
for so long as the Garden State Plaza Sponsors meet certain ?nancial
requirements, the delivery of a completion guarantee by the Garden
State Plaza Sponsors, and (e) due to potential environmental
conditions which may exist with respect to the site, compliance with
certain environmental investigations and mitigants speci?ed in the
related loan documents, the Garden State Plaza Borrowers may acquire
an approximately ?ve-acre existing theatre site adjacent to the Garden
State Plaza Mortgaged Property and construct thereon (i) an
approximately 99,000 square-foot cinema complex, (ii) approximately
35,000 square feet of new in-line mall shop space, (iii) approximately
15,000 square feet of new restaurant space, (iv) an expansion to the
existing food court and (v) a grade parking lot and/or a decked
parking facility. Upon the acquisition of that parcel, it will become
additional collateral for the Garden State Plaza Whole Loan.
o TERRORISM INSURANCE. The Garden State Sponsors have executed a
guarantee in favor of the lender, which provides that, if the Garden
State Borrowers fail to maintain terrorism insurance coverage from a
qualified carrier in an amount (the "REQUIRED TERRORISM INSURANCE
AMOUNT") at least equal to the lesser of (i) the outstanding principal
balance of the Gardens State Plaza Loan and the Garden State Plaza
Companion Loans and (ii) the insurable value of the Garden State Plaza
Mortgage Loan, as determined pursuant to the related loan documents,
together with business interruption coverage as required under the
related loan documents, then the Garden State Sponsors guarantee to
the mortgagee the full and prompt payment (in accordance with the
terms of such terrorism guarantee, and subject to the limitations on
liability described below) of the amount of any loss or damage with
respect to the Garden State Mortgaged Property caused by an incident
of terrorism or a terrorist act that is not covered by any policies
maintained by the Garden State Borrowers or the Garden State Sponsors
at the time of the occurrence, which loss or damage would have
otherwise been insured if the Garden State Borrowers had maintained
all insurance policies required pursuant to the related loan documents
without any terrorism exclusion, up to the Required Terrorism
Insurance Amount.
The Garden State Sponsors may on behalf of the Garden State Borrowers
obtain and maintain a policy insuring the Garden State Plaza Property
against terrorist acts that satisfies the requirements set forth above.
Garden State Sponsors are jointly and severally liable for 100% of the
guaranteed obligations under such terrorism guarantee, except that this
liability may be reduced with respect to the Garden State Sponsors to
reflect any insurance policy for terrorist acts maintained by them in
addition to insurance maintained by the Garden State Borrowers. In any
event, and in addition to such terrorism guarantee, the Garden State
Borrowers are required to maintain insurance coverage for terrorist acts in
an amount equal to the lesser of (a) the Required Terrorism Insurance
Amount and (b) the difference between the amount of insurance coverage that
is available for terrorist acts for an annual premium of $300,000 and the
amount of insurance maintained by the Garden State Borrowers under existing
policies for loss, damages or liabilities that do not contain an exclusion
for acts of terrorism. In the event that the combined net worth of the
Garden State Sponsors (determined in accordance
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - GARDEN STATE PLAZA
- --------------------------------------------------------------------------------
with the related loan documents) at any time falls below $2,000,000,000,
the Garden State Sponsors are required to provide a replacement guarantor
or guarantors with a combined net worth equal to or greater than
$2,000,000,000. See "Risk Factors--Property Insurance" in the prospectus
supplement.
o ENVIRONMENTAL MATTERS. Certain environmental conditions have been
identi?ed at a property adjacent to the Garden State Plaza Property.
An affiliate of the Garden State Plaza Borrowers has been designated
the responsible party with respect to those environmental conditions
and certain remedial work was performed with respect thereto. An
environmental assessment prepared in connection with the Garden State
Plaza Loan estimated ongoing monitoring costs to be approximately
$30,000. As such, no escrow or guarantee was required with respect to
this matter. However, there can be no assurance that additional
remedial work or monitoring will not be required with respect thereto.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - STONY POINT FASHION PARK
- --------------------------------------------------------------------------------
[PICTURES OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - STONY POINT FASHION PARK
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - STONY POINT FASHION PARK
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Richmond, Virginia
Property Type Retail
Size (sf) 382,636 (owned)
Percentage (Mall Shop) Occupancy
as of March 10, 2004 96.4%
Year Built 2003
Appraisal Value $160,000,000
Underwritten Occupancy 96.0%
Underwritten Revenues $16,167,060
Underwritten Total Expenses $4,430,622
Underwritten Net Operating Income (NOI) $11,736,438
Underwritten Net Cash Flow (NCF) $11,363,039
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator Archon/Commerzbank
Cut-off Date Principal Balance $114,910,606
Cut-off Date Principal Balance PSF $300.31
Percentage of Initial Mortgage Pool Balance 4.41%
Number of Mortgage Loans 1
Type of Security Fee
Mortgage Rate 6.24%
Original Term to Maturity (Months) 119
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 71.82%
LTV Ratio at Maturity 61.50%
Underwritten DSCR on NOI 1.38
Underwritten DSCR on NCF 1.34
- --------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "STONY POINT FASHION PARK LOAN") is
evidenced by two notes and is secured by a first mortgage encumbering
a 382,636 sf regional mall in Richmond, Virginia (the "STONY POINT
FASHION PARK PROPERTY"). The Stony Point Fashion Park Loan represents
approximately 4.41% of the initial mortgage pool balance. The Stony
Point Fashion Park Loan was co-originated on June 10, 2004, by
Commerzbank AG, New York Branch and Archon Financial, L.P., each
having a 50% interest in the Stony Point Fashion Park Loan. The Stony
Point Fashion Park Loan is represented by two notes each with an
original principal balance of $57,500,00 totaling $115,000,000. The
Stony Point Fashion Park Loan has a balance as of the cut-off date of
$114,910,606, and an interest rate of 6.24%. The DSCR and LTV on the
Stony Point Fashion Park Loan are 1.34x and 71.82%, respectively. The
proceeds of the Stony Point Fashion Park Loan were used to refinance
the construction debt on the Stony Point Fashion Park Property.
The Stony Point Fashion Park Loan had an initial term of 119 months and has
a remaining term of 118 months. The Stony Point Fashion Park Loan requires
payments of interest and principal based on a 360-month schedule. The
scheduled maturity date is June 1, 2014. Voluntary prepayment of the Stony
Point Fashion Park Loan is prohibited until February 1, 2014 and permitted
thereafter without penalty. Defeasance with United States government
securities is permitted at any time after the earlier of two years from
securitization or three years from June 10, 2004.
o THE PROPERTY. The Stony Point Fashion Park Property is a regional
shopping mall with three anchors and approximately 88 stores (79 mall
shops, six restaurants and three kiosks) with a total gross leasable
area of 665,131 sf, of which 382,636 sf is part of the collateral. The
Stony Point Fashion Park Property is located in Richmond, Virginia.
The Stony Point Fashion Park Property is anchored by a 202,495 sf
Dillard's, an 84,000 sf Galyan's and an 80,000 sf Saks Fifth Avenue.
With the exception of the 84,000 sf Galyan's, the anchors are not part
of the collateral securing the Stony Point Fashion Park Loan.
The following table presents certain information relating to the anchors at
the Stony Point Fashion Park Property:
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CREDIT RATING OF OPERATING
PARENT COMPANY COLLATERAL COVENANT
ANCHOR PARENT COMPANY (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Dillard's Dillard's, Inc. BB-/B2/BB 202,495 No 9/18/2018
Galyan's Galyan's Trading Company, Inc.(1) NR/NR/NR 84,000 Yes 9/18/2018
Saks Fifth Avenue Saks Inc. BB-/Ba3/BB 80,000 No 9/18/2018
---------
366,495
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(1) On June 21, 2004, Galyan's Trading Company, Inc. announced that it had
agreed to be acquired by Dick's Sporting Goods, Inc.
The Stony Point Fashion Park Property was built and opened in September
2003.
Pursuant to ICSC's Retail Chain Store Sales Index, projected sales per
square foot for the mall tenants (with less than 10,000 square feet) is
$366 based upon annualizing partial year sales. Occupancy costs, based on
underwritten rent and recoveries at this sales level would be approximately
12.5% for such tenants.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - STONY POINT FASHION PARK
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The Stony Point Fashion Park Property is a single-story, open-air regional
mall located on and directly visible from State Route 150. The Stony Point
Fashion Park Property's in-line tenants include The Gap/Gap Kids,
Restoration Hardware, Anthropologie, Louis Vuitton and Brooks Brothers. The
Stony Point Fashion Park Property has six restaurants, including P.F.
Chang's China Bistro, Brio Tuscan Grille and Copeland's Cheesecake Bistro.
Residential uses generally surround the Stony Point Fashion Park Property
to the west, north and south, while several newer medical office buildings
are located to its south and east. The Stony Point Fashion Park Property is
located in the Richmond-Petersburg MSA. According to the appraisal, the
2003 median household income was $51,970, with 30.9% of households earning
more than $75,000 and the population was approximately 1.0 million.
The following table presents certain information relating to major tenants
at the Stony Point Fashion Park Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED % OF TOTAL
CREDIT RATING ANNUALIZED UNDERWRITTEN ANNUALIZED
(FITCH/ % OF UNDERWRITTEN BASE RENT UNDERWRITTEN LEASE
TENANT NAME MOODY'S/ S&P)(1) TENANT NRSF NRSF BASE RENT (PER NRSF) BASE RENT EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Brooks Brothers NR/NR/NR 9,253 2.4% $ 370,120 $40.00 3.4% 1/31/2013
The Gap/Gap Kids BB+/Ba2/BB+ 9,379 2.5% 309,507 33.00 2.9% 9/30/2013
Adrienne Vittadini NR/NR/NR 5,465 1.4% 273,250 50.00 2.5% 1/31/2013
Copeland's Cheesecake NR/NR/NR 10,753 2.8% 268,825 25.00 2.5% 1/31/2018
Bistro
Banana Republic BB+/Ba2/BB+ 7,000 1.8% 252,000 36.00 2.3% 9/30/2013
Champps Restaurant NR/NR/NR 8,500 2.2% 242,570 28.54 2.3% 8/31/2018
Talbots/Talbots Petite NR/NR/NR 6,519 1.7% 228,165 35.00 2.1% 8/31/2013
Rio Grande Cafe NR/NR/NR 7,766 2.0% 221,400 28.51 2.1% 1/31/2023
Ann Taylor NR/NR/NR 5,200 1.4% 208,000 40.00 1.9% 1/31/2014
Brio Tuscan Grille NR/NR/NR 7,805 2.0% 195,125 25.00 1.8% 8/31/2018
-----------------------------------------------------------------
TOTAL LARGEST TENANTS 77,640 20.3% 2,568,962 33.09 23.9%
Remaining Owned Tenants 294,257 76.9% 8,190,164 27.83 76.1%
Vacant Spaces (Owned Space) 10,739 2.8%
-----------------------------------------------------------------
TOTAL ALL OWNED TENANTS 382,636 100.0% $10,759,126 $28.93 100.0%
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This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - STONY POINT FASHION PARK
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(1) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
The following table presents certain information relating to the lease
rollover schedule at the Stony Point Fashion Park Property:
LEASE EXPIRATION SCHEDULE(1)(2)
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% OF TOTAL ANNUALIZED
CUMULATIVE ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF OF TOTAL UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF NRSF BASE RENT BASE RENT (PER NRSF)
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2004 (Includes MTM) 0 0.0% 0.0% $ 0 0.0% $0.00
2005 0 0.0% 0.0% 0 0.0% 0.00
2006 0 0.0% 0.0% 0 0.0% 0.00
2007 2,109 0.6% 0.6% 80,000 0.7% 37.93
2008 2,803 0.7% 1.3% 357,247 3.3% 127.45
2009 2,350 0.6% 1.9% 275,000 2.6% 117.02
2010 7,085 1.9% 3.7% 357,434 3.3% 50.45
2011 4,289 1.1% 4.9% 187,257 1.7% 43.66
2012 5,335 1.4% 6.3% 210,575 2.0% 39.47
2013 122,999 32.1% 38.4% 4,238,879 39.4% 34.46
2014 & Thereafter 224,927 58.8% 97.2% 5,052,734 47.0% 22.46
Vacant 10,739 2.8% 100.0% 0 0.0% 0.00
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TOTAL 382,636 100.0% 100.0% $10,759,126 100.0% $28.93
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(1) Landlord owned only.
(2) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower, Stony Point Fashion Park Associates,
L.L.C., is a single-asset, special purpose entity. Legal counsel to
the borrower delivered a non-consolidation opinion in connection with
the origination of the Stony Point Fashion Park Loan. The Taubman
Realty Group Limited Partnership guaranteed the non-recourse
carve-outs of the Stony Point Fashion Park Loan.
o ESCROWS. The loan documents provide during an event of default or a
Stony Point Escrow Period for certain escrows of real estate taxes,
insurance, leasing reserves and capital improvements. Additionally, at
origination the borrower deposited $4,668,988 into an unfunded
obligations reserve in respect of certain future obligations of the
borrower under tenant leases. A "STONY POINT ESCROW PERIOD" means the
period commencing on the date that the actual net operating income of
the Stony Point Fashion Park Property for the four calendar quarters
most recently ended of the Stony Point Fashion Park Property for is
less than 85% of the net operating income at origination, as measured
quarterly until the net operating income for the Stony Point Fashion
Park Property for the four calendar quarters most recently ended is at
least 85% of the net operating income at origination for two
consecutive quarters.
o LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box. The
loan documents require the borrower to direct the tenants to pay their
rents directly to a lender-controlled sweep account. The loan
documents also require that all cash revenue received by the borrower
or the property manager be deposited into the lender-controlled sweep
account within one business day after receipt, other than certain
amounts in respect of kiosk rents. Unless an event of default or Stony
Point Escrow Period is continuing, on each business day any amounts in
the lender-controlled sweep account are swept to an account specified
by the borrower. During the continuance of an event of default or any
Stony Point Escrow Period, once each week any amounts in the
lender-controlled sweep account are swept to a lender-controlled cash
management account. During the continuance of an event of default or a
Stony Point Escrow Period, all amounts remaining in the
lender-controlled cash management account after payment of the monthly
debt service, all required reserves as described above and any other
amounts due under the Stony Point Fashion Park Loan will be remitted
to an account designated by the borrower, unless an event of default
is ongoing. After the occurrence and
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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during the continuation of an event of default, the borrower will have
no rights to any money in the lender-controlled sweep account or the
lender-controlled cash management account and the lender may apply any
amounts on deposit in such accounts to the amounts due under the Stony
Point Fashion Park Loan as it determines.
o PROPERTY MANAGEMENT. The Stony Point Fashion Park Property is managed
by the Taubman Company LLC, and affiliate of the borrower, pursuant to
a management agreement. The management agreement has an initial term
of five years (ending September 2008) with continuous automatic
one-year renewal terms. The lender may require the replacement of the
property manager (i) if an event of default has occurred and the
lender has accelerated the loan or (ii) if the manager becomes
insolvent. The management fee is 4%, based upon rent, common area
charges and other income.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. None permitted.
o TERRORISM INSURANCE. The borrower is required to maintain commercial
property and business income insurance for loss resulting from perils
and acts of terrorism on terms (including amounts) consistent with
those required under the loan documents for comprehensive all risk
insurance and business income insurance at all times during the term
of the Stony Point Fashion Park Loan; provided, however, (A) the
borrower may maintain such coverage through a blanket policy with a
required deductible not in excess of $500,000 (the "STONY POINT
REQUIRED TERRORISM DEDUCTIBLE") or such higher deductible if the
borrower provides the lender a letter of credit in an amount equal to
the difference between the actual deductible and the Stony Point
Required Terrorism Deductible, which letter of credit may be drawn
upon by the lender upon the occurrence of a casualty to pay such
amounts that would have been paid by the issuer of the policies if the
Stony Point Required Terrorism Deductible had been maintained and (B)
the borrower shall only be required to maintain such amount of
coverage as may be obtained at a cost equal to (1) for the first four
(4) years after June 10, 2005, one hundred and fifty percent (150%) of
the cost of the coverage required as of the date of origination (i.e.,
$150,000) and (2) commencing June 10, 2010, two hundred percent (200%)
of the cost of the coverage required as of the date of origination
(i.e., $200,000). See "Risk Factors--Property Insurance" in the
prospectus supplement.
o ADDITIONAL COLLATERAL. The City of Richmond paid the borrower's
predecessor in interest $13,500,000 for title to certain parking areas
located near the Stony Point Fashion Park Property (the "STONY POINT
FASHION PARK PARKING AREA"). On the fifth anniversary of the opening
of the Stony Point Fashion Park Property, the borrower, or another
creditworthy entity, is required to post an irrevocable letter of
credit in favor of the City of Richmond in the amount that $15,269,650
exceeds the total amount of taxes collected by the City of Richmond
from the Stony Point Fashion Park Property. Each year thereafter, the
letter of credit shall be (i) reduced by the amount of taxes collected
by the City of Richmond in respect of the Stony Point Fashion Park
Property and (ii) increased by an amount equal to an interest rate
times the amount of the letter of credit. On the tenth anniversary of
the opening of the Stony Point Fashion Park Property, the borrower
must either (i) pay the amount of the letter of credit or (ii) the
City of Richmond shall have the right to draw on the letter of credit.
After the tenth anniversary of the opening of the Stony Point Fashion
Park Property, the borrower has an option to repurchase the Stony
Point Fashion Park Parking Area from the City of Richmond for an
amount equal to 50% of the increase in the fair market value of the
Stony Point Fashion Park Parking Area. Pursuant to a reciprocal
easement agreement Dillard's can require the borrower to exercise this
repurchase option and convey a portion of the Stony Point Fashion Park
Parking Area to Dillard's at no cost to Dillard's.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - 1410 BROADWAY
- --------------------------------------------------------------------------------
[PICTURE OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - 1410 BROADWAY
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - 1410 BROADWAY
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) New York, New York
Property Type Office
Size (sf) 357,139
Percentage Occupancy as of May 18, 2004 98.3%
Year Built / Renovated 1930 / 2004
Appraisal Value $124,000,000
Underwritten Occupancy 94.0%
Underwritten Revenues $15,016,235
Underwritten Total Expenses $5,214,691
Underwritten Net Operating Income (NOI) $9,801,544
Underwritten Net Cash Flow (NCF) $9,217,097
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $97,839,965
Cut-off Date Principal Balance PSF/Unit $273.95
Percentage of Initial Mortgage Pool Balance 3.76%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 6.4988%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 78.9%
LTV Ratio at Maturity 68.0%
Underwritten DSCR on NOI 1.32
Underwritten DSCR on NCF 1.24
- --------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "1410 BROADWAY LOAN") is evidenced by a
single note and is secured by a first mortgage encumbering the office
building located at 1410 Broadway, New York, New York (the "1410 BROADWAY
Property"). The 1410 Broadway Loan represents approximately 3.76% of the
initial mortgage pool balance. The 1410 Broadway Loan was originated on May
25, 2004, had an original principal balance of $98,000,000 and a principal
balance as of the cut-off date of $97,839,965, and an interest rate of
6.4988%. The DSCR and LTV on the 1410 Broadway Loan are 1.24x and 78.9%,
respectively. The proceeds of the 1410 Broadway Loan were used to refinance
an existing loan.
The 1410 Broadway Loan had an initial term of 120 months and has a
remaining term of 118 months. The 1410 Broadway Loan amortizes based on a
360-month schedule, with required monthly payments of $619,346.10. The
scheduled maturity date is June 1, 2014. Voluntary prepayment of the 1410
Broadway Loan is prohibited until April 1, 2014 and permitted thereafter
without penalty. Defeasance with United States government securities is
permitted after the second anniversary of the securitization closing date.
o THE PROPERTY. The 1410 Broadway Property is a pre-war 33-story multi-tenant
office building containing a total of 357,139 square feet that is located
on the southeast corner of Broadway and West 39th Street in New York City,
New York. The 1410 Broadway Property was built in 1930 and has undergone
significant renovation over the years. The building is located three blocks
south of Times Square with northern exposure along 39th Street and
maintains a wedding-cake setback design that begins to recede above the
19th floor. The average floor plates are between 12,000 and 13,000 sf
between floors 2 and 20 and between 4,000 sf and 10,000 sf on the highest
floors. The building has lobby entrances on Broadway and 39th Street. The
building houses seven passenger elevators (two elevator banks) and four
freight elevators. The area surrounding the 1410 Broadway Property has
amenities including restaurants, hotels, shows and entertainment.
Additionally, the building has access to public transportation via the west
side subway lines, the 42nd Street subway shuttle, cross-town buses and is
in walking distance to both Penn Station and Grand Central Station.
As of May 18, 2004, the 1410 Broadway Property was 98.3% leased and has
maintained occupancy levels of greater than 95% over the past ten years.
Floor plates are easily divisible to accommodate whole floor users or as
many as six tenant spaces. Whole floor use is more prominent on the upper,
smaller floors. The building's corner location offers lower floor tenants
northern and western exposures with upper floors benefiting from 270 degree
views.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 43 -
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TEN LARGEST MORTGAGE LOANS - 1410 BROADWAY
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The following table presents certain information relating to the major
tenants at the 1410 Broadway Property:
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
TENANT UNDERWRITTEN UNDERWRITTEN BASE RENT
TENANT NAME NRSF % OF NRSF BASE RENT ($) BASE RENT ($ PER SF) LEASE EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Golden Touch Imports, Inc. 26,488 7.4% $709,106 5.5% $26.77 9/30/2008
A.K.N.Y. Inc 15,750 4.4% 682,980 5.3% 43.36 7/31/2006 & 4/30/2008(1)
Cross Border Exchange 15,742 4.4% 613,939 4.8% 39.00 10/31/2010
Crystal Kobe, Ltd. 17,921 5.0% 563,998 4.4% 31.47 8/31/2007 & 8/31/2010(2)
The Men's Wearhouse 14,890 4.2% 557,080 4.3% 37.41 1/31/2011
Marisa Christina Apparel Inc. 13,581 3.8% 475,335 3.7% 35.00 10/31/2013
TOTAL LARGEST TENANTS 104,372 29.2% 3,602,438 28.0% 34.52
Remaining Tenants 246,718 69.1% 9,286,079 72.0% 37.64
Vacant Space 6,049 1.7%
----------------------------------------------------------------
TOTAL ALL TENANTS 357,139 100.0% $12,888,517 100.0% $36.09
- ------------------------------------------------------------------------------------------------------------------------------------
(1) A.K.N.Y. Inc. occupies 13,244 sf under a lease expiring in 2006 and 2,506
sf under a lease expiring in 2008.
(2) Crystal Kobe, Ltd. occupies 9,000 sf under a lease expiring in 2007 and
8,921 sf under a lease expiring in 2010.
The following table presents certain information relating to the lease
rollover schedule at the 1410 Broadway Property:
LEASE EXPIRATION SCHEDULE(1)
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% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF OF TOTAL NRSF TOTAL RENT(1) TOTAL RENT (PER NRSF)
- ------------------------------------------------------------------------------------------------------------------------------------
2004 19,360 5.4% 5.4% 898,115 7.0% 46.39(2)
2005 27,552 7.7% 13.1% 933,814 7.2% 33.89
2006 42,232 11.8% 25.0% 1,593,094 12.4% 37.72
2007 32,445 9.1% 34.0% 1,176,375 9.1% 36.26
2008 61,941 17.3% 51.4% 2,077,367 16.1% 33.54
2009 13,400 3.8% 55.1% 478,880 3.7% 35.74
2010 47,368 13.3% 68.4% 1,605,706 12.5% 33.90
2011 64,051 17.9% 86.3% 2,538,630 19.7% 39.63
2012 13,554 3.8% 90.1% 487,925 3.8% 36.00
2013 27,057 7.6% 97.7% 1,078,810 8.4% 39.87
2014 Thereafter 2,130 0.6% 98.3% 19,801 0.2% 0.00
Vacant 6,049 1.7% 100.0%
------------------------------------------------------------------------------------------
TOTAL 357,139 100.0% 12,888,517 100.0% $36.09
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate square footage occupied by each tenant.
(2) Includes 1,265 sf retail space at $150 psf.
o THE BORROWER. The borrower is L. Charney 1410 Broadway, LLC, a
single-asset, bankruptcy-remote entity with an independent director.
Legal counsel to the lender delivered a non-consolidation opinion in
connection with the origination of the 1410 Broadway Loan. The
borrower is directly and indirectly owned by and controlled by Leon H.
Charney. Mr. Charney guaranteed the non-recourse carveouts of the 1410
Broadway Loan. In connection with such guarantee, Mr. Charney is
required to maintain $25,000,000 in net worth and $5,000,000 in
liquidity. Mr. Charney is a New York based attorney and real estate
investor who has invested in New York City commercial real estate
since 1980. The 1410 Broadway Property was purchased from Harry
Helmsley
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - 1410 BROADWAY
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in 1984. The majority of Mr. Charney's buildings have been located
within the Garment District in New York and he has significant
experience owning and managing buildings in this area and has
long-standing relationships with various garment district tenants. The
borrower is affiliated with the borrowers under the mortgage loan
identified herein and in Annex C to the prospectus supplement as 1441
Broadway, which mortgage loan is also an asset of the trust.
o ESCROWS. The loan documents provide for certain escrows for real
estate taxes and insurance premiums. The borrower deposited $390,579
into a reserve for immediate repairs. Additionally, the loan documents
require the borrower to make monthly payments totaling $89,285 per
year for replacement reserves on each monthly payment date on which
less than $275,000 is then on deposit in the replacement reserve and
$464,281 per year for tenant improvements and leasing commissions on
each monthly payment date on which less than $1,800,000 is then on
deposit in the tenant improvements and leasing commission reserve. The
borrower is also required to deposit any lease termination payments
and security deposits applied or other payments received on account of
lease defaults or lease terminations into a rollover reserve.
o LOCK BOX AND CASH MANAGEMENT. The loan requires a soft lock box, which
is already in place. The loan documents require that all rents
received by the borrower or the property manager be deposited into a
lender-controlled account (as well as any other rents, receipts,
security deposits or payments related to lease termination or default)
within one business day after receipt. Unless a 1410 Broadway Cash
Trap Period is in effect, any amounts in the lender controlled account
are swept on daily basis into the borrower's operating account. A
"1410 BROADWAY CASH TRAP PERIOD" means any period during which (i) an
event of default (as defined in the loan documents) is continuing,
until such event of default is cured or (ii) the DSCR (based on actual
net cash flow) as of the end of any calendar quarter is less than
1.05x, until the DSCR minimum threshold has been achieved for two
consecutive calendar quarters. During a 1410 Broadway Cash Trap
Period, all cash in the lender controlled account (after payment of
debt service, required reserves and approved operating expenses) are
to be deposited into a lender controlled cash collateral account and
held as additional collateral for the 1410 Broadway Loan.
o PROPERTY MANAGEMENT. L.H. Charney Associates, Inc., an affiliate of
the borrower, is the property manager for the 1410 Broadway Property.
The lender may replace the property manager (i) if an event of default
is continuing under the 1410 Broadway Loan, (ii) if the manager is in
material default under the management agreement or (iii) upon the
gross negligence, malfeasance or willful misconduct of the manager.
The annual management fee is 4% of gross receipts, provided that
during a 1410 Broadway Cash Trap Period, the annual management fee is
capped at 2% of gross receipts. Leasing commissions are payable
separately based on a fixed schedule.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not permitted.
o TERRORISM INSURANCE. The 1410 Broadway Property is insured against
acts of terrorism as part of its "all-risk" property coverage. The
loan documents require the borrower to maintain terrorism insurance in
an amount equal to 100% of the full replacement cost of the 1410
Broadway Property, provided that such coverage is available. In the
event that terrorism coverage is not included as part of the "all
risk" property policy, the borrower will be required to purchase
terrorism insurance at a cost up to the Terrorism Premium Cap (as
defined below). If the insurance premiums for such policy exceed the
Terrorism Premium Cap, the lender may, at its option (1) purchase such
terrorism insurance policy, and require that the borrower pay the
portion of the premiums equal to the Terrorism Premium Cap or (2)
modify the deductible amounts, policy limits and other required policy
terms to reduce the Insurance Premiums payable with respect to such
policy to the Terrorism Premium Cap. As used herein, "TERRORISM
PREMIUM CAP" means an amount which is equal to 150% of the aggregate
amount insurance premiums paid for physical hazard insurance for the
last policy year in which coverage for terrorism was included as part
of the "all risk" property policy, adjusted annually by a percentage
equal to the increase in the Consumer Price Index. See "Risk
Factors--Property Insurance" in the prospectus supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - DESTIN COMMONS
- --------------------------------------------------------------------------------
[PICTURES OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - DESTIN COMMONS
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Destin, Florida
Property Type Retail
Size (sf) 480,150
Percentage Mall Shop Occupancy as of June 2, 2004 83.1%
Year Built 2003
Appraisal Value $107,000,000
Underwritten Occupancy 95.0%
Underwritten Revenues $12,034,824
Underwritten Total Expenses $2,995,569
Underwritten Net Operating Income (NOI) $9,039,255
Underwritten Net Cash Flow (NCF) $8,808,968
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator Archon
Cut-off Date Principal Balance $84,759,743
Cut-off Date Principal Balance PSF $176.53
Percentage of Initial Mortgage Pool Balance 3.25%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.750%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 79.21%
LTV Ratio at Maturity 66.87%
Underwritten DSCR on NOI 1.52
Underwritten DSCR on NCF 1.48
- --------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "DESTIN COMMONS LOAN") is evidenced
by a promissory note and is secured by a first mortgage encumbering a
mixed-use lifestyle center located in Destin, Florida (the "DESTIN
COMMONS PROPERTY"). The Destin Commons Loan represents approximately
3.25% of the initial mortgage pool balance. The Destin Commons Loan
was originated on April 15, 2004 by Archon Financial, L.P., had an
original principal balance of $85,000,000 and a principal balance as
of the cut-off date of $84,759,743, and an interest rate of 5.750%.
The Destin Commons Loan was used to refinance the construction debt on
the Destin Commons Property.
The Destin Commons Loan had an initial term of 120 months and has a
remaining term of 117 months. The Destin Commons Loan requires monthly
payments of interest and principal based on a 360-month amortization
schedule. The scheduled maturity date is May 1, 2014. Voluntary prepayment
of the Destin Commons Loan is prohibited until the payment date in February
2014 and permitted thereafter without penalty. Defeasance with United
States government securities or certain other obligations backed by the
full faith and credit of the United States of America is permitted any date
after the earlier of the four years following the origination date of the
Destin Commons Loan and the second anniversary of the securitization
closing date.
o THE PROPERTY. The Destin Commons property (the "DESTIN COMMONS
PROPERTY") is a mixed-use lifestyle center with net leasable area of
approximately 480,150 square feet. It is located in Destin, Florida
(the Florida Panhandle) where the primary east/west thoroughfare for
the area, Emerald Coast Parkway (US 98), meets the Mid Bay Bridge Road
(SR 293), which provides a four-lane toll causeway back to the
mainland. The Destin Commons Property encompasses 195,195 square feet
of retail anchor space, 215,008 square feet of retail in-line space,
and 69,947 square feet of office space. The office component is
located on the second floors of the buildings that have two stories.
Destin Commons was built and opened in November 2003 by Turnberry
Associates, a group with experience in retail and other types of commercial
real estate development, established in 1967.
The top three anchor tenants are a 65,921 sf Belk's department store, a
50,000 sf Bass Pro Shop and a 64,725 sf, 14-screen stadium seating Rave
Motion Pictures theater with annualized sales of $220 psf, $374 psf, and
$489,431/screen, respectively.
The tenant mix for the in-line space features mostly national or regional
tenants such as Abercrombie and Fitch, Bombay Company, Brookstone, Finish
Line, Joseph A. Banks, Limited Too, Talbots, Sharper Image, Victoria's
Secret, Wet Seal and Yankee Candle. For in-line tenants with less than
10,000 square feet, annualized sales are $334 psf with occupancy costs,
based on underwritten rent and recoveries, of approximately 13.6%.
The Destin Commons Property is located in the Fort Walton Beach, FL MSA,
where the 2002 average household income within a five mile radius was
$73,510 and the population is approximately 13,221. The Destin/Ft. Walton
Beach area forms the nucleus of a region that has a population of 219,495
residents within a 30-mile radius, of which approximately 145,678 live
within 20 miles of the Destin Commons Property. In addition, Okaloosa
County, in which Destin is located, enjoys 5.4 million visitors annually
due to its close proximity to many metropolitan areas in the southeastern
United States.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - DESTIN COMMONS
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o MAJOR TENANT SUMMARY. The following table shows certain information
regarding the major tenants of the Destin Commons Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED % OF TOTAL
CREDIT RATING UNDERWRITTEN ANNUALIZED ANNUALIZED
(FITCH/MOODY'S/ TENANT % OF BASE RENT UNDERWRITTEN U/W BASE LEASE
TENANT NAME S&P) NRSF NRSF (1) RENT RENT (PSF) EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Master Lease(2) NR/NR/NR 87,750 18.3% $2,307,815 22.9% $26.30 4/12/2009
Rave Motion Pictures NR/NR/NR 64,725 13.5% 1,220,066 12.1% 18.85 12/1/2023
Bass Pro Shops NR/NR/NR 50,000 10.5% 400,000 4.0% 8.00 8/1/2018
Belk Resort Store NR/NR/NR 65,921 13.7% 247,204 2.5% 3.75 11/1/2023
Books-a-Million NR/NR/NR 14,549 3.0% 210,961 2.1% 14.50 2/1/2014
Hard Rock Cafe NR/NR/NR 6,372 1.3% 210,021 2.1% 32.96 7/1/2014
Abercrombie and Fitch NR/NR/NR 8,014 1.7% 200,350 2.0% 25.00 11/1/2013
Bluepoint Oyster NR/NR/NR 6,021 1.3% 183,641 1.8% 30.50 3/1/2014
Hollister NR/NR/NR 6,563 1.4% 164,075 1.6% 25.00 11/1/2013
Bluegreen Resorts/2 kiosks NR/NR/NR 2,469 0.5% 162,415 1.6% 65.78 2/1/2014
---------------------------------------------------------------
TOTAL LARGEST TENANTS 312,384 65.1% 5,306,547 52.6% $16.99
Remaining Tenants 167,766 34.9% 4,775,812 47.4% $28.47
Vacant 0 0.0% 0 0.0%
---------------------------------------------------------------
TOTAL ALL TENANTS 480,150 100.0% $10,082,359 100.0%
- ------------------------------------------------------------------------------------------------------------------------------------
(1) The Annualized U/W Base Rent shown for the Master Lease differs from the
actual Master Lease as it reflects actual signed leases as of June 2, 2004,
for tenants not yet in occupancy and anticipated market rental rates for
each tenant site.
(2) Master Lease comprised of 50,522 square feet for office space and 37,228
square feet of retail space. Master Lease has a blended U/W Base Rent (PSF)
of $26.30 with $21.00 for office space and $33.49 retail space. Annualized
U/W Base Rent for the Master Lease is $2,307,815 comprised of $1,060,962
for the office space and $1,246,853 for the retail space.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - DESTIN COMMONS
- --------------------------------------------------------------------------------
o LEASE EXPIRATION. The following table shows the lease expiration
schedule for the Destin Commons Property:
LEASE EXPIRATION SCHEDULE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT (PER
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF OF TOTAL NRSF BASE RENT BASE RENT NRSF)
- ------------------------------------------------------------------------------------------------------------------------------------
2004 0 0.0% 0.0% $ 0 0.0% $ 0.00
2005 0 0.0% 0.0% 0 0.0% 0.00
2006 0 0.0% 0.0% 0 0.0% 0.00
2007 9 0.0% 0.0% 30,000 0.3% 3,333.33
2008 4,956 1.0% 1.0% 155,265 1.5% 31.33
2009(2) 101,910 21.2% 22.3% 2,682,826 26.6% 26.33
2010 4,192 0.9% 23.1% 116,250 1.2% 27.73
2011 0 0.0% 23.1% 0 0.0% 0.00
2012 0 0.0% 23.1% 0 0.0% 0.00
2013 72,166 15.0% 38.2% 2,071,180 20.5% 28.70
2014 & Thereafter 296,917 61.8% 100.0% 5,026,838 49.9% 16.93
Vacant 0 0.0% 0.0% 0 0.0% 0.00
------------------------------------------------------------------------------------------------
TOTAL 480,150 100.0% 100.0% $10,082,359 100.0% $ 21.00
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate square footage occupied by each tenant.
(2) Includes 87,750 SF of Master Lease comprised of 50,522 square feet for
office space and 37,228 square feet of retail space. Master Lease has a
blended U/W Base Rent (PSF) of $26.30 with $21.00 for office space and
$33.49 retail space. Annualized U/W Base Rent for the Master Lease is
$2,307,815 comprised of $1,060,962 for the office space and $1,246,853 for
the retail space.
o THE BORROWER. The borrower is Destin Commons, Ltd., a single-purpose,
single-asset limited partnership with a general partner that has two
independent directors. Legal counsel to the borrower delivered a
non-consolidation opinion in connection with the origination of the
Destin Commons Loan. The general partner of the borrower is Emerald
Mall, LLC, which is indirectly controlled by Emerald Mall 2004, Inc.
Jeffery Soffer and Jacquelyn Soffer are the guarantors of the
non-recourse carve-outs of the Destin Commons Loan.
o ESCROWS. The borrower is required to deposit $4,007 monthly into a
replacement reserve account (unless and until such time as $80,000 is
on deposit therein) for replacements and repairs required to be made
to the Destin Commons Property. Additionally at origination the
borrower deposited $3,054,630 into a master lease reserve account in
respect of the master lease as described below under "Master Lease".
In addition, the borrower deposited $7,012,050 into a holdback escrow
in respect of certain holdbacks required by lender in respect of
rental concessions granted to certain tenants of the property and
outstanding tenant improvement liabilities of the borrower.
o LOCK BOX AND CASH MANAGEMENT. None.
o PROPERTY MANAGEMENT. Turnberry Development, LLC is the property
manager for the Destin Commons Property (the "DESTIN COMMONS PROPERTY
MANAGER") and is an affiliate of the borrower. The lender may replace
the manager of the Destin Commons Property if: (i) an event of default
has occurred and is continuing; (ii) a receiver is appointed with
respect to the Destin Commons Property; or (iii) the lender acquires
title to the Destin Commons Property through foreclosure, deed-in-lieu
of foreclosure or the exercise of any other remedy. The Destin Commons
Property Manager is entitled to management fees equal to 3% of the
gross receipts from the operation of the Destin Commons Property which
includes but is not limited to (i) all gross rents actually collected;
(ii) all gross amounts collected from licenses and concessionaires;
and (iii) receipts from the operations of any parking garages serving
the Destin Commons Property.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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- --------------------------------------------------------------------------------
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. The borrower has unsecured debt
in connection with the acquisition property evidenced by a promissory
note dated February 14, 2002, in favor of Emerald Coast Corner, Ltd,
who was the seller of the property and is an affiliate of the
borrower. At origination, the borrower represented that this unsecured
debt (i) had an aggregate outstanding principal balance of $8,191,627
as of origination, (ii) by its terms does not accrue any interest
earlier than August 14, 2010, and thereafter accrues simple interest
at the rate of 8% per annum, (iii) by its terms provides for payments
on such note prior to maturity if and only to the extent that net cash
flow generated from the mortgaged property is available, and (iv) by
its terms does not require the repayment of any of the outstanding
principal balance earlier than February 14, 2032. There is a
subordination and standstill agreement in place between the borrower,
Archon Financial L.P. and Emerald Coast Corner, Ltd under which
Emerald Coast Corner, Ltd acknowledges and agrees that its loan is
subordinate to the Destin Commons Loan and further provides, among
other things, that it will not file or record any security interest in
any part of the Destin Commons Property, accelerate its loan, or take
any action to enforce its rights under its loan until the earlier of
(i) ninety-one (91) days following the satisfaction in full of the
Destin Commons Loan and (ii) ninety-one (91) days following the
acquisition of the Destin Commons Loan.
o MASTER LEASE. The borrower has entered into a master lease with
respect to 116,972 square feet (65,315 square feet of retail space and
51,657 square feet of office space) with Shopping Center Management
d/b/a Turnberry Associates. No more frequently than one time per
month, the borrower is entitled to disbursements from the master lease
escrow fund in an amount based on the square feet leased and the rent
per square foot for leases of the retail and office space covered by
the master lease; provided that the leases are for a term of at least
5 years, are acceptable to the lender in its sole discretion and are
for base rental amounts of $30.16 per square foot for retail space and
$21.00 per square foot for office space. The master lease may be
terminated in respect of the retail space by the borrower in the event
that the borrower leases sufficient square feet of retail space to
generate aggregate annual rentals in excess of $1,969,833. The master
lease may be terminated in respect of the office space by the borrower
in the event that the borrower leases sufficient square feet of retail
space to generate aggregate annual rentals in excess of $1,084,797.
o TERRORISM INSURANCE. The loan documents require the borrower to
maintain terrorism insurance.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - 111 EIGHTH AVENUE
- --------------------------------------------------------------------------------
[PICTURE OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - 111 EIGHTH AVENUE
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - 111 EIGHTH AVENUE
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PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) New York, New York
Property Type Office
Size (SF) 2,941,646
Percentage Occupancy as of February 28, 2004(1) 90.0%
Year Built/Renovated 1932/2004
Appraisal Value $800,000,000
Underwritten Occupancy 92.8%
Underwritten Revenues $109,419,139
Underwritten Total Expenses $45,240,912
Underwritten Net Operating Income (NOI) $64,178,227
Underwritten Net Cash Flow (NCF) $63,589,878
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $80,000,000
Cut-off Date Principal Balance PSF $152.98
Percentage of Initial Mortgage Pool Balance 3.07%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.4967%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 24 IO; 360 thereafter
Cut-off Date LTV Ratio 56.3%
LTV Ratio at Maturity 49.4%
Underwritten DSCR on NOI(2) 2.10
Underwritten DSCR on NCF(2) 2.08
Shadow Ratings(3) "A+"/"Baa2"/"A"
- --------------------------------------------------------------------------------
(1) In April, the City of New York vacated 148,615 sf as part of a citywide
agency consolidation to Brooklyn and lower Manhattan dropping the leased
rate to 85%. A new lease for 82,736 sf has been signed by Nike and a lease
for 94,559 sf to WebMD has been fully negotiated, received lender approval
and is out for final signature. The additional 177,295 sf will bring the
leased rate to approximately 91%.
(2) Calculations are based on the 111 Eighth Avenue Loan and the 111 Eighth
Avenue Pari Passu Companion Loans.
(3) S&P, Moody's and Fitch have confirmed that the 111 Eighth Avenue Trust Loan
has, in the context of its inclusion in the trust, credit characteristics
consistent with that of an obligation rated "A+" by S&P, "Baa2" by Moody's
and "A" by Fitch.
o THE LOAN. The mortgage loan (the "111 EIGHTH AVENUE LOAN") is evidenced by
a single note and is secured by a first mortgage encumbering the Class B
office building located at 111 Eighth Avenue, New York, New York (the "111
EIGHTH AVENUE PROPERTY"). The 111 Eighth Avenue Loan represents
approximately 3.07% of the initial mortgage pool balance. The 111 Eighth
Avenue Loan was originated on March 4, 2004, has an original principal
balance and a principal balance as of the cut-off date of $80,000,000, and
an interest rate of 5.4967333333%.
The 111 Eighth Avenue Loan is a pari passu interest in the senior portion
of a whole mortgage loan (the "111 EIGHTH AVENUE WHOLE LOAN") comprised of
nine mortgage loans totaling $500,000,000. The other mortgage loans secured
by the 111 Eighth Avenue Property include (i) six pari passu companion
loans (the "111 EIGHTH AVENUE PARI PASSU COMPANION LOANS"), with an
aggregate principal balance as of the cut off date of $370,000,000 and an
interest rate of 5.4967333333%, which loans are pari passu with the 111
Eighth Avenue Loan and (ii) two subordinate companion loans (the "111
EIGHTH AVENUE SUBORDINATE COMPANION LOANS"), with an aggregate principal
balance as of the cut-off date of $50,000,00 and an interest rate of
6.6434%, which loans are subordinate to the 111 Eighth Avenue Loan and the
111 Eighth Avenue Pari Passu Companion Loans. The 111 Eighth Avenue
Subordinate Companion Loans provide credit support for the 111 Eighth
Avenue Loan and the 111 Eighth Avenue Pari Passu Companion Loans.
The 111 Eighth Avenue Loan is represented by Note A-1B. The 111 Eighth
Avenue Pari Passu Companion Loans consist of the following 6 pari passu
notes, with an aggregate original principal balance of $370,000,000:
o Note A-1A, in the original principal amount of $149,500,000, which was
deposited by GCFP into a prior securitization (GCCFC 2004 GG1).
o Note A-2A, in the original principal amount of $75,000,000, which was
assigned (together with four other 111 Eighth Avenue Pari Passu
Companion Loans) to Morgan Stanley Mortgage Capital, Inc. ("MSMC") at
the time of the closing of the 111 Eighth Avenue Whole Loan, is held
currently held by MSMC. It is anticipated that MSMC will deposit this
loan into a future securitization;
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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o Note A-2B, in the original principal amount of $60,000,000, which
was deposited by MSMC into a prior securitization (MSC 2004 IQ7);
o Note A-2C, Note A-2D and Note A-2E, in the aggregate original
principal amount of $85,500,000, which are being deposited by
MSMC into a current securitization (GMAC 2004 C2);
The 111 Eighth Avenue Subordinate Companion Loans consist of the following
two notes, with an aggregate original principal balance of $50,000,000:
o Note B1, in the original principal amount of $25,000,000, which
was deposited by GCFP into a prior securitization (GCCFC 2004
GG1); and
o Note B2, in the original principal amount of $25,000,000, which
was sold to Bayerische Landesbank.
None of the 111 Eighth Avenue Pari Passu Companion Loans or the 111 Eighth
Avenue Subordinate Companion Loan are assets of the trust.
The loans comprising the 111 Eighth Avenue Whole Loan are governed by a
co-lender agreement, as described in the prospectus supplement under
"Description of the Mortgage Pool--The Whole Loans" and will be serviced
pursuant to the terms of the pooling and servicing agreement for the
Greenwich Capital Commercial Funding Corp., Commercial Mortgage
Pass-Through Certificates, Series 2004-GG1. The DSCR and LTV on the 111
Eighth Avenue Loan, together with the 111 Eighth Avenue Pari Passu
Companion Loans, are 2.08x and 56.25%, respectively, and the DSCR and LTV
on the 111 Eighth Avenue Whole Loan are 1.84x and 62.5%, respectively.
The 111 Eighth Avenue Loan had an initial term of 120 months and has a
remaining term of 116 months. The 111 Eighth Avenue Loan requires payment
of interest-only for the first 24 months and amortizes thereafter based on
a 360-month amortization schedule, with required payments of $452,193.99
beginning May 1, 2006. The scheduled maturity date is April 1, 2014.
Voluntary prepayment of the 111 Eighth Avenue Whole Loan is prohibited
until January 1, 2014 and permitted thereafter without penalty. Defeasance
with United States government securities is permitted from the earlier of
(i) March 1, 2007 and (ii) the date that is two years after the closing
date of the last securitization of any portion of the 111 Eighth Avenue
Whole Loan.
o THE PROPERTY. The 111 Eighth Avenue Property is a 17-story, 2,941,646 sf
office building located in the Chelsea submarket of Manhattan, New York. It
is the third-largest building in New York City and occupies an entire city
block between 8th and 9th Avenues and 15th and 16th Streets. Originally
constructed in 1932 as the headquarters of the Port Authority of New York,
the building served as the Port Authority's headquarters until 1972, when
the Port Authority moved to the then newly-completed World Trade Center.
Upon its relocation, the Port Authority sold the building to the Sylvan
Lawrence Family, who sold the property in 1998 to Taconic Investment
Partners ("TACONIC"). Between 1998 and 2004, Taconic oversaw a $50 million
renovation of the building, which positioned the 111 Eighth Avenue Property
as one of the most "connected" building in New York City. The building is
directly above the 9th Avenue fiber loop, which connects directly to the
Trans-Atlantic cable. As such, it is home to 40 of the world's leading
telecommunications providers, including some of the "mission critical"
facilities that support the networks that these providers rely on for
revenue. On-site parking for the building is available in a 342-space,
basement level parking garage.
As of February 28, 2004, the 111 Eighth Avenue Property was 90.0% leased to
60 tenants. In April, the City of New York vacated 148,615 square feet as
part of a citywide agency consolidation to Brooklyn and lower Manhattan
dropping the leased rate to 85%. A new lease for 82,736 sf has been signed
by Nike and a lease for 94,559 sf to WebMD has been fully negotiated,
received lender approval and are out for final signature. The additional
177,295 sf will bring the leased rate to approximately 91%. The three
largest tenants based on net rentable square footage in the building are
Sprint Communications, Inc. (occupies 251,287 sf), Wachovia/Prudential
Securities (occupies 187,645 sf) and CT Corporation, a division of CCH
Legal Information (occupies 165,635 sf). Sprint Corporation ("SPRINT")
(rated "Baa3" by Moody's and "BBB-" by S&P) is the holding company for
Sprint FON (NYSE: FON) and Sprint PCS (NYSE: PCS). During fiscal year
ending December 2003, Sprint reported consolidated revenues of $26.19
billion. Prudential Securities, the original tenant, was acquired by
Wachovia Securities LLC, effective July 2003.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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Prudential Securities (rated "A3" by Moody's and "A-" by S&P) has been in
the building since 1994 and operates a pamphlet and prospectus publishing
business from this location. CT Corporation provides statutory
representation, business entity and UCC legal services to businesses and
law firms. The lease to CT Corporation is guaranteed by Wolters Kluwer
(rated "Baa1" by Moody's and "BBB+" by S&P).
The following table presents certain information relating to the major
tenants at the 111 Eighth Avenue Property:
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% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
TENANT UNDERWRITTEN UNDERWRITTEN BASE RENT
TENANT NAME NRSF % OF NRSF BASE RENT ($) BASE RENT ($ PER SF) LEASE EXPIRATION
- ------------------------------------------------------------------------------------------------------------------------------------
Sprint Communications 251,287 8.5% 9,406,194 14.6% 37.43 1/1/2005 & 12/31/2014(1)
CCH Legal Information 165,635 5.6% 4,516,521 7.0% 27.27 8/31/2004 & 2/28/2019(2)
AboveNet 123,792 4.2% 4,080,761 6.3% 32.96 6/30/2014 & 9/30/2014
Bank of New York 75,260 2.6% 3,796,054 5.9% 50.44 9/30/2013
Deutsch Advertising 137,349 4.7% 3,670,735 5.7% 26.73 12/31/2013 &
5/31/2014(3)
Barnes & Noble.com 99,696 3.4% 2,781,282 4.3% 27.90 2/28/2015
TOTAL LARGEST TENANTS 853,019 29.0% 28,251,546 43.8% 33.12
Remaining Tenants 1,793,725 61.0% 36,290,076 56.2% 20.23
Vacant Space 294,902 10.0%
----------------------------------------------------------------
TOTAL ALL TENANTS 2,941,646 100.0% 64,541,622 100.0% 21.94
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Sprint Communications occupies 23,544 sf under a lease expiring in 2005 and
227,743 sf under a lease expiring in 2014.
(2) CCH Legal Information occupies 4,530 sf under a lease expiring in 2004 and
161,105 sf under a lease expiring in 2019.
(3) Deutsche Advertising occupies 17,995 sf under a lease expiring in 2013 and
119,354 sf under a lease expiring in 2014.
The following table presents certain information relating to the lease
rollover schedule at the 111 Eighth Avenue Property:
LEASE EXPIRATION SCHEDULE(1)
- ------------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF OF TOTAL NRSF BASE RENT(1) BASE RENT ($) ($ PER SF)
- ------------------------------------------------------------------------------------------------------------------------------------
2004 266,981 9.1% 9.1% $5,914,189 9.2% 22.15
2005 52,870 1.8% 10.9% 1,119,381 1.7% 21.17
2006 197,242 6.7% 17.6% 2,355,008 3.6% 11.94
2007 25,064 0.9% 18.4% 304,400 0.5% 12.14
2008 79,268 2.7% 21.1% 1,936,358 3.0% 24.43
2009 183,631 6.2% 27.4% 4,703,295 7.3% 25.61
2010 2,308 0.1% 27.4% 87,418 0.1% 37.88
2011 123,343 4.2% 31.6% 2,316,929 3.6% 18.78
2012 12,322 0.4% 32.1% 486,855 0.8% 39.51
2013 254,626 8.7% 40.7% 7,603,922 11.8% 29.86
2014 and thereafter 1,449,089 49.3% 90.0% 37,713,865 58.4% 17.42
Vacant 294,902 10.0% 100.0%
-----------------------------------------------------------------------------------------------
TOTAL 2,941,646 100.0% $64,541,622 100.0% $21.94
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate square footage occupied by each tenant.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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The 111 Eighth Avenue Property benefits from an Industrial and Commercial
Incentive Program ("ICIP") tax exemption, valued at $18.9 million as of
2004, which the New York City Department of Finance granted in connection
with Taconic's renovation of the 111 Eighth Avenue Property. This exemption
continues through the 2007/2008 tax year and then will be gradually reduced
to $0 by 2011/2012.
o THE BORROWER. The borrower is 111 Chelsea Commerce LP, a single asset,
special purpose, bankruptcy remote entity, whose general partner,
Taconic GP Chelsea Holdings LLC, has two independent directors. Legal
counsel to the borrower delivered a non-consolidation opinion in
connection with the origination of the 111 Eighth Avenue Trust Loans.
The sponsors of the borrower are: (i) Taconic (owning a 9% interest in
the borrower), (ii) Jamestown, a Georgia general partnership
("JAMESTOWN") (owning a 70% interest in the borrower), and (iii) The
New York State Common Retirement Fund ("NY RETIREMENT FUND") (owning a
21% interest in the borrower). There is no guarantor of the
non-recourse carve-outs under the 111 Eighth Avenue Loan.
Taconic specializes in acquisition, finance, asset management, property
leasing, management, and real estate development. They have acquired and
developed over 8 million square feet of Class A and Class B office
properties in New York, Chicago, Washington, D.C. and Atlanta. The
principals of Taconic, Paul Pariser and Charles Bendit, founded the firm in
1997 after over twenty year careers in the New York City brokerage
community, most recently as co-heads of Jones Lang Wooton's NY office.
Jamestown was formed in 1983 as a real estate investment and management
company specializing in high-quality commercial real estate. Jamestown
provides real estate investment services in the United States, principally
for German investors. Since its inception, Jamestown has formed or
participated in more than twenty-four commercial real estate funds and,
along with its partners, has acquired over $4 billion of assets with in
excess of $1.9 billion in equity. Stephen Zoukis and Christoph Kahl are the
principals of Jamestown.
The NY Retirement Fund is the second largest public pension fund in the
nation and represents almost one million member and beneficiaries. As of
June 30, 2003, funds under management of the NY Retirement Fund were valued
at approximately $105 billion, with approximately 3.1% ($3.3 billion)
invested in real estate assets.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance. At closing, the borrower deposited $500,000 in
escrow to pay for required repairs at the 111 Eighth Avenue Property
and $3,333,333 in escrow to pay for the final two payments to a former
tenant at the 111 Eighth Avenue Property, as part of a lease
termination agreement with the borrower. Additionally, the borrower is
required to make monthly payments of $49,029 to pay for ongoing
capital improvements to the 111 Eighth Avenue Property. At closing,
the borrower deposited $29,596,526 for tenant improvements and leasing
commissions ("GENERAL TI/LC"). In addition, the loan documents provide
for additional TI/LC reserves ("SPECIAL TI/LC") in an amount equal to
all excess cash after payment of debt service and monthly required
reserves. The Special TI/LC reserves will be funded only in the event
that (i) the DSCR (based on actual net cash flow and an assumed
constant of 9.5%) at the 111 Eighth Avenue Property is less than 1.00x
(and until the 111 Eighth Avenue Property has achieved a DSCR equal to
or greater than 1.00x for 2 consecutive calendar quarters) and (ii)
the amount on deposit in the General TI/LC reserve is less than
$8,000,000. No Special TI/LC reserves are required at any time that
the amount on deposit in the General TI/LC reserve is equal to or
greater than $8,000,000.
o LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which
is already in place. The loan documents require the borrower to direct
tenants to pay their rents directly to a lender-controlled account.
The loan documents also require that all rents received by the
borrower or the property manager be deposited into the
lender-controlled account (as well as any other rents, receipts,
security deposits or payments related to lease termination or default)
within one business day of receipt. All funds from the
lender-controlled account are transferred to the borrower's operating
account, unless an event of default is continuing or deposits to the
Special TI/LC are required. During the continuance of an event of
default or if deposits for the Special TI/LC are required, funds in
the lock box will be swept on a daily basis into an account controlled
by the lender and applied to pay debt service, operating expenses, and
any required reserves under the loan documents. Upon the occurrence
and during the continuance of an event of default, lender may apply
any sums then held pursuant to the cash management agreement to the
payment of the debt.
o PROPERTY MANAGEMENT. Taconic Management Company LLC (the "TACONIC
MANAGER"), an affiliate of the borrower, is the property manager for
the 111 Eighth Avenue Property. The lender may replace the property
manager upon the occurrence and during the continuance of an event of
default under the 111 Eighth Avenue Loan or in the event of the fraud
or willful misconduct
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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of the property manager. Thereafter, borrower may not enter into any
agreement relating to the management of the 111 Eighth Avenue Property
with any party without the express written consent of lender. The
Taconic Manager performs all property management, construction
management and leasing functions within the company owned portfolio
which includes 450 Park Avenue in New York, NY, 600 West Chicago
Avenue in Chicago, IL, and AtlantaXchange in downtown Atlanta, GA. The
Taconic Manager's forty-person organization is headquartered within
111 Eighth Avenue. The current management fee is 3%, provided that if
there is an event of default, management fees in excess of $1,000,000
will not be paid out of property revenues.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Other than the 111 Eighth
Avenue Subordinate Companion Loans, mezzanine or subordinate
indebtedness is not permitted.
o OTHER ENCUMBRANCES. In connection with the syndication of limited
partnership interests and non-managing member interests in upper-tier
Jamestown entities, and as security for certain bridge loans made to
those upper-tier Jamestown entities, the loan documents permit liens
to be placed upon the right to receive subscription payments, capital
contributions and other distributions of such limited partnership
interests and non-managing member interests. The loan documents,
however, prohibit the creation of any lien that would affect the
control or management of the 111 Eighth Avenue borrower or its
managing member and the foreclosure of such liens and do not grant the
lien holder any intercreditor rights against the holders of the 111
Eighth Avenue Whole Loan.
o TERRORISM INSURANCE. The loan documents require the borrower to
maintain terrorism insurance in an amount equal to 100% of the then
replacement cost of the 111 Eighth Avenue Property. The 111 Eighth
Avenue Property has terrorism coverage as part of its "all-risk"
property insurance policy. In the event that coverage for terrorism is
not included as part of the "all risk" property policy, the borrower
will, nevertheless be required to obtain coverage for terrorism (as
stand alone coverage) to the extent available, in an amount equal to
the lesser of (a) $500,000,000 and (b) the amount that may be
purchased for the Maximum Required Premium (hereinafter defined);
provided, however, if the insurance premiums payable with respect to
such insurance coverage, exceed the Maximum Required Premium, the
lender may, at its option (1) purchase the policy, with the borrower
paying only the portion of the insurance premiums that equals the
Maximum Required Premium and lender paying the excess or (2) modify
the deductible amounts, policy limits and other required policy terms
to reduce the insurance premiums payable with respect to the policy to
the Maximum Required Premium. As used herein, the "MAXIMUM REQUIRED
PREMIUM" means an amount equal to the greater of (x) 25% of the
aggregate insurance premiums payable with respect to all the property
insurance coverage for the prior policy year and (y) $1,150,000. See
"Risk Factors--Property Insurance" in the prospectus supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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[PHOTO OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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PROPERTY INFORMATION
Number of Mortgaged Real Properties. 1
Location (City/State) San Diego, California
Property Type Hospitality
Size (rooms). 966
Percentage Occupancy as of June 1, 2004 67.0%
Year Built / Year Renovated 1953 / 2003
Appraisal Value $110,700,000
Underwritten Occupancy 66.2%
Underwritten Revenues $42,822,296
Underwritten Total Expenses. $32,454,858
Underwritten Net Operating Income (NOI) $10,367,438
Underwritten Net Cash Flow (NCF) $8,654,546
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Cut-off Date Principal Balance $71,500,000
Cut-off Date Principal Balance PSF/Unit $74,016.56
Percentage of Initial Mortgage Pool Balance. 2.75%
Number of Mortgage Loans 1
Type of Security. Fee Simple
Mortgage Rate 6.36%
Original Term to Maturity / ARD (Months) 120
Original Amortization Term (Months) 300
Cut-off Date LTV Ratio 64.6%
LTV Ratio at Maturity or ARD 50.6%
Underwritten DSCR on NOI 1.81
Underwritten DSCR on NCF 1.51
- --------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "TOWN & COUNTRY LOAN") is evidenced by a
single note and is secured by a first mortgage encumbering the Town &
Country Resort and Convention Center located at 500 Hotel Circle North in
Mission Valley, San Diego, California (the "TOWN & COUNTRY RESORT
PROPERTY"). The Town & Country Loan represents approximately 2.75% of the
initial mortgage pool balance. The Town & Country Loan was originated in
August 2004, has an original principal balance of $71,500,000 and principal
balance of $71,500,000 as of the cut-off date, and an interest rate of
6.36%. The DSCR and LTV on the Town & Country Loan are 1.51x and 64.6%,
respectively. The proceeds of the Town & Country Loan were used to
refinance an existing loan.
The Town & Country Loan had an initial term of 120 months and has a remaining
term of 120 months. The Town & Country Loan requires payments of interest and
principal based on a 300-month schedule, with required monthly payments of
$476,536.97. The scheduled maturity date is the payment date in September 2014.
Voluntary prepayment of the Town & Country Loan is prohibited until June 1, 2014
and permitted thereafter without penalty. Defeasance with United States
government securities is permitted after the second anniversary of the
securitization closing date.
o THE PROPERTY. The Town & Country Resort Property is a 966-room hotel and
convention center located at 500 Hotel Circle North in the Mission Valley
submarket of San Diego, CA. The Town & Country Resort Property is the
largest hotel in Mission Valley and is the second-largest conference
facility in the region after the San Diego Convention Center. The
conference facilities can accommodate up to 5,000 people via two major
ballroom complexes, which are 24,000 and 18,000 square feet respectively,
and an 80,000 square foot exhibit hall along with 50 separate break-out
rooms. Set amongst a resort-style atmosphere, the Town & Country Resort
Property features indoor and outdoor dining, four pool areas, a 14,000
square foot spa and is located adjacent to the 27-hole championship golf
course known as Riverwalk and the 1.6 million square foot Fashion Valley
Mall, San Diego's largest shopping center with over 200 shops, restaurants
and a movie complex. Centrally located, the Town & Country Resort Property
is only ten minutes from most major area destinations including the
airport, Old Town, beaches and bays, SeaWorld, the San Diego Zoo, Qualcomm
Stadium, and downtown San Diego. The Town & Country Resort Property's major
emphasis is on group meetings and conventions, with 85% of total revenue
derived from group bookings. Advanced group reservations as of June 30,
2004 stand at 556,557 definite room nights booked, and another 534,425 room
nights tentatively booked through 2012 representing in excess of $140
million of revenue.
The following table presents certain information relating to the historical
performance at the Town & Country Resort:
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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AVERAGE DAILY
YEAR RATE OCCUPANCY REVPAR
---------------- ------------- --------- ---------
1998(1) $93.08 68.9% $64.13
1999(1) $94.58 70.4% $66.60
2000 $102.49 69.2% $70.97
2001 $107.85 69.2% $74.66
2002 $112.56 66.6% $74.94
2003 $114.60 63.7% $72.99
Trailing-12(2) $114.21 66.2% $75.60
- -----------------------------
(1) Reflects annual operating statements ending September.
(2) Based on trailing 12 months ended May 31, 2004.
o THE BORROWER. The borrower is a special-purpose, bankruptcy-remote entity,
with an independent director. Legal counsel to borrower delivered a
non-consolidation opinion in connection with the origination of the Town &
Country Loan. The sponsor of the borrower is Atlas Hotels, Inc. ("ATLAS
HOTELS"), a privately owned hotel operating and management company based in
San Diego, California. Atlas Hotels guaranteed the non-recourse carveouts
of the Town & Country Loan. Atlas Hotels is an independent operator that,
in addition to Town & Country Resort Property, owns and operates the
Carriage Inn, a full-service, 160 room hotel in Ridgecrest, CA. The staff
at the Town & Country Resort Property average over 21 years at the
property. Atlas Hotels constructed the property in phases between 1950 and
1970 and has owned and operated it ever since. Despite its age, the
property has been well maintained with over $17 million of capital
improvements invested in the property over the past five years.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for collection of a minimum of 5% of
revenues received into a replacement reserve account. The borrower
deposited $255,125 at closing into the replacement reserve for capital
expenditures projected in year one. The borrower also funded a
deferred-maintenance reserve of $343,750, which is 125% of the amount
specified in the property condition report.
o CONTEMPLATED RENOVATIONS. The borrower has indicated it intends to renovate
the exhibit hall, the hotel lobby, the hotel central core/pool/ patio area
and add new hotel rooms. The loan documents provide that the borrower may
perform any or all of these renovations, provided that (i) such renovations
do not materially and adversely affect the borrower's financial condition
or the value of the Town & Country Resort Property, (ii) if the cost of the
renovations exceeds $3,500,000, the borrower is required to post security
with lender in an amount equal to the difference between the cost of the
renovation and $3,500,000, (iii) if one or more of the renovations (at any
one time) will result in removing more than 85 hotel rooms (at any one
time) from service for a period of more than 90 days, the borrower is
required to first obtain lender's written consent (and the lender has
agreed it will not unreasonably withhold such consent).
o LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which is
already in place. The loan documents require the borrower to direct credit
card receipts directly to a lender-controlled account. The borrower and the
manager are also required to cause all non-credit card receipts to be
transmitted into the lender-controlled account within two business days of
receipt. Unless a Town & Country Cash Trap Period exists, any amounts in
the lender-controlled account are swept on a daily basis into the
borrower's operating account. A "Town & Country Cash Trap Period" means any
period during which (i) an event of default is continuing, until such event
of default is cured or (ii) the DSCR (based on calculation of net cash flow
as defined in the loan documents) at the end of any quarter is less than
1.10x, until the DSCR minimum threshold has been achieved for two
consecutive quarterly reporting periods. During a Town & Country Cash Trap
Period, all remaining cash (after payment of debt service, required
reserves and approved operating expenses) is required to be deposited into
a cash collateral account and held by the lender as additional collateral
for the Town & Country Loan (and the lender has the right, during the
continuance of an event of default, to apply the cash collateral to the
debt). Additionally, if a mezzanine loan (as described below) is
outstanding and a Town & Country Cash Trap Period does not exist, all
amounts in the lender controlled account will be swept into another lender
controlled account and used by lender to cover debt service, required
reserve payments and approved operating expenses, with any remaining funds
being disbursed to the borrower.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 62 -
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - TOWN & COUNTRY
- --------------------------------------------------------------------------------
o PROPERTY MANAGEMENT. Atlas Hotels, an affiliate of the borrower, is the
property manager of the Town & Country Resort Property. Atlas Hotels has
managed the Town & Country Resort Property since its original construction
and also manages the Carriage Inn, a full-service, 160 room hotel in
Ridgecrest, CA. The property manager receives a management fee equal to
3.0% of the gross revenues. The lender may replace the property manager if
(i) the borrower fails to maintain a DSCR (based on calculation of net cash
flow as defined in the loan documents) of at least 1.10x for two
consecutive calendar quarters, (ii) an event of default is continuing under
the Town & Country Loan, (iii) the property manager is in default under the
management agreement, or (iv) the property manager exhibits gross
negligence, malfeasance or willful misconduct.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. The direct and indirect equity
owners of the borrower are permitted to incur mezzanine debt from an
Approved Mezzanine Lender (as defined below) secured by a pledge of 100% of
their equity interests, provided that, among other things, (i) the combined
maximum loan to "as is" appraised value is not more than 65%, (ii) the
combined debt service coverage ratio is at least 1.35x (based upon the
actual net cash flow for the preceding 12 month period), (iii) the
mezzanine loan is co-terminous with the term of the Town & Country Loan;
(iv) the Approved Mezzanine Lender enters into an acceptable intercreditor
agreement, and (v) the borrower delivers Rating Agency confirmation that
the mezzanine debt will not result in the downgrade, withdrawal or
qualification of the then current ratings of the series 2004-GG2
certificates. With respect to the Town & Country Loan, "Approved Mezzanine
Lender" means (a) any bank, savings and loan association, investment bank,
insurance company, trust company, commercial credit corporation, pension
plan, pension fund, pension advisory firm, mutual fund, government entity
or plan, investment company or institution substantially similar to any of
the foregoing, provided in each case that such institution (i) has total
assets (in name or under management) in excess of $600,000,000 and (except
with respect to a pension advisory firm or similar fiduciary)
capital/statutory surplus or shareholder's equity in excess of $250,000,000
and (ii) is regularly engaged in the business of making or owning
commercial real estate loans or operating commercial mortgage properties or
(b) any other mezzanine lender that has been approved by the Rating
Agencies.
o TERRORISM INSURANCE. The loan documents require the borrower to maintain
terrorism insurance in an amount equal to 100% of the then replacement cost
of the Town & Country Resort Property. The Town & Country Resort Property
currently has terrorism coverage as part of its "all-risk" property
insurance policy. In the event that coverage for terrorism is not included
as part of the "all risk" property policy, the borrower will be required to
purchase terrorism insurance, to the extent available; provided that the
borrower will not be required to pay an insurance premium in excess of 25%
of the aggregate insurance premiums paid with respect to all the property
insurance coverage for the prior policy year (as adjusted annually by
increases in CPI) (the "TERRORISM PREMIUM CAP"); provided that if the
insurance premiums payable with respect to such terrorism insurance
coverage exceed the Terrorism Premium Cap, the lender may, at its option
(1) purchase the insurance and require that the borrower pay only the
portion of the insurance premium that equals the Terrorism Premium Cap (in
which case, lender would pay the excess) or (2) modify the deductible
amounts, policy limits and other required policy terms to reduce the
insurance premiums payable with respect to the policy to the Terrorism
Premium Cap. See "Risk Factors--Property Insurance" in the prospectus
supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 63 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - MALL AT BARNES CROSSING
- --------------------------------------------------------------------------------
[PHOTO OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 64 -
[RBS GREENWICH CAPITAL LOGO] [GOLDMAN SACHS LOGO]
GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - MALL AT BARNES CROSSING
- --------------------------------------------------------------------------------
[MAP OMITTED]
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 65 -
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GSMS 2004-GG2
- --------------------------------------------------------------------------------
TEN LARGEST MORTGAGE LOANS - MALL AT BARNES CROSSING
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
Number of Mortgaged Real Properties 1
Location (City/State) Tupelo, Mississippi
Property Type Superregional Mall
Size (sf) 583,887
Percentage Occupancy as of June 17, 2004 95.6%
Year Built 1990
Appraisal Value $85,000,000
Underwritten Occupancy 95.6%
Underwritten Revenues $10,029,534
Underwritten Total Expenses $3,457,607
Underwritten Net Operating Income (NOI) $6,571,927
Underwritten Net Cash Flow (NCF) $6,236,221
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
MORTGAGE LOAN INFORMATION
Originator GCFP
Cut-off Date Principal Balance $68,000,000
Cut-off Date Principal Balance PSF/Unit $116.46
Percentage of Initial Mortgage Pool Balance 2.61%
Number of Mortgage Loans 1
Type of Security Fee Simple
Mortgage Rate 5.90%
Original Term to Maturity (Months) 120
Original Amortization Term (Months) 360
Cut-off Date LTV Ratio 80.0%
LTV Ratio at Maturity 67.6%
Underwritten DSCR on NOI 1.36
Underwritten DSCR on NCF 1.29
- --------------------------------------------------------------------------------
o THE LOAN. The mortgage loan (the "BARNES CROSSING LOAN") is evidenced by a
single note and is secured by a first mortgage encumbering a regional
shopping mall located in Tupelo, Mississippi (the "BARNES CROSSING
PROPERTY"). The Barnes Crossing Loan represents approximately 2.61% of the
initial mortgage pool balance. The Barnes Crossing Loan was originated in
August, 2004, had an original principal balance of $68,000,000 and a
principal balance as of the cut-off date of $68,000,000, and an interest
rate of 5.90%. The DSCR and LTV on the Barnes Crossing Loan are 1.29x and
80.0%, respectively. The proceeds of the Barnes Crossing Loan were used to
refinance existing debt on the Barnes Crossing Property.
The Barnes Crossing Loan had an initial term of 120 months and has a remaining
term of 120 months. The Barnes Crossing Loan requires payments of interest and
principal based on a 360 month amortization schedule, with required monthly
payments of $403,332.82. The scheduled maturity date is the payment date in
September 2014. Voluntary prepayment of the Barnes Crossing Loan is prohibited
until the payment date in June 2014 and permitted thereafter without penalty.
Defeasance with United States government securities or certain other obligations
backed by the full faith and credit of the United States of America is permitted
after the second anniversary of the securitization closing date.
o THE PROPERTY. The Barnes Crossing Property is a dominant regional shopping
mall with five anchors (four of which are part of the collateral securing
the Barnes Crossing Loan and one of which is not part of the collateral)
and approximately 80 stores with a total gross leasable area of 728,789 sf,
of which 583,887 sf is part of the collateral. The Barnes Crossing
Property, built in 1990, consists of approximately 64 acres of land and
certain improvements that constitute The Mall at Barnes Crossing located in
Tupelo, Lee County, Mississippi. The Barnes Crossing Property is anchored
by an 86,479 sf McRae's Home & Men Store, an 86,222 sf J.C. Penney, an
84,062 sf Parisian, and a 78,264 sf Sears. Another anchor at The Mall at
Barnes Crossing, the 100,954 sf McRae's Store, is not part of the
collateral securing the Barnes Crossing Loan.
The following table represents certain information relating to the anchor at the
Barnes Crossing Property:
- -----------------------------------------------------------------------------------------------------------------------
CREDIT RATING OF
TENANT OR PARENT OPERATING
PARENT COMPANY OR COMPANY COLLATERAL COVENANT
ANCHOR TENANT (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- -----------------------------------------------------------------------------------------------------------------------
McRae's(1) Saks Incorporated BB-/Ba3/ BB 100,954 No 8/31/2012
McRae's Home & Men(1) Saks Incorporated BB-/Ba3/ BB 86,479 Yes Expired(2)
J.C. Penney JC Penney, Incorporated BB/Ba3/BB+ 86,222 Yes Expired(2)
Parisian(1) Saks Incorporated BB-/Ba3/ BB 84,062 Yes 8/31/2012
Sears Sears Roebuck and Co. BBB/Baa1/BBB 78,264 Yes Expired(2)
TOTAL ANCHOR TENANTS 435,981
- -----------------------------------------------------------------------------------------------------------------------
(1) Saks Incorporated is the parent company for these tenants. Saks
Incorporated guaranteed the Parisian lease.
(2) Expired in 2000.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 66 -
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - MALL AT BARNES CROSSING
- --------------------------------------------------------------------------------
Comparable sales for in-line tenants from 2001 through 2003 were $285 psf,
$292 psf, and $301 psf, respectively. Average occupancy cost, based on
underwritten rent and recoveries, is approximately 12.9% for such in-line
space (based on tenants that have reported a full year of sales through
12/31/03).
The Mall at Barnes Crossing is a one-level enclosed mall located at the
southwest corner of US Highway 45 and Barnes Crossing Road in northern
Tupelo. The Barnes Crossing Property's in-line tenants include Gap/Gap
Kids, Abercrombie & Fitch, Ann Taylor Loft, American Eagle Outfitters, and
Victoria's Secret. The Barnes Crossing Property has a food court with
tenants such as Sweet Peppers, Chick-Fil-A, Sbarro, Steak Escape, and Magic
Wok. The Mall at Barnes Crossing is the only regional mall within
approximately 100 miles of Tupelo, Mississippi and draws customers from a
60 mile trade radius. The mall includes freestanding retail tenants which
are not owned but contribute to expense recoveries, including Pier 1
Imports, Applebee's and Bancorpsouth. Immediately to the north and west of
the Barnes Crossing Property are additional retail developments with
tenants such as Super Wal-Mart, Sam's Club, Home Depot, Lowe's, TJ Maxx,
Old Navy, Office Max, Circuit City, Hobby Lobby, and Toys R Us. The
population of the trade area in 2003 was 610,223.
The following table presents certain information relating to the major mall
shop tenants at the Barnes Crossing Property:
- ----------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
TENANT UNDERWRITTEN UNDERWRITTEN BASE RENT
TENANT NAME NRSF % OF NRSF BASE RENT ($) BASE RENT ($ PER SF) LEASE EXPIRATION
Movies 8 (Cinemark) 24,548 4.2% 270,028 4.2% 11.00 8/31/2010
Limited Too and Express 11,268 1.9% 259,164 4.0% 23.00 1/31/2010 and MTM(1)
Lerner Stores, Inc. 8,267 1.4% 188,074 2.9% 22.75 1/31/2008
Shoe Department 8,995 1.5% 179,900 2.8% 20.00 9/30/2004
GAP and Gap Kids 9,855 1.7% 153,570 2.4% 15.58 4/30/2005
Footaction USA Inc 4,278 0.7% 145,452 2.3% 34.00 12/31/2008
TOTAL LARGEST TENANTS 67,211 11.5% 1,196,188 18.7% 17.80
Remaining Tenants 491,044 84.1% $5,203,851 81.3% 10.60
Vacant Space 25,632 4.4%
TOTAL ALL TENANTS 583,887 100.0% 6,400,039 100.0% 10.96
- -----------------------------------------------------------------------------------------------------------------------
(1) Limited Too occupies 4,084 sf under a lease expiring in 2010; Express
occupies 7,184 sf under a month-to-month lease.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
- 67 -
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GSMS 2004-GG2
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TEN LARGEST MORTGAGE LOANS - MALL AT BARNES CROSSING
- --------------------------------------------------------------------------------
The following table presents certain information relating to the lease
rollover schedule at the Barnes Crossing Property:
LEASE EXPIRATION SCHEDULE(1)
- --------------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
ANNUALIZED ANNUALIZED UNDERWRITTEN
EXPIRING % OF CUMULATIVE UNDERWRITTEN UNDERWRITTEN BASE RENT
YEAR ENDING DECEMBER 31, NRSF TOTAL NRSF OF TOTAL NRSF BASE RENT($) BASE RENT ($ PER SF)
- --------------------------------------------------------------------------------------------------------------------------------
2004 25,550 4.4% 4.4% 611,597 9.6% 23.94
2005 29,267 5.0% 9.4% 561,260 8.8% 19.18
2006 10,108 1.7% 11.1% 206,523 3.2% 20.43
2007 24,479 4.2% 15.3% 497,183 7.8% 20.31
2008 20,145 3.5% 18.8% 492,177 7.7% 24.43
2009 17,965 3.1% 21.8% 523,918 8.2% 29.16
2010 231,146 39.6% 61.4% 2,001,075 31.3% 8.66
2011 91,447 15.7% 77.1% 608,395 9.5% 6.65
2012 13,931 2.4% 79.5% 230,620 3.6% 16.55
2013 2,839 0.5% 80.0% 64,587 1.0% 22.75
2014 Thereafter 91,378 15.6% 95.6% 602,704 9.4% 1.23
Vacant 25,632 4.4% 100.0%
--------------------------------------------------------------------------------------------------
TOTAL 583,887 100.0% 6,400,039 100.0% $10.96
- --------------------------------------------------------------------------------------------------------------------------------
(1) Calculated based on approximate square footage occupied by each tenant.
o THE BORROWER. The borrower is TUP 130, LLC, a single asset
bankruptcy-remote single member limited liability company with an
independent director, sponsored by a joint venture between affiliates
(and their affiliated family members and trusts) of David Hocker &
Associates, Inc. ("DHA") and R.F. Coffin Enterprises, Inc. The
borrower's sole member is TUP 130 Company, LP. Legal counsel to the
borrower delivered a non-consolidation opinion in connection with the
origination of the Barnes Crossing Loan. There is no guarantor of the
non-recourse carve-outs under the Barnes Crossing Loan.
o ESCROWS. The loan documents provide for certain escrows of real estate
taxes and insurance and provide for collection of replacement
reserves. In addition, the loan documents call for an initial deposit
of $600,000 into a reserve for tenant improvement and leasing
commissions and monthly deposits of $36,896, if and while any Anchor
Condition, as defined below, exists. If at any time the balance
decreases to less than $600,000, the borrower must replenish it via
re-institution of monthly deposits of $36,896 ($442,751 per year). Any
payments received for lease terminations and liquidations of security
deposits from defaulted tenants are also required to be deposited in
the leasing reserve. The borrower funded an initial deferred
maintenance reserve of $1,500,000 for replacement of the roof. The
borrower is required to establish a capital expenditure reserve to be
funded with monthly deposits of $9,838.92 ($118,067 per year). An
"ANCHOR CONDITION" (A) exists if, with respect to an anchor tenant at
the mortgaged property, (i) such anchor tenant's lease is terminated,
(ii) it files bankruptcy, (iii) it ceases operations at the premises,
(iv) it is in material monetary default or (v) it fails to renew its
lease at least twelve months prior to its lease expiration, and (B)
will end if and when any condition listed above is remedied or when
the borrower provides an acceptable replacement anchor tenant. If and
while an Anchor Condition exists with respect to two anchor tenants,
excess cash flow after debt service, required reserve deposits and
operating expenses (if not then swept as additional loan collateral
due to a CRC Event (as defined below) will be deposited into the
leasing reserve.
o LOCK BOX AND CASH MANAGEMENT. The loan requires a hard lock box, which
is already in place. The loan documents require the borrower to direct
the tenants to pay their rents directly to a lender-controlled
account. The loan documents also require that all rents received by
the borrower or the property manager be deposited into the hard lock
box or deposit account (as well as any other rents, receipts, security
deposits or payments related to lease termination or default) within
one business day after receipt. The loan documents require that funds
in the deposit account be used to pay debt service, reserves and, if a
CRC Event occurs or if an Anchor Condition exists with respect to two
or more anchor tenants, approved operating expenses. Any funds
remaining in the lock box after application of the amounts specified
above, will be returned to the borrower within one business day of the
payment date under the Barnes Crossing Loan. A "CRC EVENT" means (i)
the occurrence and continuation of an Event of Default (as
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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TEN LARGEST MORTGAGE LOANS - MALL AT BARNES CROSSING
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defined in the loan documents), until such time that the Event of
Default is cured, or (ii) the DSCR measured as of the end of any
calendar quarter (based on actual annual net cash flow for the
12-month period ending at the end of such quarter) is not at least
1.05x, until such time that the DSCR is at least 1.05x measured at the
end of any calendar quarter.
o PROPERTY MANAGEMENT. The Barnes Crossing Property is managed by DHA
(the "BARNES CROSSING MANAGER") and R.F. Coffin Enterprises, Inc. (the
"BARNES CROSSING ADDITIONAL MANAGER"). The Barnes Crossing Manager and
the Barnes Crossing Additional Manager are responsible for the
operation, management, maintenance, promotion and marketing of the
Barnes Crossing Property, with the Barnes Crossing Additional Manager
assisting the Barnes Crossing Manger to the extent such assistance is
reasonably required by the borrower. DHA, a retail real estate
development and management company, headquartered in Owensboro,
Kentucky, was founded in 1964. It opened its first shopping center,
Wesleyan Park Plaza, in Owensboro, Kentucky. Since its inception, DHA
has developed 40 shopping centers containing over 14 million square
feet of retail space in 13 southeastern states, valued at
$800,000,000. Currently, DHA's existing portfolio consists of eight
retail developments containing 4.3 million square feet in four states.
DHA provides real estate services including: retail property
development and leasing; acquisition and finance; property management
and operations; and design and construction. The lender may replace
the Barnes Crossing Manager or the Barnes Crossing Additional Manager
(i) upon a CRC Event, or (ii) upon the gross negligence, malfeasance
or willful misconduct of the Barnes Crossing Manager or the Barnes
Crossing Additional Manager.
o RELEASE OF COLLATERAL. The loan documents permit the borrower to
obtain a release of the Parisian parcel from the lien of the mortgage
upon the substitution of $3,500,000 in eligible defeasance collateral
and subject to the satisfaction of certain conditions set forth in the
loan documents, in connection with repositioning of the Parisian
premises with a replacement anchor, a combination of junior anchors,
or one or more junior anchors and additional in-line space.
Additionally, the borrower has an option to purchase the McRae's
parcel (not collateral for the Barnes Crossing Loan) under certain
circumstances, in the event McRae's discontinues a retail department
store business at the parcel after its operating covenant terminates
in August 2006. If the borrower purchases the McRae's parcel, this
parcel would become additional collateral for the Barnes Crossing
Loan; provided however, that in the event the borrower were to sell
this parcel to an affiliate of the borrower, a substitute anchor, or a
third party that would lease space to a substitute anchor, the
borrower will be permitted to release this pad from the lien of the
mortgage without payment of any release price.
o MEZZANINE OR SUBORDINATE INDEBTEDNESS. Not Permitted.
o TERRORISM INSURANCE. The Barnes Crossing Property is insured against
acts of terrorism as part of its all-risk property insurance. The loan
documents require the borrower to maintain property insurance over the
term of the Barnes Crossing Loan. On future annual renewals, terrorism
insurance must be maintained, subject to a premium limit equal to the
greater of (i) 50% of the total property insurance premium without
terrorism coverage or (ii) 200% of the premium for such terrorism
coverage at loan closing, subject to certain adjustments set forth in
the loan documents. See "Risk Factors--Property Insurance" in the
prospectus supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Co- Lead Manager s and Co-Managers do not provide accounting, tax or
legal advice. In addition, we mutually agree that, subject to applicable law,
you may disclose any and all aspects of any potential transaction or structure
described herein that are necessary to support any U.S. federal income tax
benefits, without the Co-Lead Managers or Co-Managers imposing any limitation of
any kind.
This material is furnished to you by the Co-Lead Managers and Co-Managers and
not by the issuer of the securities. RBS Greenwich Capital and Goldman, Sachs &
Co. are acting as the co-lead managers ("Co-Lead Managers") and Banc of America
Securities LLC, Credit Suisse First Boston LLC, Morgan Stanley & Co.
Incorporated and Wachovia Capital Markets, LLC are acting as co-managers
"Co-Managers"). None of these parties are acting as agent for the issuer or its
affiliates in connection with the proposed transaction. Neither the issuer nor
any of its affiliates has prepared or taken part in the preparation of these
materials and neither makes any representation as to the accuracy of these
materials.
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